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12-0213
r", ? r..s • 77 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNAVA-NIAr.--n CIVIL ACTION -LAW Q ORRSTOWN BANK NO. 44 vs. O v, I r., -?' C STANLEY N. DYE j COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff files this Complaint pursuant to Pennsylvania Rule of Civil Procedure 2951(b) for judgment by confession and avers the following: 1. Plaintiff is Orrstown Bank, a bank authorized to do business under the laws of the Commonwealth of Pennsylvania with an office at 77 East King, Shippensburg, Pennsylvania 17257. 2. Defendant is Stanley N. Dye ("Mr. Dye"), an adult individual whose last know address is 609 Franklin Street, Carlisle, Cumberland County, Pennsylvania 17013 3. Defendant, Mr. Dye, for good and valuable consideration, made and executed in favor of Plaintiff, Orrstown Bank, a Promissory Note dated November 15, 2007 in the principal amount of $500,000. A true and correct copy of said Promissory Note is attached hereto as Exhibit "A" and made a part hereof. 4. Defendant, Mr. Dye, owes Plaintiff, Orrstown Bank, the following under the terms of said Promissory Note: Principal Balance $459,426.68 Interest to January 9, 2012 $ 8,582.48 Late Charges $ 1,818.56 Attorneys' fees of 5% $ 22,901.33 Total Due $492,729.05 5. Said Promissory Note is in default for Defendant's failure to pay principal and interest when due and owing. 85839241 6. Judgment has not previously been entered on said in any jurisdiction. 7. There have been no assignments of said Promissory Note. 8. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff, Orrstown Bank, demands judgment against Defendant, Stanley N. Dye, in the amount of $492,729.05. Dilworth Paxson, LLP By: V'4?&4k4- EliAbeth Goldstein, Esquire Martin J. Weis, Esquire Dilworth Paxson LLP 112 Market St., Suite 800 Harrisburg, PA 17101 85839241 Exhibit "A" PROMISSORY NOTE .. ?,?, . ? a ] ?# ! EoII Accn?ra3t ?t? - NW I ipm, Y References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "0 • •" has been omitted due to text length limitations. Borrower: Stanley N. Dye 609 Franklin Street Carlisle, PA 17013 Lender: ORRSTOWN BANK NORTH MIDDLETON OFFICE 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG, PA 17257 Principal Amount: $500,000.00 Date of Note: November 15, 2007 Maturity Date: May 15, 2028 PROMISE TO PAY, Stanley N. Dye ("Borrower") promises to pay to ORRSTOWN SANK ("Lender"), or order, in lawful money of the United States of America, the principal arrnount of Five Hundred Thousand & 001100 Dollars ($500,000.00), together with Interest 0 the unpaid principal balance from November 15, 2007, until paid in fulf. PAYMENT. Borrower wig pay this Iow in fug immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes In the Index, Borrower will pay this low In accordance with the following payment schedule: 6 monthly consecutive interest payments, beginning December 15, 2007, with interest calculated on the unpaid principal balances at an interest rate of 7.800% per annum; 54 monthly consecutive principal and interest payments In the initial amount of $4,155.79 each, beginning June 15, 2008, with interest calculated on the unpaid principal balances at an Interest rate of 7.800% per annum; 185 monthly consecutive principal and interest payments in the initial amount of 84,341.04 each, beginning December 15, 2012, with interest calculated on the unpaid principal balances at an interest rate based on the Wag Street Prime (currently 7.500%), plus a margin of 1.000 percentage points, resulting in an initial Interest rate of 8.500%; and one principal and interest payment of 84,339.23 on May 15, 2028, with Interest calculated on the unpaid principal balances at an interest rate based on the Well Street Prim (currently 7.500%), plus a margin of 1.000 percentage points, resulting In an initial interest rate of 8.500%. This estimated final payment is based on the assumption that ail payments will be made exactly as scheduled and that the index does not change; the actual final payment will be for ail principal and accrued Interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any fate charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multipfied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Prime (the "Index"). The Index Is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently Is 7.500% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) Increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five (5) years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00%) prepayment penalty. The assessment percentage shelf decrease one percent (1.00%) per annnum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the bat was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due. Early payments will not, unless agreed to by Lender In writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments.. Except for the foregoing, Borrower may pay ail or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation. to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P,O. BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event wilt the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower falls to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in PROMISSORY NOTE Loan No: 26473569003 (Continued) Page 2 any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained In any other agreement between Lender and Borrower. False Sta ernerrts. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or a?alnst Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply If there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, In its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Nate is impaired: insecurity. Lender in good faith believes itself insecure, Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen 05) days; or (2) if the cure requires more than fifteen (15) 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 as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. This includes, 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, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20,00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: JA) a Mortgage dated November 15, 2007, to Lender on real property described as "Real Property located at 1107 Petersburg Road, Boiling Springs, PA 17007" and located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property described as "Real Property located at 1107 Petersburg Road, Boiling Springs, PA 17007" and located in Cumberland County, Commonwealth of Pennsylvania. (C) a Mortgage dated November 15, 2007, to Lender on real property described as "Real Property located at 90 Salem Church Road and 155 Salem Church Road, known as Salem Acres Mobile Home Park and Six Links Mobile Home Park respectively, Mechanicsburg, PA 17055" and located in Cumberland County, Commonwealth of Pennsylvania. (0) an Assignment of All Rents to Lender on real property described as "Real Property located at 90 Salem Church Road and 155 Salem Church Road, known as Salem Acres Mobile Home Park and Six Links Mobile Home Park respectively, Mechanicsburg, PA 17055" and located in Cumberland County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth In the Mortgage and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the Borrower, on an annual basis. If the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available collected balance in the account(s). . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. PROMISSORY NOTE Loan No: 26473869003 (Continued) Page 3 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and tor" any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Nate are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: X (Seal) Stanley N. Dye LASER MO L.nd*V, Vol. 638.1&001 Caw. PAdM4 is ro.W 8.h,Ji- a.. 1897. 2007. Ag ",. & w , -PA aiCHLLFUD2C FC 7N•179N M.1 COMMONWEALTH OF PENNSYLVANIA COUNTY OF FRANKLIN : SS Bradley Tanguay, being duly sworn according to law, deposes and says that he is Vice President of Orrstown Bank, Plaintiff named herein; that as such he is authorized to take this Affidavit on its behalf; that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of his knowledge, information and belief. Bradley Tanguay r ' Vice President Sworn to and Subscribed before me this I e day of . - , 2012. Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Christiana R. Tlmmons, Notary Public Chambersburg Bom, Franklin County My Commission Expires March 3, 2014 Member, Pennsylvania Association of Notaries 85824901 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK vs. STANLEY N. DYE NO. Cu , ACT 105 OF 2000 NOTICE A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF JUDGMENT PURSUANT TO 42 PA.C.S.A. §2737.1. IF YOU WERE INCORRECTLY IDENTIFIED AS A DEFENDANT IN THE COMPLAINT IN CONFESSION OF JUDGMENT, YOU MAY BE ENTITLED TO COSTS AND REASONABLE ATTORNEY'S FEES AS DETERMINED BY THE COURT. YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE PROCEDURE IN RULE 2959 WHICH IS AS FOLLOWS: Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judgment (a) (1) Relief from a judgment by confession shall be sought by Petition. Except as provided in Subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single Petition. The Petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred, or in any other county in which the Sheriff has received a Writ of Execution directed to the Sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only: (i) in support of a further request for a stay of execution where the Court has stayed execution despite the timely filing of a Petition for relief from the judgment and the presentation of prima facie evidence of a defense; and 2973.3. (ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule (3) If written notice is served upon the Petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the Petition shall be filed within thirty days after such service. Unless the Defendant can demonstrate that there were compelling reasons for the delay, a Petition not timely filed shall be denied. (b) If the Petition states prima facie grounds for relief, the Court shall issue a Rule to Show Cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on or before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. r _ ?pp X? 85839241 (c) A party waives all defenses and objections which are not included in the Petition or Answer; (d) The Petition and the Rule to Show Cause and the Answer shall be served as provided in Rule 440; (e) The Court shall dispose of the Rule on Petition and Answer, and on any testimony, depositions, admissions and other evidence. The Court for cause shown may stay proceedings on the Petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which a jury trial would require the issues to be submitted to the jury, the Court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment is pending. (g) (1) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(1) shall apply to (1) judgments entered prior to the effective date of subdivision (g) which have not been stricken or opened as of the effective date and (2) judgments entered on or after the effective date. DILWORTH PAXSON LLP BY: Eli eth Goldstein, Esquire Attorney for Plaintiff 85839241 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. STANLEY N. DYE COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA r„N, C• NO. a-13 rte., im rn :t=F a .(? '. CD-n .CIAL TRANSACTION SS Martin J. Weis, Esquire, being duly sworn according to law, deposes and says that he is attorney for Plaintiff named herein; that as such he is authorized to take this Affidavit on its behalf; that the facts set forth herein are true and correct to the best of his knowledge, information and belief, and that the facts set forth in the foregoing matter involve a business transaction. Dilworth Paxson LL,P, J B V v` Y: Martin J. is, Esquire Attorney for Plaintiff Sworn to and Sub ribed befo me day of , 2012. 4.94 g Notary Public COMMONWF-ALTH OF P NNSYLVANIA NOTARIAL SEAL TH8RESE CAPECE, Notary Public City of Philadelphia, Phila. County MY Commission Expires December 18, 2012 85839241 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ?=mot ORRSTOWN BANK NO. r ?? 13 c VS. STANLEY N. DYE r- CO ORDER FOR APPEARANCE c Kindly enter my appearance for Plaintiff, Orrstown Bank, and enter judgment against Defendant, Stanley N. Dye. Dilworth Paxson LLP By: Eliz eth Goldstein, Esquire Attorney for Plaintiff 85839241 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSSVVNIA? CIVIL ACTION - LAW ..,off ORRSTOWN BANK NO. U CO vs. STANLEY N. DYE mac:: ?`' P, 7 - AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA: SS COUNTY OF PHILADELPHIA MARTIN J. WEIS, ESQUIRE, being duly sworn according to law, deposes and says that he is attorney for Plaintiff named herein; that as such he is authorized to take this Affidavit on its behalf, that the facts set forth herein are true and correct to the best of his knowledge, information and belief, that the Defendant was last known to reside at 609 Franklin Street, Carlisle, Cumberland County, Pennsylvania 17013; that Defendant is and, at all relevant times hereto, has been over the age of 18; that Defendant's employment is self employed; that Defendant is a corporation and hereby not in the Active Military or Naval Service of the United States or its Allies or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 and its amendments. Dilworth Paxso LP By: Martn J. s, Esquire Attorney for Plaintiff Sworn to and Sul;$cribed befor me 11V1 day of 92012. NojgV Public MONWEAL,rH OF PENNSYLVANIA NOTARIAL SEAL TH6R8SE CAPECE, Notary Public City of Philadelphia, Phila. County My Commission Expires December 18, 2012 8583924_1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANI, CIVIL ACTION - LAW ORRSTOWN BANK NO. VS. -- ?y. CO STANLEY N. DYE, -NOTICE TO HOLDER OF DOCUMENT CONTAINING PROVISION FOR JUDGMENT BY CONFESSION You are notified that the Prothonotary of Cumberland County is not permitted to enter judgment on a document containing provision for judgment by confession (other than bonds and warrants of attorney accompanying mortgages) unless the document is accompanied by an affidavit suggested form of which is as follows: PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS COMMONWEALTH OF PENNSYLVANIA: SS COUNTY OF PHILADELPHIA Martin J. Weis, being duly sworn/affirmed according to law, deposes and says that he is attorney for Plaintiff in the above captioned matter; that at the time of the signing of the document containing provision for judgment by confession in the said matter, the defendant (X) (1) Earned more than $10,000 annually, OR O (2) If annual earnings are less than $10,000, did intentionally, understandingly, and voluntarily waive: (a) the right to notice and hearing; (b) the right of defalcation, i.e. the right to reduce or set off a claim by deducting a counterclaim; (c) release of errors; (d) inquest (to ascertain whether rents and profits of defendant's real estate will be sufficient to satisfy the judgment within seven years); (e) stay of execution (if defendant owns real estate in fee simple within the county worth the amount to which the plaintiff is entitled, clear of encumbrances); (f) exemption laws now in force or hereafter to be passed; 85839241 (f) exemption laws now in force or hereafter to be passed; (g) The facts showing such waiver are: Dilworth Paxson Ldu'? PBY• Jiw ) Martin J. is, Esquire Attorney for Plaintiff Sworn to and Sub ribed before e day of , 2012. Notary Public COMMOJWyEALTH OF PENNSY=Ila A NOTARITH8R9SE CAPEPublic City of PhiladelQhMY Commission ExPire. 8583924_1 PENNSAA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY r `' = , CIVIL ACTION -LAW 1 c? ORRSTOWN BANK NO. „< vs. STANLEY N. DYE -? CERTIFICATION OF NON-CONSUMER CREDIT TRANSACTION I certify, pursuant to the penalties of 18 Pa.C.S. §4904 (pertaining to unsworn falsification to authorities), that this judgment is not being entered by confession against a natural person in connection with a "consumer credit transaction" as the same is defined in Pa.R.C.P. 2950. Dilworth Paxson P By: G IrI.. ?,Q^-Mart' J. Wei P, squire Attorney for Plaintiff Sworn to andp$cribed befor me I1 day of a4t - , 2012. Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL THtR8SE CAPECE, Notary Public City of Philadelphia, Phila. County My Commission Expires December 18, 2012 8583924_1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW a`' i cx-13 C= _ r ORRSTOWN BANK NO. rri 7? r- 73 C-, vs. C"j STANLEY N. DYE c- -F ? C rv r CERTIFICATION OF ADDRESSES ? I hereby certify that the present address of the within named Judgment Creditor is 77 East King Street, P.O. Box 250, Shippensburg, Franklin County, Pennsylvania 17257. I hereby certify that the last known address of the Judgment Debtor was 609 Franklin Street, Carlisle, Cumberland County, Pennsylvania 17013. Dilworth Paxson LLP By: 44 w4 Martn J. Weis, Esquire Attorney for Plaintiff 85839241 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. STANLEY N. DYE AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA: SS COUNTY OF PHILADELPHIA : )0 3 C." NO a . . =M 3xx # F CO - c Martin J. Weis, Esquire, attorney for Plaintiff, hereby certifies that the above-captioned matter is not an action by a seller, holder or assignee arising out of a retail installment sale, contract, or account. Dilworth Paxson P J By: ln)4' Martin J. W Attorney for Plaintiff ed Sworn to and Subs11. before me this ay of , 2012. Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL TH0R?SE CAPECE, Notary Public City of Philadelphia, Phila. County My Commission Expves December 18, 2012 85839241 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK vs. STANLEY N. DYE NO. )J13C;v,I PENNSYLVANIA RULE OF CIVIL PROCEDURE 236 NOTICE Notice is hereby given that a judgment in the above-captioned matter has been entered against you on -T4-1-0 army g- 2012. Protho By: Deputy Prothonotary If you have any questions concerning the above, please contact: Elizabeth Goldstein, Esquire Dilworth Paxson LLP 112 Market St., Suite 800 Harrisburg, PA 17101 (717) 236-4812 85839241 STRADLEY RONON STEVENS &YOUNG, LLP Steven J. q. (ID No. 206442)41720) „`� `r t� �O `fO��aTA Julie M. Murphy, Esq. (ID No. 206265) ��� 16 4ti� . ., 2600 One Commerce Square � I3 3,2 Philadelphia, PA 19103 PENNS AN p COUNT Tel. (215) 564-8000 VAIN Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. STANLEY N. DYE : No. 2012-213 EMERGENCY MOTION OF PLAINTIFF, MAGNOLIA PORTFOLIO, LLC, FOR THE APPOINTMENT OF RECEIVER Pursuant to Pennsylvania Rule of Civil Procedure 1533(a), Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ( "Lender"), moves the Court for an Order appointing a receiver to control, operate, and sell certain property owned by the Defendant, Stanley N. Dye (the"Borrower"). The factual and legal grounds for this Motion are set forth in the accompanying Memorandum of Law, which is being filed contemporaneously herewith and which is incorporated herein as if set forth in full. In addition thereto, the Lender hereby avers as follows: BACKGROUND 1. On or about November 15, 2007, the Lender extended a Loan to the Borrower in the principal amount $500,000.00 (the "Loan"). The terms of the Loan are evidenced by that certain Promissory Note dated November 15, 2007, executed by the Borrower in favor of the Lender(the"Note"). A true and correct copy of the Note is attached hereto as Exhibit "A" and incorporated by reference herein. 2. In order to secure his obligations to the Lender under the Note, the Borrower executed that certain Mortgage (the "Mortgage") and that certain Assignment of Rents (the "Assignment", and collectively, with the Note, the Mortgage, and all other documents # 1915046 v.2 evidencing or collateral to the Loan, the"Loan Documents"), each dated November 16, 2007. The property encumbered by the Mortgage and the Assignment includes 1107 Petersburg Road, Boiling Springs, PA 17007 (the"Mortgaged Premises") and certain personal property of the Borrower located thereupon (the"Additional Collateral"), as more thoroughly described in each document. The Mortgaged Premises is a racing facility known commonly known as the "Quarter Aces Drag-O-Way." 3. The Mortgage and the Assignment were both recorded with the Cumberland County Recorder of Deeds on November 19, 2007, at Instrument Numbers 200743261 and 200743260, respectively. True and correct copies of the Mortgage and the Assignment are attached hereto as Exhibit"B" and Exhibit"C" respectively, and each is incorporated by reference herein. 4. The Borrower defaulted under the Loan Documents by, inter alia, failing to make monthly payments of principal and interest to the Lender when due and owing under the Loan Documents. As a result of the defaults, on January 18, 2012, the Lender filed a complaint in confession of judgment against the Borrower, commencing the instant matter. 5. At the time the Lender entered judgment against the Borrower on January 18, 2012, the Borrower was indebted to the Lender in the following amounts, pursuant to the terms of the Loan Documents: Principal Balance $ 459,256.68 Interest (as of 1/9/2012) $ 8,582.48 Late Charges $ 1,818.56 Attorneys' fees $ 22,901.33 TOTAL $ 492,729.05 Pursuant to the Loan Documents, the Lender is also entitled to interest from and after the date of judgment, and all additional costs of suit and collection costs, including, without limitation, attorneys' fees, as authorized under the Loan Documents. 6. On February 2, 2012, the Borrower filed a petition for relief under Chapter 11 of Title 11 of the United States Code (the"Bankruptcy Code") with the United States Bankruptcy Court for the Middle District of Pennsylvania(the "Bankruptcy Case"). 7. On May 7, 2013, the Lender's filed a Motion for Relief(the "Motion") from the automatic stay imposed by Section 362 of the Bankruptcy Code in the Bankruptcy Case. On 2 # 1915046 v.2 May 28, 2013, the Mary D. France, United States Bankruptcy Judge, entered an order lifting the automatic stay with respect to the Mortgaged Premises (the"Order"). The Order authorizes the Lender to exercise its state and non-bankruptcy law rights and remedies regarding the Mortgaged Premises. Pursuant to the Order, the Borrower was also ordered to cease operating the Mortgaged Premises pending further order of the Bankruptcy Court. A true and correct copy of the Order is attached hereto as Exhibit"D" and incorporated by reference herein. 8. Despite the fact that the Borrower has been ordered to cease operations on the Mortgaged Premises as of the date of the Order, the Borrower has continually scheduled drag racing events at the Mortgaged Premises, as is evidenced by the schedule posted on the website for the Mortgaged Premises (the"Schedule"), a copy of which is attached hereto as Exhibit "E" and incorporated by reference herein. 9. Upon information and belief, a judge of the Cumberland County Court of Common Pleas has not ruled upon any other issue in this matter, or any related matter. 10. For the reasons set forth below, the Lender requests the appointment of a receiver to operate, manage and ultimately sell the Mortgaged Premises. RIGHT TO A RECEIVER 11. The Lender has the contractual right to the appointment of a Receiver upon the occurrence of an Event of Default under the Loan Documents. 12. The Mortgage and the Assignment clearly grant the Lender the right to appoint a Receiver upon the occurrence of an Event of Default, providing as follows: [U]pon the occurrence of an Event of Default, the Lender may] [h]ave a receiver appointed to enter into possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the indebtedness. The receiver may serve without bond if permitted by law. Lender's right to a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. (See Ex. B at 5; Ex. C. at 3). 13. Where a Mortgage provides for the appointment of a receiver in the event of a default, the Court should honor the parties' agreement, including that portion of the parties' 3 # 1915046 v.2 agreement which provides for the appointment of a receiver. Metropolitan Life Ins. Co. v. Liberty Ctr. Venture, 437 Pa. Super. 544, 650 A.2d 887 (1994). 14. Therefore, in accordance with Pennsylvania law and the express terms of the Mortgage and the Assignment, the Lender is entitled to the appointment of a receiver. NECESSITY OF APPOINTING A RECEIVER 15. The Lender herein seeks to obtain an order of this Court, confirming its rights under, inter alia, the Loan Documents, to appoint a receiver to take possession of manage, lease, market, and sell the Mortgaged Premises and the Additional Collateral contained therein and to otherwise exercise its rights under the Loan Documents until the Mortgaged Premises are sold. 16. The Borrower was ordered to cease its operation on the Mortgaged Premises by the United States Bankruptcy Court for the Middle District of Pennsylvania on May 28, 2013 (See Pl. Ex. D), and the Mortgaged Premises is presently incapable of generating income while in the Borrower's possession. 17. The Borrower has not produced satisfactory evidence that the Mortgaged Premises has been properly closed and secured, creating the risk that the Mortgaged Premises and the Additional Collateral located thereupon may be damaged by trespassers or other external forces. Any damage to the Mortgaged Premises will jeopardize the ability of the Mortgaged Premises to generate revenue in the future and cause a diminution in the value of the Lender's collateral. 18. Despite multiple requests, the Borrower has not produced satisfactory proof of insurance covering the Mortgaged Premises. Further, as evidenced by the Schedule, despite the fact that the Borrower has been ordered to cease operating the Mortgaged Premises as of May 28, 2013, the Borrower has continually held racing events at the Mortgaged Premises, and has an additional event scheduled for September 8, 2013 (See Pl. Ex. E). Any unauthorized racing or other activity conducted on the Mortgaged Premises could result in injury to the public or give rise to an uncovered claim against the Borrower and his Bankruptcy Estate, further decreasing the value of the collateral and the Lender's prospects of financial recovery. 19. Upon information and belief, the Borrower has failed to make payments of real estate taxes on the Mortgaged Premises, eroding the Lender's secured position on the Mortgaged Premises and exposing the Mortgaged Premises to the risk of tax sale and judicial sale. 4 # 1915046 v.2 20. The Lender, as a secured creditor, presently holds a legal right in the Mortgaged Premises and the Additional Collateral that will be further damaged in the absence of the appointment of a receiver. 21. Irreparable injury, such as or the deterioration of the Mortgaged Premises, injury to the public, and the continued accrual of real estate taxes will result to the Lender and the Mortgaged Premises in the absence of the appointment of a receiver. PROPOSED ENGAGEMENT OF A RECEIVER 22. Lender proposes that Dean H. Geis, President of NAI Geis Realty Group, be appointed as the receiver("the"Receiver") for the Mortgaged Premises for a period commencing on the date of an Order of this Court appointing a receiver and ending upon termination of such appointment by Order of this Court. Documents evidencing the qualifications of the Receiver are attached hereto as Exhibit "F." 23. The Receiver shall charge his customary fee of$225 per hour and its customary expenses for property management and be required to obtain prior Court approval before paying himself any fees and expenses. 24. The Receiver shall serve without bond, provided that the Receiver will well and truly perform its duties and shall account for all of the monies and properties which come into his hands and shall abide by and perform all of the things which it shall be required to do pursuant to the Order of Court approving his appointment. 25. The Receiver shall be appointed for the benefit and protection of the rights and interests of the Lender. 26. The Receiver shall have all necessary powers to manage and sell the Mortgaged Premises and the Additional Collateral contained therein, including without limitation, the following powers (collectively, "Management"): a. the Receiver shall be authorized to take all actions necessary to operate, lease, market, manage, and sell the Mortgaged Premises; b. after consultation with and prior written approval of the Lender, to take possession of the Mortgaged Premises, the Additional Collateral contained therein, and all personalty related to the management or operation of the Mortgaged Premises, including without limitation, all related books, 5 # 1915046 v.2 records, bank accounts, keys, combinations for locks, and other access information; c. to employ such counsel, accountants, real estate brokers, or other professionals, contractors, and support personnel and other persons as may be necessary in order to carry out his/her/its duties as the receiver; d. to commence, prosecute (in its own name or in the name of the Borrower) or defend such actions at law or in equity that it deems necessary to fulfill its duties; e. to pay, settle, or compromise all existing bills and claims which are or may be liens against the Mortgaged Premises, or may be necessary or desirable for the sale or operation of the Mortgaged Premises and the Additional Collateral from the income and rents or from the sale proceeds of the Mortgaged Premises which are available after the Lender has been paid in full or which the Lender consents to in writing; f. to terminate or abrogate any or all agreements, contracts, understandings or commitments entered into by Borrower with respect to the Mortgaged Premises, to the extent permitted by applicable law, and to make such additional agreements and contracts necessary for the operation and preservation of the Mortgaged Premises, subject to the prior written consent of the Lender; g. subject to the prior written consent of the Lender, to open new accounts with, or negotiate, compromise or otherwise resolve the Borrower's existing obligations to utility companies or other service providers to the Borrower and, subject to the prior written consent of the Lender, to otherwise enter into such agreements, contracts or understandings with such utility companies or other service providers or suppliers as are necessary to maintain, preserve and protect the Mortgaged Premises; h. to make, enforce, modify or accept a surrender of any of the leases for the Mortgaged Premises; obtain and evict tenants or licensees; fix or modify 6 #1915046 v.2 rents; bring or defend any suits in connection with the leases or rents in its own name or in the name of Borrower, sue for or otherwise collect and receive all rents, including those past due and unpaid; i. subject to the availability of income and rents from the Mortgaged Premises and the Lender's prior written consent, to make any alterations, renovations, repairs or replacements to the Mortgaged Premises that it deems necessary or desirable for the successful operation, marketing, lease, management and sale of the Mortgaged Premises; j. subject to the prior written consent of the Lender, to execute any and all documents as may be required to list the Mortgaged Premises for sale and thereafter sell and transfer title to the Mortgaged Premises for an amount that it and the Lender deem advisable without further Order of this Court; k. to keep the Mortgaged Premises and the Additional Collateral contained therein insured (whether by existing insurance coverage or new coverage), each of which insurance shall name the receiver and the Lender as additional insureds thereunder and shall comply, at a minimum, with the terms of the Loan Documents; and 1. to apply to this Court for further discretion and for such further powers as may be necessary to enable the Receiver to fulfill its duties. 27. The Receiver shall keep a true and accurate account of any and all receipts and expenditures and shall, so often as the Court directs, file with the Court an inventory and account, under oath, of any additional property or effects which it has discovered which shall have come into its possession after its appointment, stating the balance due to it at the time of rendering of its last account and the receipts and expenditures since that time. 28. All rents, issues, profits, revenues, income or other payments which are now or hereafter become due with respect to all or any portion of the Mortgaged Premises whether pursuant to oral or written agreements shall be remitted directly to the Receiver. The Receiver may use the rents and other revenue to pay legitimate and reasonable expenses associated with the Mortgaged Premises, including sums owed to the Receiver for its fee and the reimbursement 7 # 1915046 v.2 of its expenses, including professional fees, if any. All excess cash may be used toward payment of the Lender's debt each month. 29. The Borrower shall be directed to use his best efforts to ensure a smooth transition of the operation and management of the Mortgaged Premises and the Additional Collateral contained therein to the Receiver. 30. Neither the Receiver nor any person or entity employed by it shall be liable to the Borrower or any third party for any act or omission which it has undertaken in good faith. 31. Notwithstanding anything contained herein, the Receiver shall not be required to take any action with respect to the Management that it does not believe, in the exercise of its best business judgment, to be in the best interests of preserving or selling the Mortgaged Premises and the Additional Collateral contained therein. WHEREFORE, the Lender respectfully requests that this Court appoint Dean H. Geis, President of NAI Geis Realty Group, as a receiver to oversee the operation of the Mortgaged Premises and to facilitate the ultimate sale thereof, to serve without bond. Respectfully submitted, STRADLEY RONON STEVENS & YOUNG, LLP Dated: September 13, 2013 By: L� Gretchen M. Santamour, Esquire (No. 41720) Steven J. White, Esquire (No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel: (215) 564-8000 Fax: (215) 564-8120 Attorneys for Plaintiff, Magnolia Portfolio, LLC 8 # 1915046 v.2 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour, Esq. (ID No. 41720) Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. STANLEY N. DYE : No. 2012-213 CERTIFICATION OF NON-CONCURRENCE I, Steven J. White, Esquire, attorney for plaintiff, Magnolia Portfolio, LLC ("Plaintiff'), hereby certify that I contacted with counsel for defendant, Lawrence G. Frank, on August 30, 2013, and inquired as to whether he concurred with the relief sought in the foregoing Motion. Counsel for the defendant has not responded, and it is presumed by the Plaintiff that he does not concur with the relief sought in the foregoing Motion. Dated: September 13, 2013 ('-'-`T Steven J. White 9 # 1915046 v.2 EXHIBIT A 10 # 1915046 v.2 PROMISSORY NOTE 6 f616 6 6'a...i 814 W Sew: "'e' ,:' .. ••� - � 4 .. .. 16;,FfL s,.= 19 te References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing"•••`has been omitted due to text length limitations. Borrower: Stanley N.Dye S Lender: ORRSTOWN BANK 609 Franklin Street NORTH MIDDLETON OFFICE Carlisle.PA 17013 77 EAST KING STREET PO BOX 250 SHIPPENSBURG,PA 17257 Principal Amount: $500,000.00 Date of Note: November 15.2007 Maturity Date: May 15,2028 PROMISE TO PAY, Stanley N.Dye(-Borrower")promises to pay to ORRSTOWN BANK ("Lender"),or order,in lawful money of the United States of America, the principal amount of F(ve Hundred Thousand & 001100 Dollars (5500,000.00). together with interest on the unpaid principal balance from November 15,2007.until paid in full. PAYMENT. Borrower wilt pay this loan in full immediately upon Lender's demand. If no demand is made, subject to'any payment changes resulting from changes In the Index,Borrower will pay this loan in accordance with the following payment schedule: 6 monthly consecutive interest payments,beginning December 15,2007,with interest calculated on the unpaid principal balances at an interest rate of 7.800%per annum;54 monthly consecutive principal and Interest payments In the Initial amount of*4,155.79 each,beginning June 15.2008,with interest calculated on the unpaid principal balances at an interest rate of 7.800%per annum: 185 monthly consecutive principal and interest payments in the initial amount of 54.341.04 each.beginning December 15,2012,with interest calculated on the unpaid principal balances at an interest rate based on the Waft Street Prima(currently 7.500%),plus a margin of 1.000 percentage points,resulting in an initial Interest rate of 8.500%; and one principal and interest payment of$4,339.23 on May 15,2028,with interest calculated on the unpaid principal balances at an Interest rate based on the Web Street Prime(currently 7.500%},plus a margin of 1.000 percentage points,resulting in an initial interest rate of 8.500%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will he applied first to any accrued unpaid interest;then to principal; then to any late charges;and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis;that is,by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Prime(the"Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.500% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the"Payment"section. Notwithstanding any other provision of this Note,after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable taw. Whenever increases occur In the interest rate, Lender, at its option, may do one or more of the following: (A) increase. - Borrower's payments to ensure Borrower's loan will pay off by Its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments,and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note,Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five(5)years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%1 prepayment penalty.The assessment percentage shall decrease one percent(1.O0%)per annum to par.Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended.Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing,Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not,unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather. they will reduce the principal balance due and may-result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender In writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid In full", "without recourse', or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes"payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK,77 EAST KING STREET,P.O.BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 1.6 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or 550.00, whichever is greater. . INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding Interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered In connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum Interest rate limitations under applicable law. DEFAULT. Each of the following shalt constitute an event of default("Event of Default")under this Note: Payment Default. Borrower falls to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation, covenant or condition contained in this Note or in PROMISSORY NOTE Loan No: 26473869003 (Continued)_ Page 2 any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or an Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of , creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, , repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. , This includes a garnishment of any of Borrower's accounts,including deposit accounts,with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits wfth Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or 'disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender,at its option. may,but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender,and,in doing so,cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default,other than a default In payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen(15)days;or (2) if the cure requires more than fifteen(15) 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 as reasonably practical. LENDER'S RIGHTS. Upon default, lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due,and then Borrower will pay that amount. ATTORNEYS'FEES;EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. This includes,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, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction),and appeals. If not prohibited by applicable law, Borrower also will pay any court costs,in addition to all other sums provided by law. • JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the ether. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated November 15, 2007, to Lender on real property described as "Real Property located at 1107 Petersburg Road, Boiling Springs,PA 17007"and located in Cumberland County,Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property described as"Real Property located at 1107 Petersburg Road, Boiling Springs, PA 17007"and located in Cumberland County,Commonwealth of Pennsylvania. IC) a Mortgage dated November 15, 2007,to Lender on real property described as"Real Property located at 90 Salem Church Road and 155 Salem Church Road, known as Salem Acres Mobile Home Park and Six Links Mobile Home Park respectively, Mechanicsburg, PA 17055"and located in Cumberland County,Commonwealth of Pennsylvania. (0) an Assignment of All Rents to Lender on real property described as 'Real Property located at 90 Salem Church Road and 155 Salem Church Road, known as Salem Acres Mobile Home Park and Six Links Mobile Home Park respectively, Mechaniosburg, PA 17055" and located in Cumberland County,Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth In the Mortgage and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information,required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. if the Lender does not receive the required financial information within two hundred seventy(270)days of the Borrower's fiscal year end,the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. OVERDRAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available collected balance In the account(s). . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. PROMISSORY NOTE Loan No: 26473869003 (Continued) Page 3 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your accounts)to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies)should be sent to us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,guarantees or endorses this Note,to the extent allowed by taw,waive presentment,demand for payment, and notice of dishonor. Upon any change in the terms of this Note,and unless otherwise expressly stated in writing,no party who signs this Note,whether as maker, . guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's security interest in the collateral;and take any other action deemed necessary by Lender without the consent of or notice to anyone. Alt such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable,it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST,LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID.PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS MOO) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: • X - x-.� -item y N.Dye u....Ir. .W..5.M.10.031 C.R.14,,.d Fi,ondel SAM..r.IS7r.trot. M Iaa1,Msw..Q. •FA c10.exlcm,c 111-m4 V.- EXHIBIT B 11 # 1915046 v.2 Inst. # 201303319 - Page 1 of 5 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 40-12-0344-019 - SOUTH MIDDLETON CCGIS REGISTRY 01/31/2013 BY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tax Parcel Identification No.:40-12-0344-019 I certify that the precise address of the Assignee is do Sabal Financial Group,LP.,4675 MacArthur Court,S ite 1550,Newport Beach,CA 92660 �i� Nick zellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as "Assignor"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company, its successors and assigns (hereinafter referred to as "Assignee" having an address of do Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.123 Loan Name:DYE STANLEY N Loan Ref.:26473869003 Case 1:12-bk-00609-MDF Doc 233-4 Filed 05/07/13 _Entered 05/07/13 16:25:42 -- - - -------- Desc Exhibit D Page 2 of 11 Inst. # 201303319 - Page 2 of 5 Mortgage dated November 15, 2007, executed by Stanley N. Dye, the grantor, to Orrstown Bank, the Lender, recorded on November 19, 2007, as Instrument Number 200743261 in the Official Records of Cumberland County, State of Pennsylvania ("Recorder's Office"), as the same may have been assigned, amended, supplemented,restated or modified(the "Mortgage"). The Mortgage covers the following described property: SEE ATTACHED EXHIBIT A TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Ref.:2510.123 Loan Name:DYE STANLEY N Loan Ref.:26473869003 Case 1:12-bk-00609-MDF Doc 233-4 Filed 05/07/13 Entered 05/07113 16'25'42 --- ----------- Desc Exhibit D Page 3 of 11 Inst. # 201303319. - Page 3 of 5 • IN_WITNESS WHEREOF, Assignor has caused this instrument to be executed this C�r day of .( (1u(eL( ,2013. t ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfolio,LLC,a Delaware limited liability company,its Attorney-in-Fact By: Magnolia Loan Grand Avenue Partners,Ltd., its Managing Member By: Oaktree Capital Man..:ment,L.P.,its Dix, or BY: A/111 •ere mi Name: Managing Director Title: By: Name: Robert O'Leary Title: Managing Director 3o wed an a2�`3o 600 a.rnsfnam ACKNOWLEDGMENT Khk eft c,363afa3 STATE OF CALIFORNIA ) SS: COUNTY OF Lc tewt%E,LE5 ) On this '7� day of Jq�Y , 2013, before me personally appeared Derek Smith , an.11 Robert O'Leary , as Managing Director and Managing Director for Oaktree Capital Management, L.P., Director of Magnolia Loan Grand Avenue Partners, Ltd., Managing Member of Magnolia Portfolio, LLC, a Delaware limited liability company, Attorney-in-Fact for Orrstown Bank, a Pennsylvania banking corporation,known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the foregoing instrument, and they thereupon duly acknowledged to me that they executed the same to be their free act and deed. WITNESS my hand and official seal. ( / — My commission expires: Name o otary: =arab Fitzgibbons SARAH E.FITZGIBBONS AMO Ref.:2510.123 Commission#1982582 Loan Name:DYE STANLEY N r 4 "2.:i Notary Public-California Loan Ref.:26473869003 :;r • Iwf Los Angeles County "' M Comm.E nt Dec 3 2015 Case 1:12-bk-0060 9-MDF Doc 233-4 Filed 05/07/13 Entered 05/02/13_1E:25142 Desc Exhibit D Page 4 of 11 - - Inst. # 201303319 - Page 4 of 5 EXHIBIT A South Mountain Dragway 1107 Petersburg Road South Middleton Township Boiling Springs,Pa 17007 BEGINNING at an iron pin in the center of the Petersburg Road at line of lands o Dorothy B. Snook; thence along the center of Petersburg Road, South 26 degrees 4! minutes East, 448.85 feet to an iron pin; thence by land of Donald T. Lesher et tax anc through a post at the side of the Petersburg Road(16.32 feet from the center line thereof) South 63 degrees 15 minutes West 3493 feet to a point in the center of the Old Town Run; thence by same and the center of said Run, South 2 degrees East 458.2 feet to a point; thence by the said Donald T. Lesher et ux land,North 67 degrees, 45 minutes East 528 feet to an iron pin in the center of the Petersburg Road;thence along the center of the Petersburg Road, South 21 degrees 33 minutes Ewa 1057.34 feet to a railroad spike in the center of the intersection of the Petersburg Road and a Mountain Road; thence along the center of the Mountain Road, South 61 degrees 24 minutes West 715.08 feet to a cut nail in the bridge over the Old Town Run; thence by land.of William Peiper, North 51 degrees 22 minutes West 287.98 feet to an iron pin:thence by same, South 54 degrees 30 minutes West 150 feet to an iron pin;thence by same and through an iron pin at the side of Mountain Road (13,19 feet from the center line thereof), South 21 degrees 39 minutes East 176.47 feet to appoint in the center of the Mountain Road;thence along the center of the Mountain Road,North 65 degrees 8 minutes West 272.68 feet to a point; thence by same, South 86 degrees 40 minutes West 336.33 feet to a point; thence by land of Eli Otto and through a stake at the side of Mountain Road (9.90 feet from the center line thereof), North 4 degrees 17 minutes East 384.85 feet to a stake;thence by same, North 13 degrees 38 minutes West 428.25 feet to a post; thence by same, North 79 degrees 19 minutes West 273.91 feet to a stake; thence by land of Dorothy B. Snook, North 39 degrees 27 minutes East 1634.27 feet to an iron pin in the center of the Petersburg Road, the place of BEGINNING. CONTAINING 45.092 acres,more or less, LESS AND EXCEPT ANY AND ALL PROPERTY PREVIOUSLY RELEASED OF RECORD. AMO Ref.:2510.123 Loan Name:DYE STANLEY N Loan Ref.:26473869003 Case 1:12-bk-00609-MDF Doc 233-4 Filed_05/0_7/13_ Entered-05/07/1-3-16:25:71-2— _--" —— 5-esc Exhibit D Page 5 of 11 Inst. # 201303319 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS ;: : c'• •CUMBERLAND COUNTY � ,;'~ ^ ' . . , ,P: : 1 COURTHOUSE SQUARE � y ' t r e ,.:2,4. eie a. CARLISLE, PA 17013 , � a ;1112%:.:. 717-240-6370 '' ' = Instrument Number-201303319 Recorded On 1/31/2013 At 8:11:56 AM "Total Pages-5 *Instrument Type-ASSIGNMENT OF MORTGAGE Invoice Number- 128144 User ID-MSW *Mortgagor-DYE, STANLEY N *Mortgagee-MAGNOLIA PORTFOLIO LLC *Customer-SIMPLIFILE LC E-RECORDING "FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE DO NOT DETACH RECORDING FEES - $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $50.50 I Certify this to be recorded in Cumberland County PA a or cu,ye� RECORDER OF DEEDS 1780 *-information denoted by an asterisk may change during the verification process and may not he reflected on this page. Case 1.12-bk-00609-MDF Doc 233-4 Filed 05/07/13 Entered 05/07/13 16:25:42 Desc Exhibit D Page 6 of 11 "I try Parcel Identification Number: RECORDATION REQUESTED BY: ORRSTOWN BANK NORTH MIDDLETON OFFICE 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,PA 17257 WHEN RECORDED MAIL TO: ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG.PA 17257 FOR RECORDER'S USE ONLY MORTGAGE THIS IS A PURCHASE MONEY MORTGAGE Amount Secured Hereby: S500,000.00 THIS MORTGAGE dated November 15,2007,is made and executed between Stanley N. Dye, whose address is 609 Franklin Street,Carlisle,PA 17013(referred to below:as"Grantor")and ORRSTOWN BANK,whose address is 77 EAST KING STREET,P 0 BOX 250,SHIPPENSBURG, PA 17257(referred to below as"Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys,-assigns, transfers, releases,confirms and mortgages to Lender all of Grantor's right title,end interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings,Improvements and fixtures;all streets, lanes, alleys, passages, and ways; all easements, rights of way;: all liberties, privileges, tenements, hereditaments,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and remainders with respect thereto;all water,water rights,watercourses and ditch rights(Including stock in utilities with ditch or Irrigation rights); and all other rights, royalties,and profits-relating to-the real-property, including without limitation.all minerals,oil,gas,geothermal and similar matters; (the"Real Property. )located in Cumberland County,Commonwealth of Pennsylvania: See attached The Real.Property or its address is commonly known as 1107 Petersburg Road, Boiling Springs,PA 17007. CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus interest thereon,of Grantor to Lender,or any one or more of them,as wet as all claims by Lender against Grantor or any 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 determined or undetermined,absolute or contingent,liquidated or unliquldated,.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 obligation to repay such amounts may be or hereafter may become otherwise unenforceable. 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 Lander a Uniform Commercial.Cods security interest In the-Personal Property.and Rents. THIS_.MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND.THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBUGAT1ONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF S500,000.00. THE RELATED DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PURCHASE MONEY MORTGAGE. If any of the debt secured by this Mortgage Is lent to Grantor to acquire title to the Real Property,this Mortgage shall be a purchase money mortgage under 42 P.S.Section 8141. PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage,.Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. - - POSSESSION AND:MAINTENANCE.OF THE PROPERTY. Grantor agrees that Grantor's-possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain In possession and control of the Property; (2) use,operate or manage the Property;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 With Environmental Laws. Grantor represents and warrants to Lender that: 11) During the period of Grantor's ownership of the Property,there'hes been no use,.generation,manufacture storage treatment disposal, release or Threatened release of any Hazardous Substance by any person:on under,about or from the Property; (2) Grantor has no knowledge of or reason to belleve.thatthere has bean,except as previously disclosed to and acknowledged by Lender In writing, (a) any breach or violation of any Environmental Laws, Ibl 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 is) any actual or MORTGAGE (Continued) Page 2 threatened litigation or claims of any kind by any person relating to such matters;and (31 Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous Substance on.under,about or from the Property;and lb) any such activity shall be conducted in compliance with ell applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in Investigating the Property.for Hazardous,Substances. Grantor hereby Ill 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 (2) agrees to"indemnify,defend,and hold harmless Lender against any and all claims,losses, liabilities,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 and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by lender's acquisition of any interest In the Property,whether by foreclosure or otherwise. Nuisance,Waste. Grantor shell not cause, conduct or permit any nuisance nor commit permit,or suffer any stripping of or waste on or to.the.Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor will not remove,or grant-to any other party the right to remove,any timber,minerals-(including oil and gas),coal,clay,scoria,soil,gravel or rock products without Lender's prior written consent. Removal'of Improvements. Grantor shall not-demolish or remove-any Improvements from the Real Property without Lender's prior written consent. As a condition-to the.removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to replace.such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender 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.Reel Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance-with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations,now or hereafter In effect;of ell governmental authorities applicable to the use or occupancy of the Property,including without limitation,The Americans With Disabilities Act. Grantor may contest In good faith any such law,'ordinance,or regulation,and withhold compliance during any proceeding,including appropriate appeals. i so long as Grantor ties notified Lender n writing prior to doing so and so long as,in Lender's sole opinion,Lender's interests in the.Property.are riot Jeopardized. Lender may require Grantor to poet Adequate security or a surety bond,reasonably satisfactory to Lender,to protect lender's interest. Duty to Protect.•Grantor agrees'neither.to ebandon,or leave unattended the Property. Grantor shall do all other acts,In addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary-to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare Immediately due-end payable all sums secured by.this Mortgage upon theaele,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 orinterest In-the Reel Property;whether legal,benefleial or equitable;whether voluntary or involuntary;whether by outright sale,deed,installment sale'contrect;land contract,contract for deed,leasehold interest.with a term greeter than three 131 years,lease option contract,or by eele,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 en interest in the Real Property. However,thle 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 whe •due(end'in ell events prior to delinquency)all•taxes,payroll taxes,special taxes, assessments,water charges'and sewer service charges levied against or on account of the Property,and shall pay when due all claims for work done On or for services rendered or material furnished to the Property. Grantor shall maintain the Property free'of arty liens.having priority over or equal to the Interest of Lender-under this Mortgage, except for those Ilene specifically agreed to in writing by Lender,and except for the lien of taxes and assessments notdue as further specified--In-the Right to Contest paragraph. Right to Contest. Grantor may withhold'payment of any tex,•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 as a result of nonpayment,Grantor shall within fifteen(151 days after the lien arises or,,if a lien is filed, within fifteen(151 days after Grantor has notice of'the filing,secure the dicchacge of the lien or it requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to•Lander 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 orsale under the lien. In any contest,Grantor shall defend Itself end Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished In the contest proceedings. Evidence of Payment. Grantor shell 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. Nodes of Construction. Grantor shall notify-Lender at least fifteen-(151 days before any,work is commenced,any services are furnished,.or.any materials are supplied to the Property,it any mechanic's lien,matetialmen's lien,or other Ilen could be asserted on account of the work,services,or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory.to Lender that Grantor can'and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to-insuring the Property are a part of this Mortgage; Maintenance of Insurance. Grantor shell 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 shalt also procure and maiintain comprehensive'general liability insurance in such. MORTGAGE (Continued) Page 3 coverage amounts as Lender may request with Lender being named as additional insureds in such(lability insurance policies. Additionally,Grantor shall maintain such other insurance,including but not limited to hazard, business Interruption and boiler Insurance as Lender may require. Policies shall be written by such insurance companies and In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to give such notice. Each Insurance policy also shall Include an endorsement providing that coverage In favor of Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,if available, within 45 days after notice Is given by Lender that the Property is located In a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender; and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the-Property. Lender may make proof of loss ifGrantor-fails to do so within fifteen 1151 days of the casualty. Whether or not Lender's security is 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 Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of'such expenditure,pay or reimburse Grantor from the proceeds for the reasonable cost of repair or-rrestoration If Grantor Is not in detault under this Mortgage. Any proceeds which have not been disbursed -within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall by used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest and the remainder,if any,shall-be.appliedto-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. LENDER'S EXPENDITURES. If any action or proceeding is commenced that-would-materially affect Lender's Interest in the:Proparty-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_dlacharge or pay when due.any amounts Grantor is required to discharge or pay under this Mortgage-or any Related Documents„Lender on Grantor's-behalf may(but.shall.not be obligated to)take any action that Lender deems appropriate,including but not limited to discharging or paying all taxes; liens, security interests, encumbrances.and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preservingthe Property. All such expenditures incurred or 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 and,at Lender's option,will (A) be payable on demand; (B) be added tO the balance of the Note 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 lC1 be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these.amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage'foreclosure Judgment. - WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: la)Grantor holds good and marketable title of record to the Property In fee simple.. free and clear.of ail liens,and encumbrances other than those set forth In the Real Property description or in any true insurance.policy,-title-report,or-final title opinion Issued In favor of,-and accepted by,Lender in connection with this Mortgage,and lb)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 tha Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions.Grantor's title or the'interest of Lender under this Mortgage,Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party In such proceeding, but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of Lender's own choice,and Grantor will deliver,or cause to be delivered,to tender such instruments as Lender may request from time to time to-permit such participation. Compliance With Laws. Grantor-warrants that the Property end Grantor's use of the Property complies with all existing epplicable lbws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this.Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing In nature,and shall remain In full force and effect until such time as Grantor's Indebtedness shall be paid In.full. CONDEMNATION.The following provisions relating-to condemnation proceedings are a part 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 may be necessary to defend the action and obtain the award. Grantor may be the-nominal party In such proceeding,but Lender shall be entitled to participate-in the proceeding and to be represented in the proceeding by counsel of its own choice,and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net.Proceeds. If all or any part of the Property Is condemned by eminent domain proceedings or by any proceeding or purchase infieu 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 Lander in connection with the condemnation. IMPOSITION OF TAXES,FEES-AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,-fees-and charges are a part of this Mortgage: Current Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents in addition to this Mortgage and-take whatever other action is requested by Lender to perfect and continue Lender's:lien on the Real Property. Grantor shall reimburse Lender for 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,'end other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of MORTGAGE (Continued) Page 4 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: 131 a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and 14) a specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default,and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (t) pays the tax before it becomes delinquent, or 12) contests the tax as provided above in the Taxes and(Jens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender,Grantor shell 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 or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall ensemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and t ender..end make it available to Lender within three 13) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The malting addresses of Grantor (debtor) and Lender (secured party) front which Information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform, Commercial Code)are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to•further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute-and deliver;or will cause to be made,executed or delivered,to Lender or to Lender's,designee,and when-requested by Lender,cause to be filed,recorded,raffled,or rerecorded.as the case may be,at such times and In such offices and places as Lender may.deem appropriate,any and ail such mortgages,deeds of trust,security deeds.security agreements, financing statements, continuation statements, instruments of further-assurance;certificates, and other documents as may in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete, perfect, continue, or preserve -(71 Grantor's obligations under the Note, this Mortgage, and the Related Documents,end (2) the liens and security interests created by this Mortgage as first and prior liens on the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in Writing, Grantor shall reimburse Lender for all costs and expenses incurred In connection with the matters referred to In this paragraph. Additional Authorizations. It Grantor fails to do any of the things referred to In the preceding paragraph,:Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably euthodzes 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. by is understood that nothing set forth herein shalt require Lender to take any such actions. FULL PERFORMANCE If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage,Lender shell 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,it permitted by applicable law,any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default-under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor falls to comply with or to perform any other term. obligation,covenant or-condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, .obligation,covenant or condition contained In any other agreement between Lender and Grantor. False Statements. Any warranty,representation or statement made or furnished to Lender by.Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time.thereafter. Defective Collateralization.. This Mortgage or any of the Related Documents ceases to be in full force and'effect (Including failure of any collateral document to create a valid and perfected security interest or lien)at arty time and for any-reason. Death or Insolvency. The death of Grantor,the insolvency of Grantor,the appointment of a receiver for any pert of 'Grantor's 'property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement-of foreclosure or forfeiture proceedings,whether by judicial proceeding;self,help,repossession or any other method,by any creditor of Grantor or by any governmental agency against any•property securing the.Indebtedness. This includes a garnishment of any of Grantor's accounts, Including deposit accounts,with Lender. However,this Event of Default shall not apply if there Is a good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding and it 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 Grantor under the•terms of any other agreement between-Grantor and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender,whether existing now or later. MORTGAGE (Continued) Page 5 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent,or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. In the event of a death,Lender,at Its option,may,but shell not be required to,permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender,end,in doing so,cure any Event of Default. Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. 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.(12)months,It may be cured if Grantor,after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen(15)days;or (2) if the cure requires more than fifteen(151 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 as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's option,may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate 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 end collect the Rents,Including amounts pest due and unpaid,and apply the net proceeds,over and above Lender's costs,against the Indebtedness. In furtherance of this right,Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. It the Rents-are collected by Lender,then Grantor irrevocably authorizes Lender to endorse Instruments received-in payment thereof In the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligations for which the payments are made,-whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint ReceNer. 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, and to collect the Rents from the Property and apply the proceeds, over end above the cost of the receivership,against the Indebtedness. 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 Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's Interest In all or-any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes and empowers any attorney of any court of record In the Commonwealth of Pennsylvania or elaewbere as attorney for Lender and all persons claiming under or through Lender,to reign an agreement for entering In any competent court an amicable action in ejectment for possession 6f the Property and to appear-for end 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 be a sufficient warrant;and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudiclal Sale. If permitted by applicable law,Lender may foreclose Grantor's interest In all or In any peit.of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for 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 Grantor,Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall,at Lender's option,either (1) pay a reasonable rental for the use of the Property,or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided tn this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law,Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies,Lender shall be free to sell all or any pert of the Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law,reasonable notice shell mean notice given at least ten(10) days before the time of the sale or disposition. Any sale of the Personal.Property may be made in conjunction with any sale of the Reel-Property. Election of Remedies. Election 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 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 end/or against any other co-maker,guarantor,surety or endorser and/or-to proceed against any other collateral directly or Indirectly securing the Indebtedness. Attorneys'-Fees:Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Mortgage., Lender shall be entitled to recover such sum as the court mayy adjudge reasonable as attorneys''fees at-trial and upon any appeal. Whether or not any court action Is involved, and to the extent not prohibited by law, all reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of its MORTGAGE {Continued) Page 6 Interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand end shall bear Interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,whether or not there is a lawsuit including reasonable attorneys'tees and expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports )including foreclosure reports), surveyors' reports, and appraisal tees and title Insurance, to the extent permitted by applicable law. Grantor also will pay any court costs,In addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law,any notice required to be given under this Mortgage shall be given In writing, and shell be effective when actually delivered, when actually received by telefecsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,if mailed,when deposited in the United States mall,as first class,certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage 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 formal written notice to the other parties,specifying that the purpose of the notice Is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law,It there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage,together with any Related Documents, constitutes the entire,understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or 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 Lander shall require. Net operating Income"shall mean all cash receipts tram the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings In this Mortgage are for convenlence purposes only and are not to be used to interpret or define the provisions of this Mortgage. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver Is given in writing and signed by-Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right-or any other right. A waiver by Lender of-e 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, shell constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender in any Instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. 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 unenforceability of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the Interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence In the performance of this Mortgage. 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-shell 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 shell have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word"Borrower'means Stanley N.Dye and includes all co-signers end co-makers signing the Note and all their successors end assigns. Default. The word'Default'means the Default set forth In this Mortgage in the section titled"Default". Environmental Laws. The words "Environmental Laws' mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9601,at seq.-I"CERCLA"),the Superfund Amendments and Reauthorization Act.of 1986,Pub,.L No.99-499('SARA"),the Hazardous Materials Transportation.Act,49-U.S.C.Section 1801,at 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 Mortgage in the events of default section of this Mortgage. Grantor. The word"Grantor'means Stanley N.Dye. 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 Note. Hazardous Substances. The words "Hazardous Substances' mean materials that, because of their quantity, concentration or physical.chemical or infectious characteristics,may cause or pose a present or 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 MORTGAGE (Continued) Page 7 include without limitation any and all hazardous or toxic substances,materials or waste as defined by or listed under the Environmental Laws. The term"Hazardous Substances'also includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The.word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property,facilities,additions,replacements and other construction on the Real Property. Indebtedness. The word Indebtedness' means all principal,interest, and other amounts,costs and expenses payable under the Note or Related Documents,together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. Specifically, without limitation,Indebtedness Includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Mortgage. Lender. The word"Lender"means ORRSTOWN BANK,its successors end assigns. Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender. - -- Note. The word "Note" means the promissory note dated November 15, 2007, in the original principal amount.of$500,000.00 from Grantor to Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of the Note is May 16,2028.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words"Personal Property" mean all agulpment,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; end together with all proceeds (including without limitation all Insurance proceeds and refunds of premiums)from any sale or other disposition of the.Property. Property. The word"Property'means collectively the Real Property and the Personal Property. Real Property. The words"Real Property'mean the real property,Interests and rights,as further described In this Mortgage. Related Documents. The words 'Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing,executed In connection with the Indebtedness. Rents. The word"Rents' means all present and future rents,revenues, income, issues, 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: tanley Dye Sign-111 f, •wledged and.'elivere.'.the presence of: N„ !i At--/ /ate s r / X Witness CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein is as follows: NORTH MIDDLETON OFFICE,77 EAST KING STREET,P 0 BOX 250.SHIPPE. : -G,PA 17257 • Attorney or Age - • ortgagee . . . . . , . MORTGAGE (Continued) Page 8 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) I SE COUNTY OF LL[m/ -72-4-,},✓7"7 ) g/4-7U—e,..,On this,the )5' day of 00 ole,1yo 124,- ,20 67 ,before me 1(4,--1-4, t,Lea L f ,the undersigned Notary Public,personally appeared Stanley N.Dye,known to me(or satisfactorly proven)to b�ethe person whose name is subscribed to the within Instrument,and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof,I hereunto set my hand and official seal. �� INOTARIAL SEAL Mi� �X /��, KAREN KAYBUCKtF/ `—al Notary Public Notary Public in and for the State of lIMA sOIRH MmDIETON TWR CUMBERLAND COUNTY My Commission Expires Jun 23,2009 TO L..a..v..r.Aainmi c.M..rb....w.. ..w..u7..07...ry,oc...r•PA s1e19.11 0mfl 1..4,n, South Mountain Dragway 1107 Petersburg Road South Middleton Township Boiling Springs,Pa 17007 BEGINNING at an iron pin in the center of the Petersburg Road at line of lands of Dorothy B. Snook; thence along the center of Petersburg Road, South 26 degrees 45 minutes East,448.85 feet to an iron pin; thence by land of Donald T. Lesher et ux and through a post at the side of the Petersburg Road(16.32 feet from the center line thereof) South 63 degrees 15 minutes West 349.3 feet to a point in the center of the Old Town Run; thence by same and the center of said Run,South 2 degrees East 458.2 feet to a point;thence by the said Donald T. Lesher et ux land,North 67 degrees,45 minutes East 528 feet to an iron pin in the center of the Petersburg Road;thence along the center of the Petersburg Road, South 21 degrees 33 minutes East 1057.34 feet to a railroad spike in the center of the intersection of the Petersburg Road and a Mountain Road;thence along the center of the Mountain Road,South 61 degrees 24 minutes West 715.08 feet to a cut nail in the bridge over the Old Town Run; thence by land of William Peiper,North 51 degrees 22 minutes West 287.98 feet to an iron pin:thence by same,South 54 degrees 30 minutes West 150 feet to an iron pin;thence by same and through an iron pin at the side of Mountain Road(13.19 feet from the center line thereof),South 21 degrees 39 minutes East 176.47 feet to appoint in the center of the Mountain Road;thence along the center of the Mountain Road,North 65 degrees 8 minutes West 272.68 feet to a point;thence by same, South 86 degrees 40 minutes West 336.33 feet to a point;.thence by land of Eli Otto and through a stake at the side of Mountain Road (9.90 feet from the center line thereof),North 4 degrees 17 minutes East 384.85 feet to a stake;thence by same, North 13 degrees 38 minutes West 428.25 feet to a post;thence by same,North 79 degrees 19 minutes West 273.91 feet to a stake; thence by land of Dorothy B. Snook, North 39 degrees 27 minutes East 1634.27 feet to an iron pin in the center of the Petersburg Road, the place of BEGINNING. CONTAINING 45.092 acres,more or less. ROBERT P.ZIEGLER RECORDER OF DEEDS . CUMBERLAND COUNTY *��� _ 1 COURTHOUSE SQUARE ti,4 �'``-Ip a x,3 CARLISLE,PA 17013 •i :ti"�;° e ;1 :it . +:, 717-240-6370 -; Instrument Number-200743261 Recorded On 11/19/2007 At 8:17:15 AM *Total Pages-10 *Instrument Type-MORTGAGE Invoice Number-9029 User ID-AF *Mortgagor-DYE,STANLEY N *Mortgagee-ORRSTOWN BANK *Customer-BUCKLEY *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES — $21.50 RECORDER OF DEEDS AFFORDABLE HOUSING $11.50 This page is now part COUNTY ARCHIVES.FEE $2.00 of this legal document. ROD ARCHIVES FEE $3.00 TOTAL PAID $48:.50 I Certify this to be recorded in Cumberland County PA 70 coat:44\4\ ° icy/ (° RECORDER 0 D DS •�-114.� ) +�ao *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 1111111111111 EXHIBIT C I2 #1915046 v.2 Inst. # 201303320 - Page 1 of 5 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 40-12-0344-019 - SOUTH MIDDLETON CCGIS REGISTRY 01/31/2013 BY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway, Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tax Parcel Identification No.:40-12-0344-019 I certify that the precise address of the Assignee is do Sabal Financial Group,L.P.,4675 MacArthur Court,�Suite 1550,Newport Beach,CA 92660 te Nickllone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as"Assignor"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company, its successors and assigns (hereinafter referred to as "Assignee" having an address of do Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.123 Loan Name:DYE STANLEY N Loan Ref.:26473869003 Case Doc 233-4 Filed 05/07/13 Entered 05/07/13 16:25:42_ Desc Exhibit D Page 7 of 11 Inst. # 201303320 - Page 2 of 5 Assignment of Rents dated November 15, 2007 (the "Assignment of Rents"), made by Stanley N. Dye, in favor of Orrstown Bank, recorded November 19, 2007, as Instrument Number 200743262 in the Real Estate Records of Cumberland County, State of Pennsylvania("Real Estate Records"); Any notes and or other agreements evidencing the indebtedness and/or the obligations secured by the recorded loan documents indentified above; and Any and all other documents and instruments evidencing, securing and/or relating to the indebtedness and/or obligations secured by the recorded loan documents identified above. The Assignment of Rents covers the following described property: SEE ATTACHED EXHIBIT A TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC, ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Ref.:2510.123 Loan Name:DYE STANLEY N Loan Ref:26473869003 Case 1:12-bk-00609-MDF Doc 233-4 Filed 05/07/13 Entered 05/07/13.16:25:42 _ Desc Exhibit D Page 8 of 11 Inst. # 201303320 - Page 3 of 5 01 \ IN_WITNESS WHEREOF, Assignor has caused this instrument to be executed this p't.° day of Jana ,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfolio,LLC,a Delaware limited liability company,its Attorney-in-Fact By: Magnolia Loan Grand Avenue Partners,Ltd., its Managing Member By: Oaktree Capital Mana t- ent,L.P.,its Dire t r -r ' / i By: /�, i /Al . Name: Derek Smith Title: Managing Director am By: Name: Robert O'Leary Title: Managing Director oQc�y KCw jQOUCta{�1 rTn cO3 336 ACKNOWLEDGMENT f2uf7G(f Numb le — STATE OF CALIFORNIA ) ) SS: COUNTY OF _i,F,( �S ) On this 'Vt.\ day of V,*�4 , 2013, before me personally appeared Derek Smith , and Robert O'Leary , as Managing Director and Managing Director for Oaktree Capital Management, L.P., Director of Magnolia Loan Grand Avenue Partners, Ltd., Managing Member of Magnolia Portfolio, LLC, a Delaware limited liability company, Attorney-in-Fact for Orrstown Bank, a Pennsylvania banking corporation,known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the foregoing instrument, and they thereupon duly acknowledged to me that they executed the same to be their free act and deed. + WITNESS my hand and official seal. 1„ pia. Lap My commission expires: Name of Notary: III Sarah Fitzgibbons SARAH E.FITZGIBBONS :r�ibtl" Commission#1982582 AMO Ref.:2510.123 ..�';:;'� Loan Name:DYE STANLEY N 1' ;•;" Notary Public-California �'r"!T/ Loa Angeles County Loan Ref.:26473869003 M Comm.Ex res l)ec 3 2015 Case 1:12-bk-00609-MDF Doc 233-4 Filed 05/07/13 Entered 05/07113 .6.25:42 Desc Exhibit D Page 9 of 11 Inst. # 201303320 - Page 4 of 5 EXHIBIT A South Mountain Dragway 1107 Petersburg Road South Middleton Township Boiling Springs,Pa 17007 BEGINNING at an iron pin. in the center of the Petersburg Road at line of lands o: Dorothy B. Snook; thence along the center of Petersburg Road, South 26 degrees 4'. minutes East, 448.85 feet to an iron pin;thence by Iand of Donald T. Lesher et ux ark through a post at the side of the Petersburg Road(1632 feet from the center line thereof) South 63 degrees 15 minutes West 349.3 feet to a point in the center of the Old Town Run; thence by same and the center of said Run, South 2 degrees East 458.2 feet to a point; thence by the said Donald T. Lesher at ux land,North 67 degrees,45 minutes East 528 feet to an iron pin in the center of the Petersburg Road;thence along the center of the Petersburg Road, South 21 degrees 33 minutes East 1057.34 feet to a railroad spike in the center of the intersection of the Petersburg Road and a Mountain Road; thence along the center of the Mountain Road, South 61 degrees 24 minutes West 715.08 feet to a cut nail in the bridge over the Old Town Run; thence by land of William Peiper, North 51 • degrees 22 minutes West 287.98 feet to an iron pin;thence by same, South 54 degrees 30 minutes West 150 feet to an iron pin;thence by same and through an iron pin at the side of Mountain Road(1.3.I9 feet from the center line thereof), South 21 degrees 39 minutes East 176.47 feet to appoint in the center of the Mountain Road;thence along the center of • the Mountain Road, North 65 degrees 8 minutes West 272.68 feet to a point;thence by same, South 86 degrees 40 minutes West 336.33 feet to a point; thence by land of Eli Otto and through a stake at the side of Mountain Road (9.90 feet from the center line thereof), North 4 degrees 17 minutes East 384.85 feet to a stake;thence by same, North 13 degrees 38 minutes West 428.25 feet to a post; thence by same, North 79 degrees 19 minutes West 273.91 feet to a stake; thence by land of Dorothy B. Snook, North 39 degrees 27 minutes East 1634.27 feet to an iron pin in the center of the Petersburg Road, the place of BEGINNING. CONTAINING 45.092 acres,more or loess. LESS AND EXCEPT ANY AND ALL PROPERTY PREVIOUSLY RELEASED OF RECORD. AMO Ref.:2510.123 Loan Name:DYE STANLEY N Loan Ref.:26473869003 Case 1:12-bk-00609-MDF Doc 233-4 Filed Q5/01/13 -Entered-05/0-7/3-3-16:25:42-"---- —15esc Exhibit D Page 10 of 11 Inst. # 201303320 - Page 5 of 5 ROBERT P. ZIEGLER Y•^ HO RECORDER OF DEEDS ` CUMBERLAND COUNTY .,'x' ""`� = `" ' . 1 COURTHOUSE SQUARE CARLISLE, PA 17013 �. !/ 717-240-6370 1. n Instrument Number-201303320 Recorded On 1/31/2013 At 8:11:57 AM ~Total Pages-5 *Instrument Type-ASSIGNMENT Invoice Number- 128144 User ID-MSW *Grantor-DYE, STANLEY N *Grantee-MAGNOLIA PORTFOLIO LLC *Customer-SIMPLIFILE LC E-RECORDING *FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES - $11.50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES COUNTY ARCHIVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $27.00 I Certify this to be recorded in Cumberland County PA a `Lea ,o S' • \ -111M RECORDER OF DEEDS 1760 *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. tease 1:12_bk-00609-MDE Doc 233-4 Filed 05/07/13 Entered 05/07/13 16_25:42 Desc Exhibit D Page 11 of 11 Parcel Identification Number: RECORDATION REQUESTED BY: ORRSTOWN BANK NORTH MIDDLETON OFFICE 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,PA 17257 WHEN RECORDED MAIL TO: ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA 17257 FOR RECORDER'S USE ONLY ASSIGNMENT OF RENTS THIS ASSIGNMENT OF RENTS dated November 15, 2007, is made and executed between Stanley N.Dye,whose address is 609 Franklin Street,Carlisle,PA 17013(referred to below as "Grantor")and ORRSTOWN BANK,whose address is 77 EAST KING STREET, P 0 BOX 250, SHIPPENSBURG,PA 17257(referred to below-as"Lender"). ASSIGNMENT. For valuable consideration,Grantor hereby assigns,grants a continuing security interest in,and conveys to tender all of Grantor's right,title, and interest in and to the Rents from the following described Property located in Cumberland County, Commonwealth of Pennsylvania: See attached The Property or address is commonly known as 1107 Petersburg Road,Boiling Springs,PA 17007. CROSS-COLLATERAEIZATION. In addition to the Note, this Assignment secures all obligations,debts and liabilities, plus interestthereon,of Grantor-to Lender,or any one or,more of them,as well as all claims by Lender against Grantor or any 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,determined or undetermined, absolute 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 obligation to repay such amounts may be or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE Ill PAYMENT OF THE INDEBTEDNESS AND 12)PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE,THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND.PERFORMANCE. Except as otherwise provided In this Assignment or any Related Documents,Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises its right to collect.the Rents as provided below and so long as there Is no default under this Assignment,Grantor may remain In possession and control of and operate and manage the Property end collect.the Rents,provided that the.granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S-REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights,loans,(lens,encumbrances,end claims except as disclosed to and accepted by Lender in writing. Right to Assign. Grantor has-the full right,power and authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument.now In force. No Further Transfer. Grantor will not sell,assign,encumber,or otherwise dispose of any of Grantor's rights In the Rents except as provided in this Assignment. LENDER'S RIGHT TO-RECEIVE AND COLLECT RENTS. Lender shall have the right at any time,and even though no default shall have occurred under thls.Assignment,to collect and receive the.Rents. For this purpose,Lender Is hereby given and granted the following.rights,powers and authority: Notice to Tenants. Lender may send notices to any and-all.tenants of the Property advising them of this. Assignment and directing all Rents to be paid directly to Lender or Lender's agent Enter-the Property. Lender may:enter upon and take possession-et the Property;demand,collect and receive from the tenants or from any other persons-liable_therefor,all of the Hems;Institute and carry on all legal proceedings necessary for the.protection of the Property, Including such proceedings as may be necessary to recover possession of the Property;:collect the.Rents end remove any tenantor tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property end keep the same In repair; to pay the costs:thereof:-and of all services.of all employees,including their equipment,and of all continuing costs and expenses of maintaining the Property.In proper repair end:condition,and also-to pay all taxes,assessments and water utilities,and the premlums.on fire and other Insurance effected by Lander on the Property. ASSIGNMENT OF RENTS (Continued) Page 2 Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the Commonwealth of Pennsylvania and also all other laws,rules,orders, ordinances and requirements of all other governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate,either In Lender's name or in Grantor's name,to rent and manage the Property,Including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things,and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shell be for Grantor's account and Lander may pay such costs and expenses from the Rents. Lender,in its sole discretion,shall determine the application of any and all Rents received by it;however,any such Rents received by Lender which are not applied to such costs and expenses shall be applied.to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a pert of the Indebtedness secured by this Assignment,and shall be payable on demand,with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations Imposed upon.Grantor under this Assignment,the Note,and the Related Documents,Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security Interest In the Rents and the Property. Any termination lea required by law shall be paid by Grantor,If permitted by applicable law. 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 Assignment or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment 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 Rents or the Property and paying all 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 Note from the data incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will Al I be payable on demand; (f3) be added to the balance of the Note 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 -(Cl be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment 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. DEFAULT. Each of the following,at Lender's option,shall constitute an Event of Default under this Assignment: Payment Default. Grantor falls to make any-payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Assignment or in any of-the Related Documents or to comply with or to perform any term, obligation,covenant or condition consumed in any other agreement between Lender and Grantor. Default on Other Payments. Failure-of Grantor within the time required by this Assignment to make any.payment for taxes or insurance;or any other payment necessary to prevent filing of or to effect of any lien. False Statements. Any warranty,representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Assignment or the Related Documents is false or.misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Colleteralization. This Assignment or any of the Related Documents ceases to be in full force and effect (Including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency_ The death of Grantor,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by Judicial proceeding,self-help,repossession or any other method,by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This Includes a garnishment of any of Grantor's accounts,including deposit accounts,with Lender. However,this Event of Default shell not apply If there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and If Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender. In its sole discretion,as being en adequate reserve or bond for the dispute. Property Damage or Less. The Property is lost,stolen,substantially damaged,Gold,or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent,or revokes or disputes the validity-of, or liability under,any Guaranty of the Indebtedness. In the event of a death,Lender,at its option,may,but shall not be required to,permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty In a manner satisfactory to Lender,and,in doing so,cure any Event of Default. Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Insecurity. Lender In good faith believes Itself insecure. Cure Provisions,. 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 Assignment within the preceding twelve(12)months,it may be cured if Grantor,after receiving written notice from Lander demanding cure of such default (1) cures the default within fifteen(15)days;or (2) If the cure requires more than fifteen(15)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 as reasonably practical. ASSIGNMENT OF RENTS (Continued) Page 3 RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Lender may exercise any one or more of the following rights and remedies,In addition to any other rights or remedies provided by taw: Accelerate Indebtedness. Subject to applicable law,Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable. Collect Rents. Lender shall have the right,without notice to Grantor,to take possession of the Property and collect the Rents,including amounts past due and unpaid,and apply the net proceeds,over and above Lender's costs,against the Indebtedness. In furtherance of this right,Lender shalt have all the rights provided for in the Lender's Right to Receive and Collect Rents Section,above. If the Rents are collected by Lender,then Grantor irrevocably authorizes Lender to endorse Instruments received in payment thereof in the name:of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent or through a receiver. Appoint 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, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform en obligation of Grantor:under this Assignment,after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise Its remedies. Attorneys'Fees;Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reeeoneble as attorneys'fees at trial end upon any appeal. Whether or not any court action Is involved, and to the extent not prohibited by law, all reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of its Interest or the enforcement of its rights shall become a pert of the Indebtedness payable on demand and.shall.bear Interest at the Note rate from-the date of the expenditure until repaid. Expenses covered-by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,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 reports),surveyors'reports,and appraisal fees,title insurance,and fees for the Trustee,to the extent permitted by applicable law. Grantor also will pay any court costs,in addition to all other sums provided by law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pert of this Assignment: Amendments, This Assignment,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth In this Assignment. No alteration of or amendmentto this Assignment 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. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to Interpret or define the provisions of this Assignment. Merger. There shell be no merger of the interest or estate created by this assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Interpretation. 111 in all cases where there is more then one Borrower or Grantor,then all words used in this Assignment in the singular shall be deemed to have bean used In the plural where-the--context and construction so require. (2) If more than one person signs this Assignment as"Grantor,"the obligations of each Grantor:are;joint and several. This means that if Lender brings a lawsuit,Lender may sue any-one or more of the-Grantors. If Borrower and Grantor are not the same person,Lender need not sue Borrower rfr t,and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections In this Assignment-are for convenience purposes only.They are not to be used to interpret or define the provisions of this-Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment 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 ot a provision of this.Assignment 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 Assignment. No prior waiver by Lender;nor any course of dealing between Lender end Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as PS any future transactions. Whenever the consent of Lender Is required under this Assignment 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. Notices. Unless otherwise provided by applicable law,any notice required to be given under this-Assignment shall be given in writing,and shall be affective when actually delivered,when actually received by telefacaimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier;or if mailed,when deposited in the United States mall,as first class, certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Assignment. Any party may changeIts,addressfor-noticesunder this. Assignment by giving formal written notice to the other parties,specifying.that the purpose of the notice into change the party's address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law,If there Is more then one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Exercbe of Authorization end Powers, The venous authorizations and•powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by-Grantor until such time as the same are renounced by Lender. It is understood and agreed that any exercise:of this authorization-by Lender shall be on behalf of Lender and not on behalf of Grantor. Lender Is not an agent or fiduciary of.Grantor. However,in exercising the authorization granted hereby,Lender shall exercise reasonable caution-and.prudence and Lender shall keep full and accurate record of all actions,receipts and disbursements. • ASSIGNMENT OF RENTS (Continued) Page 4 Severability. If a court of competent jurisdiction finds any provision of this Assignment 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 Assignment. Unless otherwise required by law, the illegality. Invalidity, or unenforceabiliry of any provision of this Assignment shall not affect the legality,validity or enforceability of any other provision of this Assignment. Successor Interests. The terms of this Assignment shall be binding upon Grantor, and upon Grantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. Time Is of the Essence. Time is of the essence In the performance of this Assignment. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT,GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON,EXCEPT JUDGMENT CREDITORS OF GRANTOR,ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and-terms shall have the following meanings when used in this Assignment. 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 Assignment shall have the meanings attributed to such terms In the Uniform Commercial Code: Assignment. The word"Assignment"means this ASSIGNMENT OF'RENTS,as this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with all exhibits and schedules attached to this.ASSIGNMENT OF RENTS from time to time. Borrower. The word'Borrower"means Stanley N.Dye. Default. The word"Default"means the Default set forth in this Assignment In-the-Section titled"Default". Event of Default. The words"Event of Default"mean any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word'Grantor"means Stanley N.Dye. 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 Note. Indebtedness. The word 'Indebtedness" means all principal, interest,.and other amounts, costs and expenses payable under the Note or Related Documents, together with ail 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.Assignment, together with interest on such amounts as provided in this Assignment. Specifically,without limitation,Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Assignment. Lender. The word"Lender"means ORRSTOWN BANK,its successors-and assigns. Note. The word "Note" means the promissory note dated November 15, 2007,in the original principal amount of 4500,000.00 from Grantor to Lander,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,and substitutions for the promissory note or agreement. Property. The word "Property' means all of Grantor's right, title and interest In-end to all the Property as described in the"Assignment'section of this Assignment. 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 Instruments, agreements and documents, whether now or hereafter existing,executed In connection with the Indebtedness. Rents. The word"Rents"means all of Grantor's present and future rights,title and interest in,to and under any and all present and future leases, Including, without limitation, ell rents, revenue, Income, issues, royalties, bonuses,accounts receivable,cash or security deposits,advance rentals,profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind and nature,whether due now or later,Including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT. THIS DOCUMENT IS EXECUTED ON NOVEMBER 15.2007. THIS ASSIGNMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS ASSIGNMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT.ACCORDING TO LAW:- GRANTOR: -' Seal) today N.Dye — Signed,y 0,wledg sliver presence of: f X Witness ASSIGNMENT OF RENTS (Continued) Page 5 CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK.herein Is as follows: NORTH MIDDLETON OFFICE,77 EAST KING STREET,P O BOX 250,SHIPPE44URG,PA 17257 ttornney or A. or Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 )SE COUNTY OF GUeµ/f[ -L � �) 1 On this,the /'S day of 1.o+''�iri��-'– ,20 O'7 ,before me �–� �/ e.vi•_c.,o. ,.the undersigned Notary Public,personally appeared Stanley N.Dye,known to me for satisfectdrily proven)to Abe the person whose name is subscribed to the within Instrument,and acknowledged that he or she executed the sarrla for the purposes therein contained 7. In witness whereof,I hereunto set my hand and officlaf se-,t {,/ NOTRtA1SFAL ■ /1_ I Ll— ,i U KAREN KAY BUCKLEY Notary pubEe Notary Public In and for the'tate of UINWEDDtETON1WP,CIEVIN ANOCOIR t MY CommWlon Expires Jun 23,2009. Uses ma Ir.,n....1\,0.f0,Cr,.W7.M rm#a, ,,..w.IN,.1001.AS f...,m,.5 ,IA.smanas,ue 7EINM!k, South Mountain Dragway 1107 Petersburg Road South Middleton Township Boiling Springs,Pa 17007 BEGINNING at an iron pin in the center of the Petersburg Road at line of lands of Dorothy B. Snook; thence along the center of Petersburg Road, South 26 degrees 45 minutes East,448.85 feet to an iron pin;thence by land of Donald T. Lesher et ux and through a post at the side of the Petersburg Road(16.32 feet from the center line thereof) South 63 degrees 15 minutes West 349.3 feet to a point in the center of the Old Town Run; thence by same and the center of said Run, South 2 degrees East 458.2 feet to a point;thence by the said Donald T.Lesher et ux land,North 67 degrees,45 minutes East 528 feet to an iron pin in the center of the Petersburg Road;thence along the center of the Petersburg Road, South 21 degrees 33 minutes East 1057.34 feet to a railroad spike in the center of the intersection of the Petersburg Road and a Mountain Road;thence along the center of the Mountain Road,South 61 degrees 24 minutes West 715.08 feet to a cut nail in the bridge over the Old Town Run; thence by land of William Peiper,North 51 degrees 22 minutes West 287,98 feet to an iron pin:thence by same,South 54 degrees 30 minutes West 150 feet to an iron pin;thence by same and through an iron pin at the side of Mountain Road(13.19 feet from the center line thereof),South 21 degrees 39 minutes East 176.47 feet to appoint in the center of the Mountain Road;thence along the center of the Mountain Road,North 65 degrees 8 minutes West 272.68 feet to a point;thence by same, South 86 degrees 40 minutes West 336.33 feet to a point;thence by land of Eli Otto and through a stake at the side of Mountain Road (9.90 feet from the center line thereof),North 4 degrees 17 minutes East 384.85 feet to a stake;thence by same, North 13 degrees 38 minutes West 428.25 feet to a post;thence by same,North 79 degrees 19 minutes West 273.91 feet to a stake; thence by land of Dorothy B. Snook, North 39 degrees 27 minutes East 1634.27 feet to an iron pin in the center of the Petersburg Road, the place of BEGINNING. CONTAINING 45.092 acres,more or less. ROBERT P.ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE � � ,, 6° -7 CARLISLE,PA 17013 e y 717-240-6370 } l x Instrument Number-200743262 Recorded On 11/19/2007 At 8:17:16 AM *Total Pages-7 *Instrument Type-ASSIGNMENT Invoice Number-9029 User ID-AF *Grantor-DYE,STANLEY N *Grantee-ORRSTOWN BANK *Customer-BUCKLEY *FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $15.50 RECORDER OF DEEDS DO NOT DETACH COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 page a e is now part TOTAL PAID $21.00 g P of this legal document. I Certify this to be recorded in Cumberland County PA is 0) RECORDER Ok EDS nw� •-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 141 151111111 1141 EXHIBIT D 13 # 1915046 v.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA IN RE: STANLEY N. DYE d/b/a D&D Septic d/b/a : CHAPTER 11 Buggy Bath Car Wash d/b/a Six Links Mobile : Home Park d/b/a Holly Manor Mobile Home : Park d/b/a Salem Acres Mobile Home Park : and : CASE NO.: 1:12-bk-00609 SUSAN E. DYE, Debtors. : MAGNOLIA PORTFOLIO, LLC, Movant : v. STANLEY N. DYE d/b/a D&D Septic d/b/a : Buggy Bath Car Wash d/b/a Six Links Mobile : Home Park d/b/a Holly Manor Mobile Home : Park d/b/a Salem Acres Mobile Home Park : and • SUSAN E. DYE and UNITED STATES TRUSTEE, Respondents. : ORDER OF COURT AND NOW, upon consideration of the Motion for Relief from the Automatic Stay filed by Magnolia Portfolio, LLC ("Magnolia") and all responses thereto, cause being shown, it is hereby ORDERED: 1. The Motion is granted; 2. The Automatic Stay of 11 U.S.C. §362 is terminated as it affects the interest of Magnolia in the premises of the Debtors, more specifically described as 1107 Petersburg Road, Boiling Springs, PA 17007 ("the Property"); 3. Magnolia may pursue its non-bankruptcy law rights and remedies involving the Property; and 4. The Debtors shall cease operating the Property pending further Order of Court. By the Court, Dated: May 28, 2013 hi /AL–. viiderVA- Case 1:12-bk-00609-MDF Doc 244 Filed 05/28/13 En ered t /28/13hilf1lj ,,asc Main Document Page 1 of EXHIBIT E 14 #1915046 v.2 Quarter Aces Drag-O-Way Page 1 of 14 '.. . •• tom' ,,, ' s • Boiling Springs, PA (717) 258-6287 "Pennsylvania's Finest 1/8 Mile Strip" Schedule Classes Entry/Payout Track Info NA What's New At Quarter Aces are 9/8/2013-Congratulations to Quarter Aces Points Winners for 2013. Bill Wilkinson in Super,Wes Garman in Motorcycle/Sled,Lester Holtzapple in Pro,Joe Wetzel in Street.and Brady Kile in Jr.Dragster. Bill,Wes,Lester and Joe will be#l's representing us at Brackets Finals!!! Thank you to all for your cooperation. It was great to see everyone!! 9/4/2013-We are closed for the remainder of the 2013 Racing Season. Thank you to all that Supported us.!!! 4 9/3/2013-Bracket Team DO NOT come to the track on Sept.8,2013. Paul Burruss has offered us his home to get together this Sunday Sept.8th,2013,10 AM-2PM to take care of Packets and Pit Vehicle Passes. Also anyone wanting additional chicken dinner tickets they are$10.00 I will need to know how many you need and payment when we get together. E-mail me please nhrap133 @comcast.net. E-Mail me for directions and Paul's Address. Thank you very much. For the Pit Vehicle Stickers I will be needing a photo copy of your insurance with the vehicle listed and$10.00. If you don't have your own insurance you can purchase the NHRA Insurance for$50.00. I still have a few of you that have not updated your NHRA Memberships or Comp#. I need that right away as the roster is to be in by Sept.9th. 8/27/2013-Due to circumstances beyond our control we are cancelled for the 2013 race season. Thank you to everyone, Bracket Finals Team-I need for those of you that still have to update your NHRA Registration or Comp rya] Numbers to please get on that. I need to get the Roster in just after Labor Day. We will take care of teching the 'EIlifllf cars and get pit vehicle passes for Bracket Finals. ALSO-Bracket Finals Team I am looking for ideas for our Bleachers for Team Spirit this year. E-mail me with ideas. Thanks very much,Mike,Kathy&Brittany Jones nhrap133 @comcast.net 8/21/2012-WE ARE CANCELLED FOR SUNDAY AUGUST 25,2013. Sept 1st SPR 12 Sept 2nd SPR 13/Labor Day .,_ Sept 8th All Classes/6.50/7.50 Sept 15th All Classes/NHRA Jr Draster Challenge ei. 1,:: NkRk �:3 ' , . ........ 8/15/2013-Due to flooding we are CANCELLED FOR 8/18/2013. Thanks everyone. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 2 of 14 EATM4L ""w)' PRIOSIER ill July 12,2013-All Chrysler Nationals Gates open at 1 PM,Time Runs at 3PM,Eliminations at 6PM. Classes are Super Pro(Electronics)($50.00),Pro E T($40.00),Street($40.00)and Trophy Class($30.00),Time Runs($25.00). Spectators$12.00. Jeff Doster,Autos Unlimited will be sponsoring an additional$50.00 NAR to the winners of Super Pro,Pro E T,and Street Class. Also a$100.00 Summit Gift Card will be awarded to the winner of Pro E T Class,and a$50.00 Summit Gift Card will be awarded to the winner of Street Class. AEROSPA Jeff will also have Alcohol and Race Fuel for sale at the track for this race. You are welcome to drop your rig in the morning and then go out to the Fairgrounds. FYI- Quarter Aces Drag-O-Way,NHRA Member Track Spotlight Summit Racing Equipment NHRA Nationals Lucas Oil Sportsman show ESPN2,July 13,9am-10 a.m.EST Race Results for 7/7/2013 Super Pro Class saw Rob Barnes winning over Brian Stoner,with Bill Smith in the Semis. Pro E T Class had Ernie Zagars winning over Scott Thomas,with Lester Holtzapple and Brandon Wentzel in the Semis. Motorcycle/Sled Class had Wes Garman winning over Chris Zarichansky,with Mike Jones in the Semis. Street Class had Steven Greenplate winning over Brandon Wentzel,with Steve Retherford in the Semis. Trophy Class had Wayne Donoho winning over Kerwood Weaver,with Nick Johnson and Bill Ebright in the Semis. Sport Compact Class had Abraham Hockenberry winning over Tristan Ramos, with James Kellert and Rodney Hamilton in the Semis. Jr Dragster Class saw Brady Kile winning over Maddie Stephens. Race Results for 6/30/2013- Super Pro Class had Tim Grauling winning over Dylan Griffey,with Kerm Shindledecker in the Semis. Pro E T Class had Bob Crum winning over Jeff Doster,Sr.,with Lester Holtzapple in the Semis. Motorcycle/Sled Class had Wes Garman winning over Steven Myers,with Autumn Cox in the Semis. Street Class had Joe Wetzel winning over Kevin Stough,with Doug Wetzel and Daryl McNew in the Semis. Trophy Class had Wayne Donoho winning over Walt Coover,with Kerwood Weaver in the Semis. Street Legal Eliminator Class had Scott Thomas winning over Brandon Wentzel, with Steve Retherford in the Semis. Jr.Dragster Class had Ben Spotts winning over Maddie Stephens. Race Results for 6/21/2013-All GM Nationals http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 3 of 14 Thank you to all that came out and all that helped out. Super Pro Class had Bill Wilkinson winning over Tim Grauling,with Paul Burruss in the Semis. Pro E T Class had Larry Carasea winning over Bruce Stoltzfus,with Wayne Skelly and Fred Shipley Jr.in the Semis. Street Class had Daryl McNew winning over Kris Anderson,with Brittany Jones and Amy Myers in the Semis. Trophy Class had Rob Barnes winning over Amy Myers,with Nick Johnson and Courtney Erford in the Semis. Race Results 6/16/2013 Super Pro Class had Timmy Grauling winning over Scott Miller,with Russ Hill in the Semis. Pro E T Class had Lee Chronister winning over Bob Crum,with Lester Holtzapple in the Semis. Motorcycle/Sled Class had Dan Strausbaugh winning over Chris Zarichansky with Howard Gibbs in the Semis. Street Class had Jeff Doster,Jr.winning over Steve Retherford with David McVaugh in the Semis. Trophy Class had Wayne Donoho winning over Boyd Michael with Mike Thomas in the Semis. Sport Compact Class had Buck Matter winning over Abraham Hockenberry with Rick Degrave in the Semis. Jr Dragster Class had Ben Spotts winning over Maddie Stephens with Brady Kile and Jordan Kile in the Semis. June 2,2013-Thank you to Curt Leshure,Bill Smith and all that helped out today!! Super Pro Class saw Paul Burruss winning over Bill Wilkinson,with Dylan Griffey in the Semis. Pro E T Class saw Lester Holtzapple winning over Joe Wetzel,with Bruce Stoltzfus in the Semis. Motorcycle/Sled Class saw Howard Gibbs over Wes Garman,with Mike Jones and Dan Strausbaugh in the Semis. Street Class saw Daryl McNew winning over Joe Wetzel,with Doug Wetzel in the Semis. Trophy Class saw Wayne Donoho winning over Steve Retherford,with Joe Wilson and Kerwood Weaver in the Semis. Jr Dragster Class saw Brady Kile winning over Dylan Hill,with Katelyn Shipley and http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 4 of 14 Maddie Stephens in the Semis. http://dragstrip.smugmug.com/ CLICK ON LINK Friday June 7,2013 is our All Ford Nationals in conjunction with Carlisle Productions(Ford and Ford Powered Automobiles) You are welcome to drop your rig in the morning and then go out to the Fairgrounds. Gates open at 1 PM,Time Runs at 3PM,Eliminations at 6PM. Classes are Super Pro(Electronics)($50.00),Pro E T($40.00),Street($40.00)and Trophy Class($30.00),Time Runs($25.00). Spectators$12.00 Closed Sunday June 9,2013 L&M Tire,Abbottstown,PA Auto's Unlimited,Jeff Doster,Hampstead,MD Steve's BMS Perf&Auto Repair,Carlisle,PA BAPS,York,PA A Cut Above Landscaping,Paul Burruss,Newville,PA Bender's Auto Parts,Machine Shop&Hardware,Newville,PA Capital Area Paving,Dylan Griffey,Newville,PA WrenchRite Perf.,Carlisle,PA Miller's Insurance,Carlisle,PA Napa of York,York,PA Napa of Gettysburg/Hanover,PA Advanced Auto Parts,York,PA Allen Oil Sales,York,PA John Baughman Auto Parts,York PA Summit Racing Jegs Racing NEW-We will be running two(2)Raffles,starting this Sunday through October 28th. Raffle tickets will cost $5.00 a piece and will be sold the rest of the season. We will draw the Winners Oct.28,2012 First Raffle-One(1)Pair of Hoosier Drive Tires,Sponsored by Hoosier and Jeff Doster a registered Dealer for Hoosier Tires. Second Raffle-One(1)PST Drive Shaft-3"Steel Drive Shaft,Sponsored by PST and Jeff Doster a registered Dealer for PST. Jeff Can be contacted at 717-23.5-9051. Also Steve's BMS Performance and Auto Repair,Carlisle,PA has given a$100.00 donation to Bruce's fund. Also Wrenchrite,Carlisle,PA has donated Gift Certificates for a future Gambler's Race. Thank you very much to all of our Sponsors and to all of our great Race Family. ALSO FYI-Jeff Doster will have Race Fuel and Alcohol for sale every race day for the rest of the season. Jeff will be donating his profits to help with Bruce's Expenses Thank you to all that helped out,1 know Bruce appreciates it. Congratulations to our Bracket Finals Team. Congratulations to Bill Wilkinson for going to the Semis of the Super Pro Race of Champions. Congratulations to Jeff Doster,Sr.for going to 3rd round,and to Paul Burruss, Bob Crum,and Jeff Doster,Jr.to going into 2nd round. Race Results for 9/23/2012 Thanks to all that came out this past Sunday... In Super Pro Class,Scott Miller won his third race this season,with Ed Reese a close Runner-Up and Bob Jansen in the Semis. Pro E T Class saw Troy Gerhart Winning over Bill Smith,with Fred Shipley and Rich Powell in the semis. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 5 of 14 Motorcycle/Sled Class saw Matt Hile Winning over Wes Garman. Street Class saw Bill Stoner Winning over Autumn Miller,with Bruce Suders in the semis. Trophy Class saw Nick Johnson Winning over Wayne Donoho,with John Runk in the semis. Sport Compact Class saw 21 cars,with Ken Kile Winning over Paul Matter,with Earl Barry in the semis. 9/16/2012-Sunday Sept.23,2012 we will have all classes running(Super Pro,Pro E T,Motorcycle/Sled,Street, Trophy,Sport Compact,Jr Dragster),along with Time Runs. FYI-No Racing Fuel will be available this week. Good Luck to Team Quarter Aces as they head to Bracket Finals in NY this week!!! This past Sunday 9/16/2012, In Super Pro Class saw Brian Stoner Winning over Donnie Snoke,with Walt Little and Ken Kline,Jr.in the Semis. Motorcycle/Sled Class saw Matt Hile Winning over Chris Zarichansky,with Howard Gibbs in the Semis. Pro E T Class saw Rick Riddle Winning over Scott Thomas,with Ernie Zagars and Colton Kirchner in the Semis. Street Class saw Autumn Miller Winning over Brandon Wentzel,with Cole Francis in the Semis. 6.50 Index Class saw Darrell Law Winning over Bill Smith,with Steve Groft in the Semis. Trophy Class saw Brittany Jones Winning over Rodger Gladfelter,with Shannon Barrick and Caitlyn Hile in the Semis. Jr Dragster Class saw Nick Taylor Winning over Caleb Holley,with Brady Kile in the Semis. 9/10/2012-This past Sunday after a brief shower in the early afternoon we completed the days events. NHRA Jr.Dragster 8-12 Class saw Charlotte Mallow winning over Brady Kile,with Thomas Oates in the semis. NHRA Jr.Dragster 13-17 Class saw Skyler Stump winning over Steven Henry,with Tre Brown in the semis. Super Pro Class 2012 Points Champion was finally decided in the final today,with Bill Wilkinson II winning over Paul Burruss,with Walt Little in the semis.Congratulations to Bill! Pro E T Class saw Brian Kuhn winning over Bruce Stoltzfus,with Joe Wetzel in the semis. Motorcycle/Sled Class saw Matt Hile winning over Howard Gibbs,with Travis Butt in the semis. Street Class saw Autumn Miller winning over Scott Thomas,with Scott Klovensky and Nikki Alberts in the semis. Trophy Class saw Wayne Donoho winning over Courtney Erford,with Rodger Gladfelter in the semis. Sport Compact Class saw Pam Baum winning over Alan Cordero,Jr. 9/4/2012-With rain all around us,we were still able to get our race in on Sunday. Super Pro Class had Scott Miller Winning over Walt Little with Tim Granting and Bill Smith in the Semis. Pro E T Class had Lester Holtzapple Winning over Mike Hufnagle with Brian Shaffer and Ernie Zagars in the Semis. Motorcyle/Sled Class had Steven Myers Winning over Tim Holtzapple with Wes Garman in the Semis. Street Class had Brittany Jones Winning over Autumn Miller with Steve Retherford in the Semis. Trophy Class had Shannon Barrick Winning over Orville Hardy with Nick Johnson in the Semis. Jr Dragster had Tre Brown Winning over Deja Brown with Maddie Stephens and Jordan Kile in the Semis. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 6 of 14 In our Quarter Aces Labor Day King of the Hill Race had Street Class Winner Brittany Jones Winning over Super Pro Winner Scott Miller with Pro E T Winner Lester Holtzapple and Motorcycle/Sled Winner Steven Myers in the Semis. On Labor Day Monday we had a rain shortened event and couldn't complete all of our classes. In Super Pro we still have Paul Burruss and Bill Wilkinson in a tie for the 2012 Super Pro Points,they had yet to run off.So we still need to run off these two drivers to get our Points Champion for 2012. In Pro E T Congratulation go out to Jim Stephens our 2012 Pro E T Points Champion.Jim won over a very tough Ernie Zagars. In Motorcycle/SLed Class Congratulations go out to Howard Gibbs our 2012 Motorcycle/Sled Points Champion. In Street Class Congratulations go out to Steve Retherford our 2012 Street Points Champion. In Jr Dragster Congratulations go out to Jordan Kile our 2012 Jr Dragster Points Champion. Thank you to all our Racers and Track Staff this Weekend. This Past Sunday was our NHRA KING OF THE TRACK RACE. Congratulations goes out to Pro E T Class Winner Wayne Skelly for Winning the Wally!! In the run off for the Wally, Wayne won over Street Class Winner Steve Retherford,with Howard Gibbs Winning over Super Pro Winner Paul Burruss. Then in the final Wayne won over Motorcycle/Sled Class Winner Howard Gibbs. In Super Pro Class it was Paul Burruss Winning over Bill Wilkinson,with Aaron Snell and Kerm Shindledecker in the Semis. In Motorcycle/Sled Class it was Howard Gibbs Winning over Jeff Huber,with Steven Myers in the Semis. In Pro E T Class it was Wayne Skelly Winning over Bill Smith,with Keith Warner and Tessa Sheaffer in the Semis. In Street Class it was Steve Retherford Winning over Scott Klovensky,with Brian Lind in the Semis. In Trophy Class it was Orville Hardy Winning over John Stambaugh,with Stephen Kornblum and Darrell Wanish in the Semis. In Jr Dragster Class it was Brady Kile Winning over Danny Wilson,with Claudia Powers in the Semis. Thank you to all that came out this past weekend,we have some great racing and nice weather!! http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 7 of 14 8/7/2012-THE NHRA KING OF THE TRACK WALLY RACE Will be run Sunday,August 12,2012. Winners of Super Pro,Motorcycle/Sled,Pro E T and Street classes will run off for the KING OF THE TRACK WALLY and earn the NHRA Leather Jacket. (Leather Jacket comes in January) 7/30/2012-This past Sunday July 29,2012 we had nice weather and some great racing❑ Super Pro Class had Ken Kline,Jr.Winning over Paul Burruss,with Bill Wilkinson in the Semis. Motorcycle/Sled Class had Chris Zarichansky Winning over Howard Gibbs,with Keith Holtzapple and Matt Hile in the Semis. Pro E T had Mike Hufnagle Winning over Ernie Zagars,with Don Dickerson,Sr.in the Semis. Street Class had Doug Wetzel Winning over Ron Lebo,with Shane Resh in the Semis. Trophy Class had Wayne Donoho Winning over John Runk,with Courtney Erford In the Semis. Street Legal Eliminator had Don Dickerson,Jr.Winning over Autumn Miller,with Rodney Wetzel in the Semis. Thank you to all of our Bracket Finals Racers for their Cooperation. Coming Up at Quarter Aces..., July 29th SPR 10/Street Legal Eliminator($500.00 Purse) Aug 5th SPR 11/NHRA King of the Track 7/25/2012-This past Sunday.... Super Pro class saw an all Dragster Final with Paul Burruss taking the win over Dylan Griffey,with Rob Barnes in the Semis. In our Motorcycle/Sled Class,Sponsored this week by Linda&Howard Gibbs,with a 6'Trophy going to Winner Matt Hile over 3'Trophy Winner going to Runner-Up Danny Boyer, with Keith Holtzapple taking the semis. Pro E T Class saw Mike Hufnagle winning over Ernie Zagars,with Dan Lightner and Joe Wetzel in the semis. Street Class saw Autumn Miller winning over Doug Wetzel in his first outing in his Pinto,with Ron Lebo in the semis. In our Trophy Class,Sponsored by Wayne Donoho,with a 6'Trophy going to Winner Amy Myers over 3' Trophy Winner Daryl NcNew,with Nick Leider in the semis. Jr.Dragsters saw Tre Brown Winning over Scott Morgan,with Maddie Stephens and Stephanie Morgan. Good Luck to our Jr.Dragster Team as they compete at Bristol this weekend!!! Coming Up on July 22,2012 We will have our Howard Gibbs Motorcycle/Sled/4 Wheeler 6 foot Trophy to the Winner,3 foot Trophy to the Runner-Up along with Motorcycle Payout. ALSO We have our Wayne Donoho Trophy Class-6 foot Trophy to the Winner and 3 foot Trophy to the Runner-Up. Along with these two classes we will also have our Super Pro,Pro E T,Street,Sport Compact,&Time Runs. *****Points Racers interested in going to Bracket Finals this year,Kathy would like to have a meeting with you this weekend as well. Please be ready to commit to going to this event as we need to be giving a team count by Aug 1st. Cost will be $75.00 per racer. If you don't have an up to date NIIRA Membership and Competition Number please do so as soon as possible,as this process can take several weeks. If you have any questions please get in touch with Kathy. nhrap1336q comcast.net. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 8 of 14 ALSO those interested in the 50th yr Jackets,Brian Kuhn is taking orders,please contact him at bk351cleveland@yahoo.com. 7/8/2012-Our Chrysler Nationals was a great Success!!! Thank you to Carlisle Events,Jeff Doster,Autos Unlimited,Steven Smyth and the entire Porta Tree Crew, Racers,Fans and Track Staff. We had some very hot weather,but had some great racing!!! Pro E T Class had Garrett Suders in his Duster Winning over John Young in his Dart,with Donny Weber and Blake Furman in the semis. Street Class had Bruce Suders in his Duster Winning over Jeff Doster,Jr.in his Dart,with Anthony Natoli and Curtis Wetzel in the semis. Trophy Class had William Caldwell winning in his Road Runner over Tom Kagaria in his Duster,with Wayne Donoho in the semis. Father&Son Grudge Race had our Street Class Winner Bruce Suders winning over Pro E T Winner Garrett Suders. We had many new racers do time runs and probably got the drag racing bug!!!! July 2,2012-Friday July 6,2012 is Our All Chrysler Nationals All Chrysler or Chrysler Powered vehicles welcome. Must haves to race are Long Pants(NO SHORTS),NO TANK TOPS,a Snell 2005 Helmet or newer if your car runs 8.59 or faster in the 118th mile. See class Page for any additional information. Super Pro Class(Electronics),Pro E T,Street,Trophy,&Time Runs. You are welcome to drop off your rig at the track and then go out to the Fairgrounds until racing begins. Jeff Doster,Autos Unlimited,Hampstead MD will be sponsoring this event. Along with the payout for Super Pro,Pro E T,&Street,Jeff will be adding an additional$50.00 for the Winners of these Classes. Also he is awarding Trophy Class Winner with$25.00 in addition to the Trophy. Jeff will have Race Fuel at the Track for the Chrysler Race. Gates will open at 1PM, Time Runs will begin at 3PM and Eliminations around 6PM. This past Sunday July 1,2012 we had some very hot weather,but some good racing also. Super Pro Class had Dylan Griffey Winning over Bill Wilkinson,with Paul Burruss and Brian Stoner in the semis. Pro E T Class had Mike Hufnagle Winning over Bill Stoner,with Scott Thomas in the semis. Motorcycle/Sled had Matt Hile Winning over Howard Gibbs,with Steven Myers and Chris Zarichansky in the semis. Street Class had Jeff Doster,Jr.Winning over Scott Klovensky,with Don Dickerson,Sr and Dennis Grove in the semis. Trophy Class had Steve Retherford Winning over Steve Long,with Pam Baum and Wayne Donoho in the semis. Jr Dragster had Jordan Kile winning over Brady Kile,with Maddie Stephens and Nikki Bennett in the semis. Thanks to all that attended our All GM Nationals this past weekend. Even with an iffy forecast we had some great racing. Super Pro Class had Bob Jansen winning over Kevin Little,with Paul Burruss in the semis. Pro E T Class had Fred Shipley Winning over Allen George,Jr.,with Jim Stephens in the semis. Street Class had Kris Anderson Winning over Steven Long,with Bill Stoner in the semis. Trophy Class had Wayne Donoho Winning over Erik Kopp,with Chris Seaman in the semis. July 1,2012,we will have our Summit Points Racing,all Classes Running,then on Friday July 6,2012 Will be our All Chrysler Nationals. Friday June 22,2012-Carlisle Events All GM Perf./Pro Stick Match Race (Super Pro,Pro E T,Street,Trophy,&Time Runs)All GM or GM powered vehicles welcome. Must haves to race are Long Pants(NO SHORTS),NO TANK TOPS,a Snell 2005 Helmet for newer if your car runs 8.59 or faster in the 1/8th mile. See Classes page for any additional information. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 9 of 14 You are welcome to drop your rig at the track and then go out to the Fairgrounds until racing begins. Jeff Doster will have Race Fuel at the track for the GM Race. Gates will open at 1PM Time Runs will begin at 3PM and Eliminations around 6 PM. June 18,2012-This past Sunday,June 17,2012 we had some great racing as we celebrated Fathers Day.. Super Pro Class Winner Scott Miller over Dylan Griffey,with Rob Barnes in the semis. Motorcycle/Sled Class Winner Steven Myers over Chris Zarichansky,with Mike Jones in the semis. Pro E T Class Winner Jim Stephens over Fred Shipley,with Jeff Doster,Sr.and Brandon Wentzel in the semis. Street Class Winner Autumn Miller over Brandon Wentzel,with Scott Klovensky in the semis. Street Legal Winner Autumn Miller over Scott Thomas,with Don Snoke in the semis. Trophy Class Winner Wayne Donoho received a Case of Oil from Sponsor Genos Aircooled,with Amy Erb as Trophy Runner-Up and Glenn Spencer in the semis. Jr Dragster Class Winner Brady Kile over Ben Spotts,with Nikki Bennett and Maddie Stephens in the semis. Our Winners from this past Sunday,saw Jr Dragster Class with a First Time Winner.Madison(Maddie)Stephens taking the win over Skyler Stump with Ben Spotts in the semis. Super Pro Class Winner was Bill Wilkinson over Brian Stoner and Bill Smith in the semis. Motorcycle/Sled Winner was Chris Zarichansky over Howard Gibbs,with Robert Lentz and Mike Jones taking the semis. Pro E T Class Winner was Bob Crum over Jeff Haymire with Mike Hufnagle taking the semis. Street Class Winner was Steve Retherford over Doug Wetzel with Ron Lebo and Dennis Grove taking the semis. Trophy Class Winner Wayne Donoho over Aaron West with Wayne Skelly and Courtney Erford taking the semis. Sports Compact Winner was Pam Paum. This Sunday June 17,2012 will be a Summit Points Race with all Classes running June 10th--------SPR 5/6.50 Index(All Classes) June 17th SPR 6/ Street Legal Eliminator($500.00 Purse) June 22th Carlisle Events All GM Peril/Pro Stick Match Race (Super Pro,Pro E T,Street,Trophy,&Time Runs) June 23rd **POSTPONED date/Finish GM Nationals June 24th Closed 6/1/2012-The All Ford Nationals have rained out. We are closed Saturday June 2,2012 and Sunday June 3, 2012. Thank you to all that attended and hung out in the rain. We have added a Ford Race to our Schedule for October 7th. We will add Classes for only Fords along with our regular schedule. ALSO Judy Miller's Mom,Doris Miller has past away,her viewing&funeral will be posted. Please keep Judy and her family in your thoughts and prayers.Cards can be sent to Judy Miller,11 Hampshire Drive,New Oxford,PA 17350. Funeral services will be held on Tuesday,June 5,2012,at 11 a.m.at the Feiser Funeral Home,Inc.,302 Lincolnway West,New Oxford,with Pastor Don Wolabaugh officiating.Burial will be in Oak Lawn Memorial Gardens in Gettysburg. A viewing will be held Monday at the funeral home from 6 to 8 p.m.Memorial contributions may be made to the American Diabetes Association,3544 N.Progress Ave.,Ste 103,Harrisburg, PA 17110;or to Faith In Action,318 W.Middle St.,Gettysburg,PA 17325.Memories may be shared at www.feiserfuneralhome.com 5/30/2012-Friday June 1,2012 will be our All Ford Nationals in conjunction with Carlisle Fairgrounds http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 10 of 14 http://www.carsatcarlisle.com/events/ford-nationals/ At the Ford Nationals,experience both as Roy Ilill brings his Mustang Cobra Jet to both the grounds at Carlisle for show and then to the track as part of the Quarter Aces Drag-O-Way Friday night racing program. You are welcome to drop your rig at the track and then go out to the Fairgrounds until racing begins. Gates will open at noon, Time Runs will begin at 3PM and Eliminations around 6 PM. Jeff Doster will have race fuel at the track again this year. Once again Cooper Motors,Hanover,Pa will be Sponsoring the All Ford Nationals with$100.00 Gift Certificates going to the Winners of Super Pro,Pro E T&Street Classes. L&M Tire,Abbottstown,PA will also be Sponsoring the All Ford Nationals with$100.00 Gift Cards going to the Winners of Super Pro, Pro E T,&Street Classes. On Sunday,the first of our 2 day Memorial Day Racing Super Pro Class saw Brian Stoner winning over Bob Jansen in the final,with Ken Carr in the semis. Motorcycle/Sled Class saw Danny Boyer winning over Howard Gibbs,with Steven Myers in the semis. Pro E T Class saw Jim Stephens winning over Gary Warthn II,wtih Bob Crum in the semis. Street Class saw Don Dickerson,Jr.winning over Steve Retherford,with Don Dickerson,Sr.and Brittany Jones in the semis. Trophy Class saw Tim Aldridge winning over Wayne Donoho,with Courtney Erford in the semis. Jr Dragsters saw Mikayla Warner winning over Brady Kile,with Jordan Kile and Maddie Stephens in the semis. 6.50 Index Class saw Ken Kline,Jr winning over Gary Warthn II,with Darrell Law in the semis. 7.50 Index Class saw Bob Crum winning over Ernie Zagars. Gambler's Race saw 15 cars participating with the win going to Jeff Doster,Sr.over Kerm Shindledecker,with Brian Shaffer and Brandon Lowe in the semis. King of the Hill saw Don Dickerson,Jr.winning out over Brian Stoner,with Jim Stephens and Danny Boyer in the semis. On Memorial Day Monday.... Super Pro Class saw Kerm Shindledecker winning over Paul Burress with Bill Smith and Ken Kline in the semis. Motorcycle/Sled Class saw Howard Gibbs winning over Dan Strausbaugh with Mike Jones in the semis. Pro E T Class saw Scott Thomas winning over Tammy Skelly with Ernie Zagars in the semis. Street Class saw first time winner Scott Klovensky winning over Don Snoke with Steve Retherford in the semis. Trophy Class saw Steve Retherford winning over Courtney Erford with Wayne Donoho in the semis. Jr Dragster Class saw Jordan Kile winning over Brady Kile with Madison Stephens in the semis. 5/21/2012-Really great weather greeted us this past Sunday for our Nostalgia Race. Along with MANDRA,Rocky Perrone and his group joined us. On to the racing we had Allen George,Jr.winning the MANDRA Class over Robert Maulick with Marc English taking the semis. In our Jr Dragster Class,our winner was Skyler Stump over Steven Gosnell in a very close race,with Tre Brown and Mikayla Warner in the semis. Super Pro saw Bill Wilkinson winning over Paul Burress,with Bob Jansen taking the semis. Pro E T saw Fred Shipley winning over Brittany Jones,with Bill Stoner and Rick Riddle taking the semis. Street Class saw Tim Zimmerer over Dennis Grove with Saul Lock taking the semis. Trophy Class saw Courtney Erford winning out over first time racer Calvin Nelson,with Ron Lebo taking the http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 11 of 14 semis. This weekend Sunday May 27,and Monday May 28,2012 is our Memorial Day two day race. Overnight camping is allowed,just be considerate to our neighbors please. Sunday we will have all classes running,as well as a 6.50/7/50 Index Class with King of the Hill. Monday we will have all classes running 5/14/2012-This weekend along with celebrating Mother's Day we had some great racing. Jr Dragster Class had Mikayla Warner winning out over Jordan Kile with Brady Kile&Madison Stephens in the Semis. Super Pro had Brian Stoner in his Chevelle winning out over Ron Weidner with Bill Wilkinson&Brian Kuhn in the Semis. Motorcycle/Sled had Steven Myers winning out over Howard Gibbs,with Wes Garman&Mike Jones in the Semis. Pro E T Class had last weeks Winner Tessa Sheaffer winning over Jim Stephens with Jeff Doster in the Semis. Street Class had Steve Retherford winning out over Brittany Jones with Autumn Miller in the Semis. Trophy Class had Steve Retherford winning out over Wayne Donoho with Brandon Skelly&Darrell%Vanish in the Semis. Sunday May 20,2012 is our Nostalgia Race with MANDRA.However we will be running all classes and will not limit the cars by age, so come one come all.Classes running this week MANDRA,Super Pro,Motorcycle/Sled,Pro E T,Street,Trophy,Sport Compact,&Jr Dragsters.This will not be a points week however. Sunday May 13th,2012 will be our next Summit Points Race with all classes running,(Super Pro,Motorcycle/Sled,Pro E T, Street,Trophy,Sport Compact,Trophy&Time Runs. 5/7/2012-Even with an Overcast and Misty morning we completed our first points race of the 2012 season. Beginning with Jr.Dragster's,Jordan Kile was our winner,with runner-up Skyler Stump,and Madison Stephens in the semis. Super Pro Class saw Brandon Lowe winning over runner-up Morris Spahr,with Bill Smith and Terry Ort in the semis. Motorcycle/Sled Class winner Wes Garman on his Mach 1 won over runner-up Dan Strausbaugh,with Chris Zarichansky and Steven Myers in the semis. Pro E T Class saw Tessa Sheaffer with her 1st Win in Pro over Morris Spahr,with Fred Shipley and Scott Thomas in the semis. Street Class saw Brandon Skelly with his 1st Win in Street over Steve Retherford,with Ron Lebo in the semis. Trophy Class winner Brian Dubbs in his VW Beetle winning over runner-up Rickie Wilson,with Ron Lebo and Dayne Bailey in the semis. Sunday May 13th,2012 will be our next Summit Points Race with all classes running,(Super Pro,Motorcycle/Sled,Pro E T, Street,Trophy,Sport Compact,Trophy&Time Runs. 5/2/2012-Our Test N Tune session on Sunday went very well. We ran til about 4 with Test N Tune,we also held our first 2012 Gambler's Race. Our Gamblers Race Winner was Steve Retherford running 8.16 on a 8.14 dial with an.014 reaction time,over Matt Hite on his sled,with Brittany Jones taking the Semis. Thanks again to all that attended. This Sunday May 6,2012 will be our first Summit Points Race of the 2012 season. Gates open 9AM,Time Runs (Beginning with Jr.Dragsters)around 11 AM,Eliminations around 2 PM. Sign up for Points with Judy in the new"Morning Star Structures"Trophy Room before 1st rd of Eliminations. Remember that Points Signup for 2012 is N/C. ****ALSO we at QA are blessed to have Brian Kuhn&Bill Smith taking care of our Spiritual Needs. Brian& Bill will begin Racers for Christ Services this Sunday on the bleachers next to the tower,before racing begins. Thanks so much gentleman. 4/28/2012-Sunday,April 29,2012,we are running 12-5. Gates will open @ 10 AM. Time runs$20.00,Jr. Dragsters$10.00,$5.00 Spectators,with a Gamblers Race. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 12 of 14 4/21/2012-We are cancelled for Sunday April 22,2012....due to the weather. 4/15/2012-Thanks to all of you our Opening Day was a Great Success!!! We were greeted with showers and it took til 12:30 to get started,but we had 19 Chassis Certifications(Thank you Curt&Sandy LeShure),and about 50 Test N Tune vehicles. Photos from today will be uploaded soon. Sunday April 22,we will have Test N Tune,possible Gamblers Race. We will open the gates 9 am,time Runs 11 AM-3PM(Possibly later depending on Car Count.) 4/11/2012-Sunday April 15th is our Opening Day. WE will Run Test&Tune,gates will open at 9am,Runs will begin @ 11am,depending on the amount of cars we have,we will run till 3 pm. ALSO those of you that have signed up for Chassis Certification we will need you there 10-2,it will be done first come,first serve,we will set you up at bottom end,just come in the back gate as usual. We will be continuing to set up the new trophy room. We will be serving hot dogs,sausages,drinks,coffee,etc.in the Concession stand to start.Time Runs- $20.00,Jr.Dragsters$10.00,Spectators-$5.00. 4/2/2012-A Big Thank you to all that came out yesterday and helped out. So much was accomplished,and we are well on our way to opening up on the 15th. Have a Happy Easter!!! 4/1/2012-We will still be working today at the dragstrip today. I will be testing the timing system also HOWEVER nothing we be running full out,just simply driving down the dragstrip. 3/29/2012-We will be running the timing system on Sunday April 1 along with working. I will need ONLY STREET LEGAL CARS to test the system. ALSO: SPONSORS: Stan is handling sponsorships for the 2012 racing season,if you wish to contact him,you can at the office @ 717-249-1082,if needed please leave a message and he will return your call. 3/27/2012-We will be working at the track on April 1,2012. We will be starting around 10 AM. We have fencing to fix,buildings to clean up,etc so we can open up on the 15th. Any help would be appreciated. Thanks 3/18/2012-Thank you to all that came out and helped to clean up today!!! ALSO: Ron Wallace would like to thank everyone for the thoughts,prayers,cards. He is doing very well and feeling better. Also Cards can be sent to Ron Wallace, 19 Bentz Mill Rd, East Berlin,PA 17316. 3/13/2012-Our Opening Day has changed to April 15th,however contrary to what you may have heard we are opening!!!! We will be running Bracket/Track Points for 2012. Their will be no charge to sign up for points as there will be no points payout for 2012,Trophies for Track Champions will be awarded before the end of racing season. Weekly payouts will remain the same.(by Car Count) We are looking to begin to work at the track Sunday March 18 @ 9 AM. If anyone would like to help it would be appreciated. We will be cleaning up damage from the flooding,getting track setup and buildings cleaned up. Brooms,Rakes,Shovels,etc. I would like to thank everyone for your continued support, thanks again,Kathy We still have spaces available for Chassis Certification if anyone needs. 2/27/2012-Chassis Certification on April 15th,10-2 along with Test N Tune. Please contact Kathy @ nhrap133 @comcast.net for a spot. 2012 Schedule- 4/8/2012-Closed-Easter 4/15/2012-Opening Day/Test&Tune/Chassis Cert/ 5/6/2012-First Points Race Friday 6/1/2012-Ford Race Friday 6/22/2012-GM Race Friday 7/6/2012-Chrysler Race http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 13 of 14 Racing Sunday's April thru October 2012 11/15/2011 -John Potocki,is home after surgery on Friday. If you wish to send a card his address is 30 Segovia Ct.,Hanover,PA 17331. Also Cards can be sent to Ron Wallace, 19 Bentz Mill Rd,East Berlin,PA 17316. Please keep both of these families in your thoughts&prayers. Racers Banquet will be held on Jan.28th,2012 @ Empire Friendship Fire Hall,177 Spring Rd.,Carlisle,PA(Same place as last year) Happy Hour 5-6 PM,Dinner 6 PM. Awards&Door Prizes to follow. $25.00 for Adults,$10.00 Kids. Please contact Kathy for tickets. Tickets will be sold until January 14,2011. Call Kathy Jones(717)-266-2968 or e-mail nhrap133 @comcast.net or send checks to Kathy Jones,111 Northwood Manor,York Haven,PA 17370. Make checks payable to Kathy Jones for the Racers Banquet Tickets On Sunday Oct.30th we run our last race of the 2011 racing season.We will run all classes plus our Kartunes Unlimited Street Legal Eliminator class,$500.00 purse with a twenty car field.Let's hope for good weather!See you Sat.and Sun.! (7-12). Kathy will have tickets for sale on Saturday&Sunday, Oct 29&30th. After that you can contact Kathy. First off,we have a new sponsor/partner for our 6.50 index class.Brian Rivers and his staff member Sean Kiser of WrenchRite Car Care Center of Carlisle Pa.will be our sponsor for this race series which will have approx.seven events for the 2012 race season starting in early May.Back in August,Knisley's Performance closed their doors and WrenchRite bought out most of the inventory.Sean will handle the speed shop/accessory side of the business.They are located almost directly across Carlisle Pike from the old Knisley's store.Both Brian and Sean attended yesterdays race,you'll see their pictures in the winners circle as soon as the photos are posted.WrenchRite will be the title sponsor for the 6.50 index class.Thanks,Brian and Sean! WrenchRite 6.50 index class had nine entrants,Jeff Doster,Ken Kline,Lee Chronister,Bruce Stoltzfus,Bill Smith,Wes Lawson,Darrell Law,Howard Lawson and Leslie Tobery.Everyone was sharp,running well into the low 6.50s on most passes.In the final both Leslie Tobery and Howard Lawson ran identical 6.54 ets with Leslie getting the win via a slightly better light,Darrell Law took third.This was just great racing out of all nine entrants,watch this class take off in 2012! NAPA Automotive of York Footbrake Challenge had a full sixteen car field with Bill Smith and Rick Riddle in the final,both were out by less than.01,Bill with a 6.47 and Rick with a 6.94.Brian Shaffer and Jim Stephens took semi spots.Rick sure is having fun with his son Derek's car while he is away at college. Staub Automotive Super had Scott Miller'67 Chevelle with his first Super Pro win running a dead on 6.27 @ 109 mph over a breaking out Ron Weidner in his'70 Chevy Nova with a 7.17 on a 7.20 dial.Brandon Lowe took third. Harbold's Garage and Trailer Sales Bike/Sled had Danny Boyer winning over Matt Hile.Danny ran a 6.18 on a 6.17 dial, Matt broke out going 6.35 on his 6.37 dial.Mike Jones and Dwayne Stambaugh took semi spots. Keith's Pit Stop Pro had Mike Wildasin in his second visit with us this year win out over Terry Ort Jr.in his fast'64 Nova, 7.26 to a 6.26 both drives.06 over the dial ins.Scott Thomas took third place. McNew's Automotive Street has Kevin Stough in his exceptional S-10 truck winning over Roger Bailey's Fairmont in the final,sixteen year old Autumn Miller was third. John Stambaugh's new S-10 is now a winner for him as he won Brad Rodgers @ Brookside Motors Trophy class with a dead on 7.83 over Darrell Wanish in his Monte Carlo.Rodger Gladfelter and Dave Beam were the semi finalists. There were twenty five test and tune cars with us today,this deal is a bargain,$20.00 gets you time runs all day,usually six to eight passes.These were some runs of note. Larry Mummert's 340 Duster ran a best 6.46 @ 104mph,Steve Groft's 427'68 Chevelle,6.54 @ 104,Dwayne Stambaugh finished his cross over license runs on Robert Huffs VRod with several 6.00 @113 mph runs,Ken Kile drove Brian Kuhn's wild super charged Willys to some hard 330'runs and will try to finish licensing this Sunday,and finally Kasey Brunner drove Bob Carlson's Camaro to a 6.82 et.Many others ran well and we hope to see many of them back this Sunday! This ALSO 10/17/2011 -Partly cloudy skies and gusty winds greeted our racers on this"King of the Track"day at Quarter Aces. http://quarteracesdragway.com/index.html 9/13/2013 Quarter Aces Drag-O-Way Page 14 of 14 Lets start with our Brad Rodgers @ Brookside Motors Trophy class.In the final in her"borrowed?'Ford Taurus was Cindy Eisenhart winning over Ron Lebo.Cindy was one off her 10.12 dial to win the four round class.Wayne Kopp and John Stambaugh took the semi spots.By the way,John was driving his newly acquired S-10 truck just purchased from Tammy and Wayne Skelly. Staub Automotive Super was won by Walt Little over Mark Coover when Mark broke out by one in the final.Chris Crawford took third.Super had nineteen cars racing today. How about Tabi Startzman winning over the much faster Jeff Huber on his Suzuki.This was Tabi's first win,no doubt there will be more in the future.Howard Gibbs and Matt Hile were the semi riders. In Keith's Pit Stop Pro Dave Dissinger from Lancaster Co.drove his super Vega wagon to take the win over Scott Thomas and his 454 '70 Chevelle,6.45 to a 7.58.Dave was on all day recording low 6.40 runs on each pass.What a great car.Lukas Birks took third in his '95 Camaro. McNew's Automtive Street was won by Garrett Suders over Roger Bailey,Garrett ran a dead on 7.46 against Roger's five off 7.51. Rob Roberts Jr.and 16 year old Autumn Miller took semi spots. Trindle Auto Service,DMS Performance,Innovative Motorworks Sport Compact was won by P J Crider over Troy Weisharr with Alan Lesher of Auto Seat Cover Co.of Flarrisburg taking third.Justin Bradley of DMS Performace brought his bad Honda CRX and ran several wheel spinning 7.20 @ 104 mph passes.A bit more traction and he's going sixies. The NHRA"King of the Track"found Garrett Suders winning over Tabi Startzman while Walt Little got by Dave Dissinger.In the final it was Walt Little who was excellent all day long running a 6.80 on a 6.79 dial as Garrett Suders was out by one,7.44 on his 7.45 dial.Garrett won a"Wally"last week,this one could have been his fourth this year.Walt says this was his first ever"Wally".Great job Walt Little and family! At the end of points this year we had a tie in our Super Pro Class between Bill Wilkinson and Mark Coover and yesterday they got around to running()tithe tie breaker.Mark caught a slightly better light and won giving him his first ever track championship. Steve Groft in his"68 big block Chevelle came out to race with us for the first time in five years!He went out early in Pro but made several time runs,good lights and 7.0 @ 96 mph runs.Welcome back! 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Li . -1,4 -,,,......f.V.r•gf./.11 1:1`.Xj • ' • iqt i ,,..:;,.f.....,,,IAL-tel...)..L,,,,.:. etr-11;,...h.grftavait. :445.1 tr • , • tr, -.7...vii.........,,i-,..1.1.-.5,17,....,2,. Intro' uction itN"."1:1VAIr'°''.8"?'"4 ,..,.... ... ,,,,,,:,..., . . „ . , . ' , . 1 ‘,• . - - " .z.4.; -1.a." , --porirrxi4.0),T, ,, il, This pa"c..,tee is a brief summary of _ oi.,_ — - - f .r- . .,,,, -.. --7-14; .c•P-17:1"•§Yisiii,.;,,,efS,,,„. „., experi-'4k0 of NAI Geis Realty Groultol' 'I'^!1`A\l'' 'i-ft.";' _ : -' % io• .—., 0'4:-V.'. v-,41.;4.67,,,Pt419.1.--5•4 :7:'...,''i . kilgA:0 kg',.;•it'f-xiK-tih..„,=-11I -.,.- — 2.1, ' tend- ;;.;provide an outline of .. o et, , 40„,.4,...v... 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't. %3}l�) :V ,1{5!vi4:y, .re�iln' w•y:.t:J'; p(',} � s :' ..'..s:...., ... ,.. 2.2 4 4, �� 61,:0!4 �v4=C4.,A.a:..i.,.ei.'Ji.'C.1. �•�T Sl'..'''k'I'` ". . r''• °F :7e. 2 2' �� 5 �,..r,, u,!^Sx;':re.- .i vi.''''s •: •Y.:a::::, .�. k.:`� .:M 4.a ,�.e�-ts:'S �� :'.�'•�.f-, :'�"`e. a!f,.. =,:$ .f.� i:=sl:,•".:�;;- o-,. :�•- 7r.�„ ;.. ... v.:::• . .:: � .. _ ��.....ef)a.:�aF.ae3-4Y�'...Y.s.Y.F...e�..F.,s :i.Y.v._G.r.�...0�Ep.,:�5.:�r::.e:1:i:aa_>a:e,.,.., .,.-.fii,Xe',: . ' R j•�' :� rys. V .„!: . : .`'. • �., -.:.-:w.ri";Y rrF?`;..'ias':.t::;.x.->::,;..,,.< _ y�. _ _ _ . ..:•,-:i'J`x.�i iixt.: � Y -T:�.. �s.'3a. %%aa+t^:s{ry ��� -''�`'`^�j»�'���v'v .'Y.y` ''''`' Sfi' 'm. .:'`- d z:s-,4, `-,; .n •' :?,i'e k . ,,; ',;. �:: ° tip': : ss: i. < ,,F r~. �. . ,. E a o nc. x,a,. �, .,s�.. � �.� � .out,.NAI.. es:'��Ral �y.G. < `� .+:1C:..:�. tr% +R. we .,A.: ,A-- .,,.,,.•.c;i.,w:^. :..�,; . �' 3;�?;v:Xr'%M,Y .... 1 7 ,:..I:.,.; ...:...,,:::...n:.:`:'. :. nom,. C <�� .....C+:.. .fie . 'S/: ..• �...�. -:.srx ...r -.l...<... ..`it`tE sta'l'e Pik z:x., . Rr.....r,,.. a.,....s.�.<.q.±<,.,.e...t....t....::... .x..;s.. �.l"x'.� .5!,11.:'''!;':4.?:!!!!!!..",.<;...�t...: <.. .> :.:...;:x.: ,_...... .:.•.;:):::_,. ...::::.s:,". i: �ti.-. i. l -.,Jrvi ,.Y®. ..� �A .AI .A., 6,'r r NAI Gers is a full R,' II.w ���Y l .ill �A <i�,}�,"' aH�� `;':'t,.• .3 .. ,.,. :'�. -t m , A,' �co� ir;:: .ruia''bro iers ''. :_.• .r s'r ;i4..1ife1: ;. i .i d comprised of so��+,a*ry ofe h. ,{� iiio 1 p p•�e�•�::';:si. 4�.�;;.a.scx�::''swi P'••:-: .�� e^ ~,' � `-" `1',,`� -,, � , k�'r� �1 JAa i'r' ",�' • i`f, ,b",, •--• a sn`,:•,,y t Y f..,.i l.'.g ��Y:G�3'"`aSMri,�?'.°'r��. � z �x�•�.Y• i�� :'�43� ': r'e:... wa.;'=f"=s.• 'y=:M��r :.rsK a•:. _.�•e`s.,• i - F.(°1 phia and the.surround n but bs. r4fddi>:ib<n tc, 3-• . ... .. - t �_�-.� ommercral Real Estate�tr=a�� �:�`�P�' '��;�:fiave �a:��'' !`` % developed s ecialrzec:;V' r: y • clients. This section p' �1': : .,:r.:,,,,; ,•:'. >: ��t:.,.,:: „I .;: t .• , ' '�°i : w .? ce" ?a • R .. • . � 7 F fVitA.,a4 !S, ..• e , y :;ter „ j About NAI Geis Realt y Group, Inc. II NAI Geis Realty Group, Inc. provides commercial brokerage, property management and consulting services to non-profits, institutional and entrepreneurial owners of local and multi-market commercial properties. We are part of one of the largest commercial real estate companies in the world with over 350 national and international offices and affiliates providing an extensive worldwide service network. We have brokers who specialize in all asset groups including office, retail, industrial, and property management. Services include: (1) Landlord Representation for leasing, management, acquisition, and disposition assignments; (2)Tenant Representation for identification and acquisition of new space and the sublease of surplus space; (3) Property and Asset Management Services including maintenance services, financial accounting, and asset preservation; (4) Project and Construction Management Services specializing in the construction and supervision of Tenant Improvements; (5) Corporate Services including development, appraisal coordination, operating expenses audits, and energy and tax audits; and (6) Specialized Services to our healthcare clients including billing and collection, fair market value analysis, hospital acquisition services, and Stark compliance services. Our programs have been built around a team approach that provides an unrivaled level of service by blending individual team member's distinct responsibilities with the support of seasoned staff experienced in working with a specific asset class. NAI Geis has developed long-term relationships by providing the highest level of professionalism to support our client's requirements both locally and across the country. N41 Geis Realty Group, Inc. . E oat,. #. ?x9rsit (, a{`: :`"lt. 9 ''.- -�'rQ.1I ,...�0 Y ;� . . ..:: • .. .... ,;7...r ( i y . 4• ,•" •• ' •••• • •... •,,-- ::: 71''.: :••:-: ••• •••-•''''Ai ..• '.••• ••••••• .• - -443A31•14M1 • : • ••'.Z.sig' • • ••i rii irr�Zf XiRi4 il=.k •� -.�,yrrL�;' [ ax-t.::.�yY.�ss±:�':�• �f Ar.�lEirix:+-rh.P..l-s '••�,L, :3-'" �,:�. f`,::•::Mr;i'��'��y.,�'S'.xy�+�;;%•: 'v:'y+.i. ;c•.r:•a-a, .:Vt ;k:�a•�•^' i.:,+s•-,"� �••.-h;<; ���y*,i. °:,bt,'" :.�••;.$t�,i"`•:.i:•;:'�t'':. I `��:wo',%r'�:s:.. :�r�3.:#�1;er"... _xY'�d�wwY°:•;?'7'Y" a:.�i"�• •%��'�`��%.!/+`sit'.:�i>d`.�';".� :�:.�vto-v��a•X:�•,,�y..: S+•y�frw.s... 3;r.k+✓'r �� cs r N eu >+: 1 fi"'•• .. ' ,'a A:rr' ' <r :e.3.' 'fir ir;: . `',:`..' .``.'' eeceiver A s ,, cal' :4,-„t^•.+x,,w/,. tr” 'z:. 7 - is .. [a <_. _:2-":':: . ka:4� 7 e1 vllr- 9 ).t • 1•, , l L!.5:. e 1"'''F''.i` F r i te over the he past three ; t a ;`?;'_ Si,>Yg H ,, w 1 ' q !� e to include representing nting t '' , e; , h, e ., . 7 ` iS•fT�gs ,'= ; " {• I. Y � , E` t R $ 1 ,, :. A ® l s,. *i ;-'._• , ;, an. • � e,ing S.p1F .0l Sere rS atiaging, leasing; and ;' 't. •© Attached in this snrtio a„�• t:: :;`:o disposing of p , . recent and ::r,-:: assig s •iK =vim �' f .a;e%lti44 ate. t • . ,,,+per t''�' lrld�• S•� � 4. '(+r. mss,-:+ ' ,�.�.'.,�„� f£. •:}!l'a.\'< f •.. + �y. 1�eRW T�lj��yFF.. TN.. • 'F'.4 !S: .{�: �• '"Y .: s i.1 r.>h m 4 s ..1:r...,, j�Y'i^g?. - { ! :-I Sd� te< '' r'!j (} •l's'i',w :;4”t<� �. �p1ys:� yyamY, ]n>,. .,:w4,1:::•‘,404,7 .,...,.,,,..21.4.1:., 1,, 1F .x':4y...'i .5'7�i'`'`. '1d` R'rJ`” ?�1 <` '. !: ti v :4'.41}, Y SV ', t ,et• . f.: �: �6 �'+�ivoii,'!�• .A.:.: .:.Y; ?' ; : `'�+'.x'r:..•.'..i'i�.}�, ,eK s;.;. ..C,'iy'• '•. 7;r Y�W a �,cx-•+.J,s,:': lii �.vVY`r�, yx�:2� �:;.��� i:t•9.`?.Ci h4Y:1.. „��,,¢• � L`ia4 • r•cyL��ww Y-c•<A}} l A..�( y_`h.• )) f ..,retifiaMiltiVi.:VrAfe.,*..r.,,AinC..,,,,mciPaV Xn.F3/4,":••■va.t'V.C.4- .-.':i tE 0 = t te - e r:�-* a ^; .xg:; a�$$ n ; { � •, r X 4 d 7 "•i •t r r Y qq i i - iReceversh & Special i III Servicer Assignments NAI Geis provides a variety of services related to Special Servicer/ Receiver work. The Professionals which have performed those services have the credentials and resources to meet the goals and objectives of our clients. The team is consistently evaluated and team members are added as required. The entire team includes: • committed and cohesive team of dedicated professionals; • team members have expertise that includes Accounting, Property Management, and Construction Management; • depth and capacity to effectively handle all types of assignments; • requisite office building market experience having effected hundreds of millions of dollars in office transactions; • experience in the sale and management of office product in the market. I I . [ „ ic 9 i` • t ff fgA 1 ^c�,m S f [ p we F3 .� � +� Sa r .zt IF - c i.. 1 ['L I. !..'i €i tr'. a 'p y'a_ :-. 4 S F ,S , # I ((((`` 1 .E 6 -77,....' `T"— '4 1 s n 'l _ NAi Ge s Realty p i R alt Group, Inc. , Receivership & Special p p i Servcer Assignments ! II Assignments for Receivership and Special Servicer include: 102 Pickering Way The marketing and sale of an 80,000 square foot office building, Exton, PA 102 Pickering Way, Exton, PA completed in November 2012. SOLD 2200 Renaissance The marketing and sale of a 176,000 square foot office building, b`4 King of Prussia, PA 2200 Renaissance Boulevard, King of Prussia, PA completed in March 2013. u,.. SOLD 100 East Glenolden Ave On-site brokerage representative for the Auction Company sale Glenolden, PA of an apartment complex 100 East Glenolden Avenue, Glenolden, { �e�}' - PA, completed in November 2012. .- �L - SOLD 353 W. Lancaster Ave Receivership, management and leasing services for a } Wayne, PA 17,000 square foot office building, 353 West Lancaster Avenue, Wayne, PA, currently in progress. RECEIVERSHIP � 107-113 Cricket Ave Receivership assignment in progress for a 100 unit, `a, Ardmore, PA two-building apartment complex located at r.� 107-113 Cricket Avenue, Ardmore, PA. RECEIVERSHIP 53, 55, 57 Haddonfield Rd The marketing and sale of a three-building complex totaling Cherry Hill, NJ 171,215 square feet located at 53, 55, and 57 Haddonfield Road, Cherry Hill, NJ. Building is currently under agreement. UNDER AGREEMENT _, 626 Jacksonville Rd Receivership assignment in progress for a 91,000 square foot 4.s7zsn. .. Warminster, PA building located at 626 Jacksonville Road, Warminster, PA. I r- 1 ps °°2 RECEIVERSHIP 512 Township Line Rd The marketing and sale of a five-building complex totaling Blue Bell, PA 293,935 square feet located at 512 Township Line Road, Blue Bell, PA. Bids are due shortly. MARKETING NOW N4I Geis Realty Group, Inc. „.., .„. • , • ,.. ., •.;:,,,,31,• .;',16,f':., •••';: r:111.;t$ C,41.....,1;- 1., .:1,.'1-ir m:1,Q,10.C. ,1,,, iL,1. - • ,••• •1 '4'3474. 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When we formed NAI Gels in 199 ric,,,o 41(- 11, . ,,...resentee .,.-, . -, ', ..,.., .. :111:. . . . I cirt -2`..-'I Tdine, '.(1.4,4 lailitlii e, primarily Institut' 1•. ,,... ,o,...i 4;4. 4.' 4',,`A,,,M21..,,N..: - '' ,C.1"‘Vir.fi.:11'.'iN,•:-P■rT;C:.5 4,1i,...Trlq.'d ..ttlik,f :,:i ii: ', 23t f•'.4:324,"../..s..,,,,,,,.(,0 T."'W.Ons,.. ., e . JWitt...' ' ree Capital Our pro, ps ,- . 1.1 '' ....,. iti ,.4 qiiie 1,,''' 'ii ..‘ii . .„ i.i.:;4 i .,iii.,... .,,irl.ii..i,-i;iiihn....,,liikyii4;ii,..-,0 ices ., Were developed tO,PeI., 40,- '.,;., ',..41.y.W , • ,F.1..., in.„,i0f, .r.,..iiliiii.4*...04„,t,i-i- ii. .i.i , -.. -,..,.: 1.4q,..,?...J,1,. , ,..,„ • 1.,:ts,z,,I3.!•tiA43,, 64;igifiN ;„,,,,v, ' %._,. 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'.y.17110; ''':::41.7p,,/...:, .. :ni i;,,y.11,;,Ltikf,,,,,,,,,,■„,„•••••,1....,', ;7.,....'„'' 11":-.•;Y•i•::•.11,,..."•-•;:tir:..r: ne.41,1"•:;.e.• • '"' "-'"f ...00,k4 4.4`itAi-k. ' " ,.,,,.",,p,";5.?"'`,M41,,..r0 •''',"': :, ., • • '''• '44,...1::•.',1..,,,,,:z1441 ,e2t..,,,,,,, , . .4- .,f7fillg.4k 1.31,...1",,,''''',•”' •,,..•444'AI:0" ,,, .., ,• . i, ...r• '''.?r,11, .% ' 'IF*fv,,i.';'''1'-.1;''',.,i2,1:%%-..4.•■.0A ,.',. : ....: .1,,..j..c,A, , .%e..h*,..'%.%,•'••., '''',74;-r.e.'''''''''''. ' ' ' 11' .-' ' '... .%6'.:•"1;:',71.:A1.40-.17Z'T filitig;,,,E.4 ......., - • •■,.. '. . '''''1,1,',,, irgr.^..._" 4_,A,,`'Z ., ' ''`'. • ' • "I'5\''..."';`V.,`-'4',5.4.-s:CP?:;,*.f1-•..:;:.Z.):',Arb.....tz,. . ' 7 ' '.1^.',•:,,,i." 0 -''''4'. •• . ''''''Aterliki-I:t'ti • ' 4 , . ;-_-‘,7'1,2',;3,",4 --- " ' - ., ••- ..",,,,,,,.. ,;.t.,,f' • ' ',,,,' ' ,- . •" . ' . '''....--..,'. A ," t3 e".;''''',""!.f",;74,!-$.'',.,4, ' ',, , , --•'' ,'■,--,71, ',;-1 • :- '- ' ".' . 4'-'-,.. e.4 ''.".4-,i1 7 • . '2,' , - '' .4 ' . ",,,'„,,,- , • , ' Brokerage Services g IV Landlord Representation PROPERTY/ASSET MANAGEMENT NAI Geis develops a customized approach to each and every assignment and property. We identify ownership's goals, tenant's needs and requirements, the size, location, and condition of the building, and we perform a cost benefit analysis for identifying levels of service as we develop our approach to any project. • Financial accounting • Preservation of the asset • Tenant relations and commitment to service • Communication and ownership's expectations • Asset management • Supplier-vendor relationships • Cash management reporting and accounting • Accounting • Reporting • Emergency response We have successfully managed buildings from 15,000 square feet to 414,000 square feet in the suburban Philadelphia market including office and mixed use properties. In addition, we have managed suburban office parks of 252,000 square feet to 1,200,000 square feet. In the Philadelphia Central Business District, we have managed buildings from 90,000 square feet to 780,000 square feet. Y Y PROJECT MANAGEMENT We have outlined our Project Management and Construction Services in Section VII of this report. In 2012 we completed in excess of 6 million dollars of Landlord Project Management Services. IYAi Geis Realty Group, Inc. Brokerage Services - g IV Landlord Representation (continued) LANDLORD LEASING REPRESENTATION Since the establishment of NAI Geis, we have represented both entrepreneurial and institutional owners. We coordinate with ownership to develop a detailed marketing plan which emphasizes the attributes of the property. We market the assets using a variety of tools to ensure that the broadest pool of viable tenants is obtained. Outlined below are significant current and past assignments. • 102 Pickering Way, Exton- 80 000 square feet • 901 East Eighth Avenue, King of Prussia - 60 000 square feet • 1001 Adams Avenue, Norristown - 137,000 square feet • 1600 Market Street, Philadelphia - 825,000 square feet • Chesterbrook Corporate Center, Chesterbrook-800,000 square feet • Glenhardie Corporate Center; Wayne - 25Z000 square feet • Maplewood Office Center; Fort Washington - 130,000 square feet • Southpoint Office Park, Berwyn- 125,000 square feet • The Curtis Center, Philadelphia - 780,000 square feet • United Plaza, Philadelphia - 622,000 square feet • Valleybrooke Corporate Center, Malvern-285,000 square feet NAI Geis has numerous current assignments in both Philadelphia and the suburban markets. In 2011, we repositioned, managed, and fully leased a 137,000 square foot office building. Our owner leasing assignments have occupancy levels of 93%and 96%in two major office towers in the City of Philadelphia. 105 ,tre4,,05-4 �a ^' �` tom,. gz $ 4'1 n ,max # I 24 � � "t a: 11,4 11 IYAi eis Realty Group, Inc. G y p, Brokerage Services - g IV Landlord Representation (continued) PROPERTY DISPOSITION EXPERIENCE The brokers of NAI Geis have represented numerous owners in the sale of their assets. Significant assignments have included: • Sale of a 800,000 square foot office center, known as Chesterbrook Corporate Center in Wayne, PA •Joint Sale of a 780000 square foot office building known as The Curtis Center, located on Sixth Street in Philadelphia, PA •Joint Sale of a 622 000 square foot office building known as United Plaza, located at 30 South 17th Street in Philadelphia, PA • Sale of a 414,000 square foot mixed-use property located at 180 Kost Road in Mechanicsburg, PA • Sale of a 387,000 office center, known as Liberty Ridge Corporate Center in Wayne, PA • Sale of a 252,000 square foot office center, known as Glenhardie Corporate Center in Wayne, PA • Sale of a 172,240 square foot office center, known as Jenkins Court in Jenkintown, PA • Sale of a 176,000 square foot office building in King of Prussia, PA • Sale of an 80,000 square foot building in Exton, PA • Sale of a 60,000 square foot office center, known as Cedar Run Corporate Center in King of Prussia, PA • Sale of a 6a000 square foot office building known as The Merlon v Building in King of Prussia, PA 9 9 s 5�2ad_ • Sale of a 30,000 square foot office building, known as The Exton Professional Building in Exton, PA • Sale of a 28,500 square foot office building in Malvern, PA N4i Geis Realty Group, Inc. � /-� x. f-, a .is-tri.z f -t.i b t I iolf Hi t'.t JV.--tM ::_P! 0CI•.:3."31 ;j ,It©fit:� _, d' '.'a;':'. # o •• .. A .fI S j jf s l•:::,� ,. - ' • S`WIG" ' K y:pØ- `�// Y-, � : .' . ? ,••• . - • —i. }• , i -• • fi n .L 3.h.g y , } . ry: . • ; . .. ma•• l''.' :. +r . {. - .�L:;- � �s+L � A �-4��-��r,;..tk2 -gw" Lr�' Y::• .-"=::�rr.•.•• 'k�-s� Y� .;- , •:•51.74,42.44110•:• : 5'. V �v€ ;i ,� �.S�, �+ �"s` ��_ .�: -a •��aE yfr�Ag. ai w. l ? V p � ' i4&' �:°i':-• t• ';d1;." :ri`: : t+' . ' �' y: : '�� �. y 4`lY 'e Tf:� .9 � f •'Sl::i:.: : ; .-i ,.:;i j Section yr � A. .:, ' � ° i " '^ . ' ?M,5 , d';s.i �:,;•�'S.Ya�' v�`'-�' pG�+�ia a"r':,F: - . air syn!%-x.;k?,' :• .:�y,..,•":^ i "Y=:s: F1'ua, i.9f C�Y._-.{i'Y%A'Y:. ": ...,f-4:0...::f n- -�.=.?.r 1i l) .v..}.:ir -_r J3 te...Y}..:1.�5:..... , -.y ............. lye 4t '- t $ lx -i} : ' I �yt +R .1 ` i a•! f Y,::,: ::.,:: H'f. y ,:.;:. B�^o �:3 � Ge vice• �N.{ tin e� p r.,q•:x.:.^, + e i T 7t)ntRepres'-ntatlon r I ., ,�s :f< and i. •° ;isiy:.IM •M, x F�ajr,a,��. , NAI.Geis r ypresen is many ten ,.is and buyer locally ,'S 1$, r� i fx • rir .yam e`. r 7---a',. #..�, .-_. {k�=;„ ; ` ; k ,_ . ' ,,.ti..: - hroughoul .. c ,1; . ,!,satis: ,ing• •.•. pee s. We have • "'°" `-'-. -' i ultiL-f .x:arxaf;tea with•extensi e experience •i•' ,Air :1C0E ' •ra is i to tenant ,a ' buyers.Re 34J,...411,,,'' Z.{ `I .k• '.4..t: s 434.:5.. `y,y.ii1":';S,' .4✓ .f,.. ..• �,tr� "''s <fil'y1• °∎•:�G .ra reet t specific nee •of the client f X � ` _ . . .: 1 —. -'-- •L''� 1.por e by•propert management•:$ ch.: :;3;r v. --.. _ i'i�•t:li, r,rar: Yi' 5 i �1 ,,s- sent Li1E .1•pcEt .I �sSr:�`fi�.i:• Fri l� .��v Y [ i:�F t R' - ' r I ' c�io• :'r�', i •• -i t tt ,,a': lzii-;i, : 1 .r E r'r fro•� ..•"•44®•.- ; Ecorripl ti ri `. Y< . " > . . 4 i k i }a • S:nit{ ,,r • s. ,y.3i uY E # E F'�' �a �'aF+Y 3 f�ti i aE`s- SVr_. .6R - t W' "k •�• •"3 .3,- '?Lx. ?.:Z % q, 6 ASK : id .• -`.x 1( - ..x, N .64:4: .x,` c `C t}'. , �" • +s a s ! f Brokerage Services - i V Tenant Representation In addition to our extensive Healthcare System National Representation included in Section VI, we represent national companies for both office and industrial product throughout the United States. The team includes members of our NAI affiliates experienced in the geographic area of our assignment. Section VIII includes a brief summary of NAI. In 2011 and 2012, we represented tenants in 105/ease transactions totaling in excess of 1.2 million square feet. In addition, we u.. ` represented tenants in 18 sales transactions for both land and building. iz 1 aF a y x 0..�� f1 k 2 �� �6 i � ' i � r riot- : , 1:,2 J i 4 3 . 3 � � Y-�^rvnv IYAi Geis Realty Group, Inc. .: 4;9i:oF _ '#s::g•v!"l h.. P)/?i u ^" f} 1 04 rt+ 3(;, x ,'7{ `�4•! ..• c •. . _ :_Fes. if-4 W 1: a pa: •.,— ,Ga a :.'. _ r lfn°.L. 5'i5:• .', • • , . • 3' .r.rw �. : fi ,�, . .•,:R4•.:.!::..,:.:.�,..:'. .� -s'�•-- __ - 'idly e•7. ':2"'. p.yy _ :,1+: '!R.,'•'V+:. •} y... r.v".1 S":Y':I>!:••�Y�W 9 +�w. If• :}:v:Y • • y.$.+� y���Le:: '.wY �...»:'r;"?`i�.a�r'.a...,,,..,� ,'r � �"i1• s':�"•S�y .�"•a.•^!et,. I.t: .-tt.!'i.:t:xr..P eA-'i--*: it `14:efr. Sitt:..i ':?: •ar.,:.'i;:41;1 • ....<::;. :�f•':�::...•••••••••' :..••••:. .;.� •.. �'rC "y`._ �°j' •Y:k�e. �Br;{�c.,r'� !. .a.�r. �Y,.yF �.•tiy,• .. x`.i!'C .tY:9l��:G..y:�:�''lvr.• .'feu ���! -.�'3��9;:r: �'`,'!'rn,Avl.1;' ",�e'�:PU;M1 i:'t-��:Ii��i F S'v Section:•= : •': . ..1 �0�u: ;, _.,: Y4=e.,: _;-.V5::.i> • i,are;";e�la 2..f:, :V( r:.L:n• Y .S /!,.��-$.a y�~''U}.' ;5 ••Y•4�. h;•;�'a: .N'�::0:.2��..:�': r,Y.aibl�;2•;:.S.:::,3:45e,ti ::� v. .• ,ra..� : .:.:: ,,mi�ll. n�+��'--�' ,F.n# .,,�+,, °„r��"":' '•IC.Sy.!-:5. ,.:y�,..,; 'g�'::dt,;i�. . +.-:?^'�1:i�,3 S:.12:i Healthcare Industry VI Related Services -NA/Geis provides Billing and Collection Services to ninety- one hospitals nationwide. These services were developed as a tool for our healthcare clients. With the hospital as landlord and physician as tenant, in an interdependent relationship, we provide the means to ensure that the financial terms of leases are complied with and Stark regulations and requirements are satisfied. -NA!Geis provides Fair Market Value Rental Range Analysis for 133 hospitals nationwide. Federal guidelines through anti- ' kickback statutes and Stark regulations require that all real estate transactions between Healthcare Organizations and third party physicians must be at Fair Market Value. We provide a detailed Fair Market Value Rental Range Report which documents the >' appropriate range for rents in the designated market. Where necessary, site visits are scheduled to assess and identify the subject properties and potential market conditions. Available spaces are analyzed and compared to the subject property to develop the range. Additional information, on both subject property and comparable properties, are researched including public record ownership information, building information(i.e., size, age, condition, operating expense information, and other relevant data). These reports assist our clients in retaining and satisfying physician occupants while complying with applicable regulations. -NA!Geis provides leasing negotiation and lease renewal services for hospital-owned Medical Office Buildings for 34 hospital facilities nationwide. Our hospital clients require that all lease transactions within their Medical Office Buildings are in compliance with Federal Regulations. Using our knowledge of the specific market, we j identify, negotiate, and execute leases for these hospitals. At : a the current time we have over 130 of these assignments in progress, { t? -NA/Geis provides lease administration services in addition to our billing and collections services. To manage the lease ¢fi-• administration process, we have developed a proprietary web-based information database system. LEASETRACT"' was designed and developed in conjunction with one of our health system clients. Our property management staff is responsible for database input and contract updates. Also, every lease is reviewed by staff who have experience in lease abstracting and lease review. The purpose of the lease management is to ensure all leases. remain in compliance. NAI Geis Realty Group, Inc. Healthcare Industry VI Related Services (continued) -NAI Geis provides full service property management to nine medical office buildings. Medical Office Building Management requires knowledge of specialized requirements such as medical gases, red bag waste disposal, and Federal regulations where the facilities are mapped to the Hospitals. Our property management team is experienced in these requirements. -Our tenant brokers have completed lease transactions for our healthcare clients in excess of 1,000,000 square feet in the last five years. s ` -NA!Geis currently has 15 acquisition and disposition assignments in progress throughout the country. Where possible, we use our NAI Affiliates to provide local services. In the last two years we have completed in excess of$10 million in transactions. -NA!Geis performs Stark compliance audits and site visits to assist our healthcare clients to proactively manage their owned real estate assets. 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''- •,..,2'4 ,-....• 3 '''t.:''''')'''''33'. ?-3:-4*-v•-- C.,:- '1?•;••:'3.4;:. .:..t'0,.:••i14':'A. ••••:::-••::•-•.... ........,.• i ••-•-•- , ,:. ......._.. , • . -•.-:., _:' .,_._ ,........ • Other Real Estate Services VII PROJECT MANAGEMENT AND CONSTRUCTION SERVICES NAI Geis has a full-time construction manager and contract employees when required, who provide the following services: • Support Property Management Department with evaluation, bidding, and supervision of major projects; • Provide Tenant Construction Management Services to Landlord Clients. In 2012,we provided Landlord Construction Services in excess of six million dollars; • Provide Tenant Planning and Construction Services. We have provided tenant planning and construction services in excess of $2 million; • Provide Support to Brokers in evaluating alternative sites for Brokerage Clients; • Perform field inspections and Stark compliance audits for healthcare clients. CORPORATE SERVICES NAI Geis, on a contract or as needed basis, will provide its clients with a variety of services. This ability to provide such services allows clients to focus on their primary mission. Such services include: • Sale-leaseback transactions x • Development • Strategic planning including asset disposition • Operating expense audits • Preventive maintenance, security analysis, and crisis management • Energy and tax audits • Appraisal coordination • Coordination and support for real estate tax appeals IYAI Realt Group, Inc. eis G Realty p, ,��;ja E ti?�;Ft•13Y')r:,:S ; ! R s�j©Y.0 d S t�. 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TEiIL About NAI Global VIII , ,, 6.Yr People + NAI provides clients with r A1 -, Process access to brokers in each Results discipline with expertise • Single-point-of-contact in office, industrial, retail, accountability and investment practices. • Collaborative client-service teams Dedicated to providing • Local offices in primary, our clients with the most .4 '' secondary and tertiary markets : �.; -- worldwide comprehensive resources, • One simple agreement to start NAI offers various core project or portfolio work -w- - a • Customized processes facilitate competency combinations consistent service across tailored for our clients: ,..., assignments and geography n Brokerage Services Corporate Services Our clients range from institutions and Because every client faces a unique pension fund advisors to private developers combination of business and real estate and individuals,all requiring superior market challenges,we make it our primary focus �' intelligence and custom solutions based on to listen carefully and understand your ., specific objectives.NAI offers a full spectrum marketplace and business opportunities. of consultancy and transaction services Our approach is consultative, partnering „ including single building,portfolio and land alongside and with you as one team:starting R acquisitions and dispositions, project leasing with an advisory&planning process,we are z ,' b- uild-to-suits and auction services. able to align your goals with your needs for transaction management,project management Investment Services or portfolio management. ti , Our investment teams represent clients with Management Services , ,3,i , every type of commercial property,expertly navigating the process of valuation and We practice an ever-evolving strategy of 4�2, .'-x,"--;-_, due diligence.As a global organization,our being flexible to the customization required s r t a- dvisors have access to broad capital market for reporting procedures for asset,property or ` fi a- nd institutional relationships;as a local facilities management.Through our platform, f.k, ,,e' �� \ '�;�'�,'� �� advisor, NAI delivers exceptional marketing we offer our clients the benefit of local and intelligence,and the ability to offer decision making,leadership and relationships F= t� i related a la carte services such as property that are centered on and in your market.With management and lease administration. the ability to introduce you to relationships "; .U.' , ; � �- nationally and internationally if required,our -` scalable services contribute considerably to aF your success. N4iRealt Group, Inc. eis G Realty p, About NAI Global (continued) VIII Corporate Headquarters: NAI Global ■•O •••. 4 Independence Way . •'' ■••• • ■r u u a ■•u• Suite 400 • ••••• Princeton, NJ 08540 ;' " (609) 945-4000 (609) 945-4001 (fax) Web Sites: • Public Internet:www.NAlGlobal.com a Private Intranet: members.NAIGlobal.com NAI Global Statistics: • Professionals: 5,000 • Annual Transaction Value: $45 Billion • Offices: 350 • Countries: 55 • Over 300 million square feet of commercial space NAI Global is based in Princeton, New Jersey. A dedicated 70-person staff, strategically positioned around the world, provides management, technology, marketing and corporate services support to its members and their clients. C-III Capital Partners LLC, the parent company of NAI Global, is a national leader in real estate services and investment management. C-III Capital Partners, led by a management team with extensive experi- ence and a track record for creating value, provides innovative real estate equity and debt solutions tailored to address the needs of its clients and investors. C-III is engaged in a broad range of activities, including primary and special loan servicing, loan origination, fund management and principal investment. C-Ill's principal place of business is located in Irving, TX, and it has additional offices in New York, NY, Greenville, SC, McLean, VA, Chicago, IL and Nashville, TN. To learn more about C-III Capital Partners please visit www.c3cp.com. NAI Global Corporate Offices: Akron New York City Atlanta Portland Columbus Princeton (H.Q.) Hong Kong San Diego London San Francisco Los Angeles Toronto New Delhi Washington, D.C. Philadelphia (NAI Geis Realty Group, Inc and NAI Mertz) IY41 Geis Realty Group, Inc. About NAI Global (continued) VIII NAI has established relationships with various value-added service providers to assist and meet client needs.Working with these service providers in allied and related fields allows Members to provide a wider range of services and creative solutions for clients. How do these value-added services benefit you? We truly provide full service through easy access to an array of services provided by NAI's Alliance Partners that complement their existing services. For instance, by tapping into the services of our Alliance Partners, we can offer clients a time and cost-saving strategy for moving their people and equipment into the property you just helped them purchase, or offer • alternative methods for disposing of their hard-to-sell surplus property. NAI can and will get the job done, while saving our clients time and ultimately money in the process. To provide the most efficient and effective systems and services in the commercial real estate marketplace, combining international reach with local expertise NAI offers the services set forth below through their Alliance Partners: • 1031 Exchange • Auction • Financing (Debt and Equity) • Appraisal • Demographics • Development • Environmental • Lease Audit • Lease Administration • Location Analysis • Move Management NAI is a global commercial real estate services company. NAI Global professionals provide a full spectrum of services to non-profit, higher education, Arts and Culture Organizations, regional, national and international clients via a worldwide network of independent commercial real estate service companies using our proprietary state-of-the-art, award-winning technology platform. Commercial real estate has shifted from a local to a global marketplace. As corporations and institutions expand and their internal resources to manage their real estate assets diminish, global service providers have emerged to fill the void. NAI has offices throughout America, Asia Pacific, Canada, EMEA, and Latin America and the t t s Caribbean. Globally branded and recognized, NAI represents hundreds of major multinational clients. NAI's business vision is to provide seamlessly integrated global real estate services through leading independent commercial real estate offices worldwide by offering: • A Central Organization • Proven Management System and Processes • A Core Corporate Services Group • Award-winning Technology • Global Marketing • Information Services Ownership gets Global Expertise with superior local touch—excuse the Pun. Geis Realty Group, Inc. About NAI Global (continued) VIII Gerald C. Finn, an innovative leader and a prominent ,y New Jersey real estate developer, incorporated New • America Network, Inc. in 1978 creating a national market for real estate services in the United States.Today, NAI delivers the same level of innovation and services globally, When the organization was formed, the commercial real estate market was a highly localized, parochial business with little cooperation, communication or business flowing between or among companies. ; Mr. Finn recognized that a national and global market- ° ... place supported by standardized state-of-the-art processes would create efficiencies for property r owners, investors and corporate real estate users. The < organization set out to serve the emerging demand ; § for multi-market commercial real estate services. While others followed either a chain (single ownership) • or a co-operative(shared ownership of existing , t • • independent companies with a central driver)model for providing real estate services, NAI created a hybrid ; organization. NAI combines the strength and control w _ of a centralized corporate structure with the deep local "` k , knowledge, energy, experience and client focus of ?� 4. : s� entrepreneurial, locally owned real estate companies. tY S ? I T t � i =K� N41Geis Realty Group, Inc. About NAI Global (continued) VIII Local expertise nationwide is the � n� foundation of our success. Incisive local 4 �� Y market knowledge, enduring business relationships, and an entrepreneurial approach to problem solving distinguish w NAI from its competition. Our extensive 4 1, experience in strategic dispositions and _ r , cxt development capabilities make our team r uniquely qualified to support our clients : fF . y � real estate requirements. Client service and professionalism are the =-1•A , firm's hallmarks, which have earned t.NAI an outstanding reputation as one fi� "" � ,. of the region's leading full service real �'� e estate firms. a The primary focus of this package is to provide information on the service capabilities of our respective firms and team members assembled to service your account. In addition, information in this package is designed to provide an overview of who we are our experience and business methodology. NAI TEAM Our team represents a combination of resources that is uniquely qualified to meet and t exceed our clients' expectations. Each individual member of the team has certain and distinct ',;;;V,,,,-,,,,t.L.1.iii*_1.1„-.'-it*''''''!rg,„-Li.„,`-kwz.;!strwl;*-4-: responsibilities that blend to guarantee success. The team is supported by a seasoned staff. We utilize a "hands on" approach with each team member using their experience in working with sophisticated owners in maximizing and maintaining asset sale value. The team approach provides an unrivaled level of service. Our experience and insight contribute greatly to the - r -.. :<: successful sales of the projects we undertake. Geis Realty N41 G Y Grou p, Inc. ,y" � 7... „',`,i 9r(,; ;i?,i s�°Gi:. 1 1r:.Th.� �, lo(u)r l' �7e; i;.`i..•�•'.7,•4::,:!-V:',:•.:•a i� �r y•l;. Am. '. 5 _gin. 7.0 . a x .•... •. `r�,;� � , „ AV:6� :...Y.F�:;yt i s.Vrr h .�'r, e st-- v.., • .•."a"yx`f-`s:±v .."k�x .:. .. ti+•s: .c.. ':.d�•, .'''. . J. srf�}� ti S:x, '�... ..... . . . ... . .: • „....•• ...• =:,•• :.,t....�_,<.�.:.:':::•' � N S x" i `- t r�� ww�yq„si�?i 4.:::,. ,• : . .� • F:F^�4�::4,.�ii:?„`,:f `�.:5. , + ,.Y'. ...• . . ............: ......,.......,"._......•„ ....•...:............:... ... .. .... " . •••.,.;.. ..;. + f. 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'•'L_• • - a •1 x 24" J'4 `FZ' `�: :,0:.:;f: `:<3^i • .. •T :t,,.., •� �,�;.'.',+•�. • LYAd ea:„ ,,� 5• s,i-.fit' T' --"••::••••-`•••••• i - . t -,^T Sd .$ .'a - n . t; .fix r �5 - j •r � Resumes of Selected Team Members IX Dean H. Geis James E. Eaton, Jr. President Senior Vice President Dean formed NAI Geis Realty Group, Since 1983,Jim has specialized in the Inc. in 1992,with aim to specialize in the leasing and sale of office and industrial acquisition, leasing, and management properties throughout the Greater of commercial office buildings. Dean Philadelphia Area. In addition, Jim supervises property management, e, has represented many of his clients brokerage, accounting, and construction in transactions throughout the United management services. Since founding States and Europe. ; NAI Geis Realty Group, Inc., Dean has been responsible for developing or redeveloping in excess In the last 18 years,Jim has leased or sold over$750 of one million square feet of Class"A"office space. million of commercial property. His success is attributed to the focus on client service and relationship building, which Prior to NAI Geis Realty Group, Inc., Dean spent nine has resulted in multiple transactions with the same clients. years with The Fox Companies serving as President of Representation Fox Realty,the brokerage affiliate of The Fox Companies. Re p As president, Dean was responsible for managing, leasing • Verizon Communications- 15 transactions valued at and providing administrative services for all of the groups $30 million; approximately 400,000 SF comprising The Fox Companies. The Fox Companies' • Primavera Systems, Inc. - 20+transactions in the projects totaled in excess of two million square feet. Dean United States and Europe valued at$60 million; personally negotiated all lease transactions and was approximately 300,000 SF accountable for the economic terms for the projects. • Hitachi Data Systems -6 transactions in United States For over fifteen years Dean has focused on providing valued at$10 million. Highlighted by: services to Healthcare Clients. These services include - 130,000 SF office/warehouse sold in disposition of surplus assets including surplus land, Suburban Baltimore closed hospitals, and medical office buildings. In addition, • General Electric- leased a 112,000 SF office building to extensive billing and collection services, stark compliance GE in Suburban Philadelphia reviews of leases and values, acquisitions and expansion of • United National Insurance- multiple transactions totaling medical office buildings including property management. 85,000 SF Class A office in Suburban Philadelphia •Dean's industry knowledge and successful track record C-E Minerals sale of 60,000 SF office building in has attracted Philadelphia's top brokers to NAI Geis Realty suburban Philadelphia Group, Inc. Since its inception,the company has grown • SKF USA Inc. - 30 sale/lease transactions throughout the to a staff of thirty-two and includes property managers, US totaling 700,000 SF. Highlighted by: construction managers, and marketing professionals. - 315,000 SF industrial building sale in Altoona, PA - 120,000 SF build to suit for the North American Career Highlights Corporate Headquarters • CPA certified • Leased over 2.5 million square feet of office space • Sales totaling over$500 million IYAI Geis Realty Group, Inc. Resumes of Selected Team Members IX (continued) Tom Hummel Paul E. Wolfson Senior Vice President Vice President Tom Hummel is a Senior Vice President With over fifteen years of corporate real of NAI Geis Realty Group, Inc.,the estate experience, Paul E.Wolfson, strategic affiliate within the Philadelphia a licensed Pennsylvania real estate Metro of New America International, Inc. salesperson and Vice President of NAI (NAI). Tom is responsible for building Geis Realty Group, Inc.,joined the firm revenues for NAI's Philadelphia market 4 in February of 1997. Prior to 1997, Paul with primary responsibility for the worked for Seneca Roach Commercial Center City market with an emphasis on Property Services as a sales and leasing Tenant and Landlord Representation, agent in which he participated in numerous sales and lease Development Consulting and Advisory Services on a local, transactions representing various Fortune 500 Companies. regional and national level. Tom is also responsible for the Since Paul came on board, he has become our youngest leasing and marketing of United Plaza, a 600,000 square Vice President and has consummated transactions with foot Class A office building in CBD Philadelphia, PA. several local and national companies. His long-term relationships and"value added"work ethic has earned Paul Tom has over 24 years of experience in the fields years of repeat business both locally and globally with all of of commercial real estate,development, sales and his clients; always continuing to"exceed expectations!" marketing. Tom is an expert in project management in all aspects of the commercial real estate process from Career Highlights leasing, development, and relevant financial structures. Since 1989, Tom has been a licensed real estate • Mack-Cali Largest Office Deal 2006 Suburban professional in Commercial Real Estate in the Philadelphia Philadelphia,winner metropolitan area. • 2005 NAI Gold Club Member Career Highlights • Philadelphia Business Journal's Best Real Estate • Recent lease transactions for office and retail space Deals 2005: Best New Office Development, totals more than 540,000 square feet. Runner Up. • Recent sales transactions total more than $202 million. • Philadelphia Business Journal's Best Real Estate • 2006 Winner-Mack-Cali Biggest Impact Deal Deals 2004: Best Industrial Lease, Runner Up. • Top Producer of 2003 • Youngest Vice President • Personally completed world headquarters relocation for Animas Corporation, a 111,000 square foot facility in West Chester, PA. NAi eis Realty Group, Inc. G y p, Resumes of Selected Team Members IX (continued) Shane Funston Tom Bond Associate Vice President A Pennsylvania licensed real estate Thomas S. Bond is a Vice President of sales person, Shane joined NAI Geis NAI Geis Realty Group, Inc.,the strategic Realty Group, Inc. as an associate in affiliate within the Philadelphia Metro of the summer of 2003. Shane specializes NAI Global. Tom's primary responsibility in the leasing and selling of office and is the Philadelphia Tri-State Metro Area with an emphasis on Tenant and Landlord investment properties. Representation, Development Consulting and Advisory Services on a local, regional Career Highlights and national level.Tom is also responsible for the leasing and marketing of United Plaza, a 600,000 square foot Class A office • Co-representing the University of Pennsylvania Health building in CBD Philadelphia. System in the lease negotiation and relocation of 177,627 Tom has over 20 years of experience in the fields of commercial square feet of administrative offices.Through this one real estate, development,advertising, sales and marketing. transaction,the team successfully structured a deal Tom is an expert in project management in all aspects of the creating a net savings totaling more than$17 million commercial real estate process from leasing,development and dollars for their client. relevant financial structures. From 1987 to the present,Tom • Representing The Foundation for Individuals Rights in has been a licensed real estate professional in Commercial Education in their relocation and expansion in Center City Real Estate with some of the most respected firms in the Philadelphia. Philadelphia area. • Represented the A.C.L.U. in their relocation and Recent Sale Transactions (Partial List) expansion in Center City Philadelphia. • York Square Condominiums, • Represented America Coming Together in the leasing of 319-29 Vine Street Philadelphia their office location in Center City Philadelphia. • French Creek, The Town Homes of French Creek, Parcel 15-9-75 Vanderslice Street • Represented KCI Technologies in opening their • 1106-28 North Delaware Avenue, Townhouse Project Philadelphia branch office. • Barthco International, 721 Chestnut Street • United Plaza, 30 South 17th Street • The Curtis Center, 601 Walnut Street • 2101 Washington Avenue, Philadelphia Career Highlights • Recent leases of office and retail space totaled more than 510,000 square feet • Recent sales totaled more than $150 million Corporate Clients Represented (Partial List) • United States Postal Service(USPS) • Duane Morris • Oaktree Capital Management, Inc. • IPC US REIT • Phoenix University NAI Geis Realty Group, Inc. Resumes of Selected Team Members IX (continued) Jeff Zimmerman Mary Ka Jy Dolnack Vice President of Vice President Design & Construction Property Management Managed the tenant construction Mary Kay Dolnack recently joined NAI for over 700,000 SF in the Curtis Geis Realty Group, Inc. as Vice President Center and United Plaza, two class overseeing property management and _ "A"commercial office buildings in special projects for the organization. She Center City, Philadelphia. Managed has over 20 years of real estate experience the expansion and renovation to the in office, industrial and retail properties, Burlington Towne Center, a $50 million most recently directing the operations project in downtown Burlington, < ';4 and staff responsible for a portfolio of 6 Vermont. Managed the expansion million square feet of office/industrial in and renovation to the Stroud mall, a $34 million project in Stroudsburg, Pa. Managed the tenant improvements Mt. Laurel, Marlton and Swedesboro, New Jersey for Liberty to over 70 retail stores in Chesterfield Towne Centre, a Property Trust. Mary Kay has been a licensed Pennsylvania real 1,000,000 SF regional mall in Richmond, Va. estate salesperson since 1994. Mary Kay was previously employed by NAI Geis Realty Group, Selected Projects Inc.when she was General Manger of The Curtis Center in • Government:General Services Administration, Department Philadelphia,an 880,000 square foot Class"A" high rise office of Justice, Securities and Exchange Committee, building. Additional prior experience includes the management U.S.Antitrust Dept., Department of Labor, Economic of One&Three Christina Centers in Wilmington, Delaware for Development Administration,ATF,Army Medical, Bureau Brandywine Realty Trust, 1201 Market Street in Wilmington, of Labor Statistics, International Trade Administration, Delaware for LaSalle Partners and Oxford Valley Mall in Federal Defenders, Small Business Administration. Langhorne Pennsylvania for Kravco Company. • Retail: Shooters, Post&Transfer, Salon Thalia, Limited, Victoria's Secret, Starbucks, Limited Too,Abercrombie& Education Fitch,American Eagle Outfitters, PacSun, Lane Bryant, McDonalds, Sbarro, Banknorth, Macy's, Sears,Old Navy, Summa Cum Laude Graduate from LaSalle University Gap, Gap Kids,Williams Sonoma, Zale's,Ann Taylor MBA, Management Loft, Pottery Barn,J.Cabot Catering,J.Crew, Sunglass Hut,Aeropostale, Bath& Body, Keast&Hood, Black and Cum Laude Graduate from The Pennsylvania State University Veatch, Colwell Banker, Long& Foster. B.S. in Finance • System, Center for Neurodiagnostics,Vox Medica, Elsevier Science, PA Plastic Surgery, Clinical Care Assoc.,Thomas Jefferson University Hospital, Dr. Lipschutz, Oaktree HMO. • Educational: Prometrics Testing Center, Sylvan Learning Center, Pennsylvania Institute of Technology, Busy Bees Daycare. • Legal: Margolis Edelstein, Duffy and Keenan,Wilson, Elser, Moscowitz Edelman& Dicker, Robert Land, Esquire, Duane Morris,Volpe Koenig. • Institutional: Hewitt Associates, PA Lumbermans, MBIA Municipal Services Company, RHM Associates, Numoda, Hamburg Std., Sunguard Systems, Primavera Systems, Schroeder Investment Management. NAi eis Realty Group, Inc. G y p, Resumes of Selected Team Members IX (continued) Kathleen Urban Sherri Geis Baur Controller Accounting Manager Kathleen joined NAI Geis Realty Group, With 10 years of experience at NAI Inc. in October of 1996, assuming the Geis Realty Group, Inc., Sherri's diverse position of Controller. She currently background includes roles in property Y !, accounting,management, o maintains all aspects of accounting, mana 9 9- P erations providing detailed Financial Statements and client management.She currently and Management Reports for each leads a four-member accounting team Corporate Center managed. that is responsible for managing the Billing and Collection processes, Compliance, and Reporting for over 80 Hospitals Kathleen has both Corporate and Public Accounting along the East Coast. In addition, she is responsible for experience. She was employed with SGM Armtek, Inc., Human Resources,assists with payroll, and oversees Accounts a manufacturer of magnetic materials, as Controller from Payable and Accounts Receivable. 1991 until 1996; she was the Accounting Manager for Transamerican Equipment Corporation from 1988 to 1991; Sherri holds a Bachelor of Science degree in Finance from and in Public Accounting with the firm Cohen and Dzara, Drexel University and is a licensed Pennsylvania real estate CPA from 1986 to 1988. salesperson. Prior to NAI Geis Realty Group, Inc., she was employed by the Philadelphia Zoo in the Accounting Education Department. Summa Cum Laude Graduate from Gwynedd Mercy College B.S. in Accounting Education Drexel University B.S. in Finance NAI Geis Realty Group, Inc. , Lr &',..n,.: ',11Y 1(;■` : it L k'1.-01,. t i.- Y,1^-t�' } it Yl rvw`1 ;ii1 o- r) 4 d A Ax,• M1 ] .¢ RA k .Li Gw• :. k ,i � 4 nT,•Fg Viyay' f '.� } A ',s!+S^.., f �� '�S}?�sY s iY', 5.�� '^:`h•.:''�s. l+s'r.'u'aiC 4�Yr„7yy.:-.Ty.p • . • 'w1 • ,. •• Y.�£�}L,fv Ei" ? .g��� . _o.s{:x1'i?i r,:...as.:.,i '•x_a-.a„ ..x'7ei`i:t3:-••- .:.,._6<.. .. . ...... , �T fl =.�•5• r•i4,• kk.�"`° �; � ':. ::,.s1..i:rk l Y::' .t:..:. � ..,. s;;+ ." ' , Yt . . .i w Y. j5xr.. �; � ` •Yi �j•. <xc. Y : :'.' : �� : c9t .n. A •yp � fpo4°..e,."i� L Yb :.:4r,ts.�:�_r: � � :.-:v;xrw:,a•N:?.:Y3:-;•:;. 1�: x? t }• Y +L- t f Y ;'� e5 „ !• S , ` e• " •' T �. Y3Y 1{\ }+.7' . .1t:,-...i•+ 3.. J; s. , 1.,:v • .%e2f q0: "-.•t • � F . s t 4i '• v..t.a:..' k' ,1 r y T 1::,: 40PA b . .• x'. 4p Summar'Y b { . Y kx i ,• .4 .}SG.0., ., :'a, '},:rari'Ri `,., h , .g -i„{ .?.W.j. -- 14 -NAI Geis employs,thirty-seven.professionals . ,+ii 1.ii 1 ', f::: fz rr ,staff to satisfy our commercial client's real estate n . _},,, ' ;f F • ru•.>•,t;.rc• , t,4 -�a _. : •}`'have-full-service brokerage offices in Wayne and'Philade • 04 I.P ?...,:sk '5 •:.^= ` ti i''!°x'6'• „Perin sylvaiiia and a ma orit y owned office inWilkes-Barre, ' • . „''�Pennsylvania. • . l' .. fhc: real estate professionals comprising.,NAI Geis have ro 'ti` R 1=FM.' < '` experience dot found in typical re state brokerage r n a i e:the brokera e 4�lYA ,.�_ ,�'�-• com_pa ies°;:Theipersonnel�tli,at��} l� g. 4: ° -�:.�,,,.. .a,,�.{a:.,:.'�:,:, ., � dlvsion..have:been;successful) ,=,FRquiti:�k,,ii�•n commercial:real• •. estate.:.an`avera,� e of tweet `v1c r !Instruction group •has in excess of twe ntyyears,�e al}r Y+r.rfr::a: ".i brokerage staff and • r 2 II i ropertypianage.rs ar }r:4.0 }r-r�p 'z=g,)',•;.j4••,•-salespersons, t c.._ - . ;:.:< .e.. :: , ,, • _:' i ,• T q..ti17?:'(...:<[.r:4 R iFYD.,;y,. •a ::t^: 3 ,: 'r,. ..d;... �,:y{,.+,, .. ,.;.C� dint,afUtvks' • 1,.*„1.V', 7 2:}(} ,f '%� G t_ `y..? !'�-�R,:.M,k' t `°9� f:C'• in:v'! �sa, x^ AS ottlirJ4c•d:in'this repo. 4�! i!i ,o,•0:<•;T F wi.p,:,�'�'a e ; • . • i� •• •.•• w experientceci in aU aspec <<;1a;etoie:<h 0.•0.aYr ``state including rF management Ind cli po ! .0•.:433:e0•14.f::` -� Y' f _,4d services• r for the fiealthcare-lndust 4:1406.1.401% =rx.:40:°t:;c�tt l0 `fed Special•:.J+'y,r'-•••.:r�+,a ‘.3.T.•w:=�;.: qr SeNCfr'i ,,i11C: Included I `X4c�� 7rp�„IY,,•' y .,;r; �-�• w We look for',varci t'o rovlei�X4r; ;a�r�ws4C�;ia 1' ::1ii,.l;�ie�t:.;.;aljR al i, - Estate Services to your or..40-,: 0:os�. •'4 'r'3:S. ., ,, mom.....-,,,84,,,..,44,,,;,...„),,; ••••-•• 4',,,- . • i4.' VERIFICATION I, Brian Sosner, state that I am an Asset Manager of Sabal Financial Group, LP, servicer for Magnolia Portfolio, LLC, the Plaintiff herein, and as such I am duly authorized to make this Verification on behalf of Plaintiff. The facts set forth in the foregoing Emergency Motion of Magnolia Portfolio, LLC for the Appointment of Receiver are true and correct to the best of my knowledge, information and belief. I understand that the statements made herein are subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Brian Sosner, Asset Manager of Sabal Financial Group, LP,servicer for Plaintiff, Magnolia Portfolio,LLC Dated: September‘,2013 4 1915046 v.2 CERTIFICATE OF SERVICE I, Steven J. White, hereby certify that on September 13, 2013, I caused a true and correct copy of the foregoing Emergency Motion of Magnolia Portfolio, LLC for the Appointment of Receiver to be served upon the following parties via first class, U.S. mail, postage prepaid: Stanley N. Dye and Susan E. Dye 609 Franklin Street Carlisle, PA Lawrence G. Frank, Esquire Thomas, Long, Niesen & Kennard 212 Locust Street, P.O. Box 9500 Harrisburg, PA 17108-9500 Mid Penn Bank do Steven J. Schiffinan, Esq. Serratelli, Schiffinan & Brown, P.C. Suite 201 2090 Linglestown Rd. Harrisburg, PA 17110 Steven J. hite, Esquire Attorney for Plaintiff # 1915046 v.2 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour, Esq. (ID No. 41720) Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. STANLEY N. DYE : No. 2012-213 MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF'S EMERGENCY MOTION FOR THE APPOINTMENT OF A RECEIVER I. MATTER BEFORE THE COURT Before this Court is the Emergency Motion of Plaintiff, Magnolia Portfolio, LLC (the "Lender"), for the Appointment of a Receiver to control, operate, and sell certain property owned by the Defendant, Stanley N. Dye (the "Borrower"). II. STATEMENT OF QUESTION INVOLVED Should this Court appoint a receiver to control, operate, and sell certain property owned by the Borrower when the parties specifically contracted for the appointment of a receiver in the event of a default and the law in Pennsylvania allows for the appointment of a receiver to avoid injury, mismanagement, and dissipation of property? Suggested Answer: Yes. III. FACTS The Lender and the Borrower are parties to a Promissory Note dated November 15, 2007 (the"Note"), which Note evidences a commercial loan (the "Loan") from the Lender to the # 1915046 v.2 Borrower in the original principal amount of$500,000.00. To secure the Loan, the Borrower executed and delivered to the Lender's predecessor in interest a Mortgage dated November 15, 2007 (the"Mortgage"), and an Assignment of Rents dated November 15, 2007 (the "Assignment", and together with the Note, the Mortgage, and all other documents evidencing or collateral to the Loan, the "Loan Documents"). Both the Mortgage and the Assignment were recorded with the Cumberland County Recorder of Deeds on November 19, 2007. Upon the recordation and indexing of the Mortgage, the Lender was granted a first priority mortgage lien encumbering that certain real property located at 1107 Petersburg Road, Boiling Springs, PA 17007 (the "Mortgaged Premises"). Pursuant to the Mortgage, the Borrower also granted the Lender a security interest in certain of his personal property located at and associated with the Mortgaged Premises (the "Additional Collateral"). The Mortgaged Premises is a racing facility known as "Quarter Aces Drag-O-Way." The Borrower defaulted under the Loan Documents by, inter alia, failing to make monthly payments of principal and interest to the Lender when due and owing. As a result of the defaults, on January 18, 2012, the Lender filed a complaint in confession of judgment against the Borrower, commencing the instant matter. At the time the Lender entered judgment against the Borrower on January 18, 2012, the Borrower was indebted to the Lender in the following amounts, pursuant to the terms of the Loan Documents: Principal Balance $ 459,256.68 Interest (as of 1/9/2012) $ 8,582.48 Late Charges $ 1,818.56 Attorneys' fees $ 22,901.33 TOTAL $ 492,729.05 2 # 1915046 v.2 Pursuant to the Loan Documents, the Lender is also entitled to interest from and after the date of judgment, and all additional costs of suit and collection costs, including, without limitation, attorneys' fees, as authorized under the Loan Documents. On February 2, 2012, the Borrower filed a petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the Middle District of Pennsylvania (the"Bankruptcy Case"). On May 7, 2012, the Lender filed a Motion for Relief(the"Motion") from the automatic stay imposed by Section 362 of the Bankruptcy Code in the Bankruptcy Case. On May 28, 2013, the Mary D. France, United States Bankruptcy Judge, entered an order lifting the automatic stay with respect to the Mortgaged Premises (the"Order"). The Order authorizes the Lender to exercise its State and non- bankruptcy law rights and remedies regarding the Mortgaged Premises. Pursuant to the Order, the Borrower was also ordered to cease operating the Mortgaged Premises pending further order of the Bankruptcy Court. (See Pl. Mot. Ex. D). Despite the fact that the Borrower has been ordered to cease operations on the Mortgaged Premises as of the date of the Order, the Borrower has continually scheduled drag racing events, as is evidenced by the schedule posted on the website for the Mortgaged Premises (the "Schedule"). (See Pl. Mot. Ex. E) Pursuant to the Mortgage, the Lender is vested with the right to "have a receiver appointed to take possession of all or any part of the [Mortgaged Premises], with the power to protect and preserve the [Mortgaged Premises], to operate the [Mortgaged Premises] preceding foreclosure or sale, and to collect the Rents from the [Mortgaged Premises] and apply the proceeds, over and above the cost of the receivership, against the Indebtedness to collect the earnings, revenues, rents, issues, profits and income derived therefrom." (See Pl. Mot. Ex. B at 5). Similarly, upon a default under the Assignment, Lender is also vested with the right to appoint a receiver to take possession, operate and preserve the Mortgaged Premises together with 3 # 1915046 v.2 the right to collect all rents and to apply all proceeds therefrom to the outstanding indebtedness due and owing to the Lender. (See P1. Mot. Ex. C at 3) Thus, as a result of the Borrower's defaults under the Loan Documents, the Lender is entitled to the appointment of a receiver for the Mortgaged Premises. The Borrower was ordered to cease its operations on the Mortgaged Premises by the Bankruptcy Court for the Middle District of Pennsylvania on May 28, 2013 (See Pl. Mot. Ex. D), and the Mortgaged Premises is presently incapable of generating income in the Borrower's possession. Despite the de facto closure of the Mortgaged Premises, the Borrower has not produced satisfactory evidence that the Mortgaged Premises has been properly closed and secured, and the Mortgaged Premises may be at risk to damage by trespassers or other external forces. Despite repeated requests from the Lender, the Borrower has not produced satisfactory proof of insurance covering the Mortgaged Premises Further, as evidenced by the Schedule, despite the fact that the Borrower has been ordered to cease operating the Mortgaged Premises as of May 28, 2013, the Borrower has continually held racing events at the Mortgaged Premises, and has an additional event scheduled for September 8, 2013 (See P1. Mot. Ex. E). Any unauthorized racing or other activity conducted on the Mortgaged Premises could result in injury to the public or give rise to an uncovered claim against the Borrower and his Bankruptcy Estate, further decreasing the value of the collateral and the Lender's prospects of financial recovery. Upon information and belief, the Borrower has also failed to make payments of real estate taxes on the Mortgaged Premises, eroding the Lender's secured position on Mortgaged Premises and exposing the Mortgaged Premises to the risk of tax sale and judicial sale. Lender proposes that Dean H. Geis, President of NAI Geis Realty Group, be promptly appointed as the receiver for the Mortgaged Premises for a period commencing on the date of an 4 # 1915046 v.2 Order of Court appointing the receiver and ending upon termination of such appointment by Order of Court. Mr. Geis is experienced with real estate management and receivership, as well as managing the sale of properties such as the Mortgaged Premises, and is fully qualified to serve as a receiver. IV. ARGUMENT The Court should appoint a receiver to manage and sell the Mortgaged Premises and the Additional Collateral contained therein for two separate and independent reasons. First, the Mortgage and related Loan Documents specifically provide for a receiver in these circumstances. Second, even if they did not, the Court has the authority to do so under common law. A. The Right to Receivership is Clear Under the Mortgage The appointment of a receiver may proceed on the consent of the parties alone. See Metro. Life Insurance Company vs. Liberty Center Venture, 650 A.2d 887 (Pa. Super. Ct. 1994); Globe Solvents v. Nouskhaiian, 24 A.2d 687, 690 (Pa. Super. Ct. 1942). It is well established that under Pennsylvania law "parties have the right to make their own contract, and it is not the function of a court to rewrite it or to give it a construction in conflict with the accepted and plain meaning of the language used." See Meeting House Lane, Ltd. v. Melso, 628 A.2d 854, 857 (Pa. Super. Ct. 1993);Amoco Oil Co. v. Snyder, 478 A.2d 795, 798 (Pa. 1984). Accordingly, courts must give effect to the intent of the parties where the terms of a contract are clear. First Phila. Realty Corp. v. Albany Say. Bank, 609 F. Supp. 207 (E.D. Pa. 1985). In Metro. Life, supra, a mortgagee sought appointment of a receiver following an event of default under a mortgage. See Metro. Life, 650 A.2d at 888. The Superior Court examined the relevant mortgage, and its explicit clauses vesting in the mortgagee the right to appoint a receiver, and determined that appointment of a receiver was appropriate. See id. at 551-52. 5 #1915046 v.2 Accordingly, the Superior Court determined that under Pennsylvania law, a lender has the right to the appointment of a receiver if the loan agreements provide for a receiver upon an event of default under the loan documents. Id. at 551-52. The Court explained: As we noted above, the terms of a mortgage agreement are binding on the parties...We find that the terms of the mortgage clearly provide for the appointment of a receiver in the event of a default...Accordingly, we find that the lower court did not abuse its discretion in enforcing the remedies under the mortgage. Metro. Life at 551. In the instant case, as in Metro Life, the Mortgage clearly and unambiguously contains provisions that vest in the Lender, as mortgagee, the right to appoint a receiver following an event of default. (See Pl. Mot. Ex. B at 5). In fact, in the instant case, an additional loan document, the Assignment, also contains such express provisions. (See Pl. Mot. Ex. C at 3). The holding of Metro. Life clearly controls the instant case. The appointment of a receiver is both necessary and proper. B. The Court has Authority to Appoint a Receiver Under Common Law. The appointment of a receiver is a well-established equitable remedy available to courts where the necessities of a case demand this to be done to prevent the waste or dissipation of assets, or where there is evidence of fraud or mismanagement. The decision to appoint a receiver is an equitable remedy that lies within the sound discretion of the court already having jurisdiction over the subject matter and the parties. Abrams v. Uchitel, 806 A.2d 1, 8 (Pa. Super. Ct. 2002). A receiver may be appointed if"it appears that the appointment is necessary to save the property from injury or threatened loss or dissipation." The Northampton National Bank of Easton v. Piscanio, 378 A.2d 870, 872 (Pa. 1977); Credit Alliance Corp. v. Philadelphia Minit- Man Car Wash, Corp., 301 A.2d. 816, 818-19 (Pa. 1973). A borrower's mismanagement of collateral alone may be sufficient to justify the appointment of a receiver. Cowan v. Plate Glass Co., 1, 38 A. 1075 (1898). Further, Pennsylvania courts have held that a receiver"should be 6 # 1915046 v.2 imposed where it is necessary to effectuate equality and justice to all interested." Bogosian v. Foerderer Tract Committee, Inc., 399 A.2d 408, 411 (Pa. Super. Ct. 1979) (affirming appointment of receiver to maximize profits generated by sale of mortgaged property). In Bosgosian, supra, the Superior Court affirmed the appointment of a receiver with respect to a property where there was a likelihood that the receiver would obtain a better value for the property than would be generated by a sheriffs sale. See Bosgosian, 399 A.2d at 411-13. In Bosgosian, the court determined that there was a substantial likelihood that a receiver would obtain a higher sales price for the mortgaged property, which would benefit all parties with an interest therein. Id. Similarly, in this case, the interests of the Lender and the Borrower would be best served by the appointment of a receiver rather than a sheriffs sale. The involvement of a skilled real estate professional will increase the revenue generated by the sale of the Mortgaged Premises, ensuring that the Lender maximizes its recovery, while at the same time minimizing the amount of any deficiency judgment that could be asserted against the Borrower. Further, the appointment of a receiver will ensure that the Mortgaged Premises remains secure and undamaged, thereby increasing its marketability. The Pennsylvania Rules of Civil Procedure specifically provide for the appointment of a temporary receiver if required by the circumstances of the case. See Pa. R.Civ.P. 1533(a). In this case, the Lender seeks the appointment of a receiver to take control of and ultimately sell the Mortgaged Premises and the Additional Collateral contained therein to ensure the adequate protection of its mortgage and security interests and to avoid mismanagement by the Borrower. Given that (i) the Borrower has missed numerous payments under the Loan Documents, (ii) the Borrower has continually failed to pay taxes on the Mortgaged Premises, and (iii) the appointment of a Receiver will maximize any revenue generated by the sale of the Mortgaged 7 #1915046 v.2 Premises, the Lender asserts that justice is best served by appointing a disinterested and impartial receiver to take control over the operation, administration, maintenance, and ultimate sale of the In this case, Lender seeks a receiver to take control of and maximize the value of the Mortgaged Premises and preserve all related assets. The express terms of the Mortgage and the Assignment authorize the relief sought by the Lender, and the equities of the case strongly support the appointment of a receiver. Irreparable injury will result to the Lender and the Mortgaged Premises in the absence of appointment of a receiver, and the interests of justice are best served by the appointment of a receiver, as it will stop the Mortgaged Premises from declining in value,prevent injury to the public, and maximize the return on their ultimate sale for both the Borrower and the Lender. V. RELIEF For the foregoing reasons, movant respectfully requests that this Court appoint Dean H. Geis, President of NAI Geis Realty Group, as a temporary receiver to take control of and ultimately sell the Mortgaged Premises and the Additional Collateral contained therein. Respectfully submitted, STRADLEY RONON STEVENS & YOUNG, LLP Dated: September 13, 2013 By: Gretchen M. Santamour, Esquire(No. 41720) Steven J. White, Esquire (No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel: (215) 564-8000 Fax: (215) 564-8120) Attorneys for Plaintiff, Magnolia Portfolio, LLC 8 # 1915046 v.2 STRADLEY RONON STEVENS &YOUNG, LLP 'f PRO - F � Gretchen M. Santamour, Esq. (ID No. 41720) , 7{ Qr�fe+f Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) culls'C' � , 2600 One Commerce Square ��'e Philadelphia, PA 19103 YtVAS+l/ Tel. (215) 564-8000 Fax (215) 564-8120 CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS As Assignee of Orrstown Bank CIVIL DIVISION vs. STANLEY N. DYE No. 2012-213 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearance of Gretchen M. Santamour, Esquire, Steven J. White Esquire, and Julie M. Murphy Esquire of Stradley Ronon Stevens &Young, LLP, on behalf of Magnolia Portfolio, LLC,plaintiff in the above-captioned case. Gretchen V. Santamour, Esq. Steven J. White, Esq. Julie M. Murphy, Esq. 2600 One Commerce Square Philadelphia, PA 19103-7599 (215) 564-8000 #1915582 STRADLEY RONON STEVENS &YOUNG, LLP r 4(�'j r `f j= Gretchen M. Santamour, Esq. (ID No. 41720) �.��' � s �, Steven J. White, Esq. (ID No. 206442) 2013 SEA' 23 AM 11': Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Ct BEA I` COUNTY Philadelphia, PA 19103 RL Tel. (215) 564-8000 Fax (215) 564-8120 CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS As Assignee of Orrstown Bank CIVIL DIVISION vs. STANLEY N. DYE No. 2012-213 RULE TO SHOW CAUSE ORDER AND NOW this*4ay of 4Z-A-k&1 2013,upon consideration of the Emergency Motion of Plaintiff, Magnolia Portfolio, LLC, for the Appointment of a Receiver, it is hereby ORDERED that: 1. A Rule is issued upon the Respondent to show cause as to why the Movant is not entitled to the relief requested; 2. The Respondent shall file an.answer to the Motion within 20 days of the date of this Order; 3. A-hzaa4ng-e• argument shall be scheduled for and 4. Notice of the entry of this order shall be provided immediately to all parties by the Movant. BY THE COURT: 1PL.7-1 � 19 /4 y 4. )�uok J. g/��✓l3 #1915046 v.2 F_AFILESV Clients V15260 DyeA15260-I Motion.wpd t � t_ t. Revised 10/7/13 2.01PM t OCT -9 ' Hubert X. Gilroy, Esquire I i `+' MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER UNLE LA1 Q ,. MARTSON LAW OFFICES PENNSYLVANIA I.D. 29943 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Defendant MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF As Assignee of Orrstown Bank, : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 2012-213 STANLEY N. DYE : CIVIL ACTION - LAW MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF As Assignee of Orrstown Bank, : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 2012-216 STANLEY N. DYE AND SUSAN E. DYE : CIVIL ACTION - LAW MOTION FOR EXTENSION TO FILE ANSWER AND REQUEST THAT HEARING DATE BE RESCHEDULED Stanely N. Dye, by his attorneys, Martson Law Offices, sets forth the following in the above referenced matters: 1. At the above two captioned matters,Magnolia Portfolio,LLC,("Magnolia")has filed two somewhat identical "Emergency Motion of Plaintiff, Magnolia Portfolio, LLC, for the Appointment of Receiver." 2. At Docket No.2012-213,the Motion of Magnolia relates to real estate located at 1107 Petersburg Road, Boiling Springs, Pennsylvania, and at Docket No. 2012-216, the Motion relates to real estate located at 810 North Hanover Street, Carlisle, Pennsylvania. 3. At both dockets, the Honorable Kevin A. Hess has issued a Rule To Show Cause directing that Respondent Stanley N. Dye(Dye)file an Answer to the Motion within twenty (20) days of the date of the Order, (requiring said Answer to be filed on or before October 13,2013),and also scheduling an"Argument"on October 24,2013, at 10:00 a.m. 4. The undersigned will be representing Mr. Dye in the above proceedings and is unavailable for the Argument scheduled for October 24, 2013. Additionally, Attorney Lawrence Frank, who has represented Mr. Dye throughout a bankruptcy proceeding which involved both of the properties referenced in Paragraph 2 above, is not available for that time. 5. Mr. Dye believes that testimony is required in this matter in that he vigorously opposes the appointment of a receiver in that a receiver is not needed in this matter, and, in the alternative, he asserts that the individual proposed by the petitioner to be appointed receiver would not be appropriate and, in fact, may have a conflict based upon testimony he provided against Mr. Dye at the bankruptcy proceedings. 6. The Court has scheduled an"Argument"in this matter,and Mr.Dye believes that the Court should take testimony in this matter. Testimony that is to be offered by Mr. Dye would be testimony from himself,testimony from Attorney Frank,testimony for a realtor who is currently marketing at least one of the two properties mentioned in Paragraph 2 above and may soon get involved in marketing the second property. 7. The undersigned has also recently ben retained in this case and, because of the complexities relating to the accompanying bankruptcy proceedings involving Mr. Dye, the undersigned requires additional in order to file a response to the 31- paragraph Motions filed by Magnolia in the above two matters. 8. The undersigned contacted Gretchen M. Santamour, Esquire, who is attorney for Magnolia, and asked for her concurrence in this Motion. Attorney Santamour indicated Magnolia does not concur in the request. WHEREFORE, Mr. Dye requests your Honorable Court to issue an Order as follows: A. Cancelling the Argument scheduled in the above matter on October 24,2013, and scheduling a hearing at a later date to allow Mr. Dye sufficient time to offer testimony in this matter. B. Directing that Mr. Dye shall file an Answer to the Motions filed in the above two matters on or before October 28, 2013. Respectfully submitted, MARTSON DEARDORFF WILLIAM OTTO GILROY & FALLER MARTSON LAW OFFICES Dated: CY 2013 By: grAtit / ubert X. Gilr• Esquire I. D. #29943 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Respondent STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour, Esq. (ID No. 41720) Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) I3 Li 2600 One Commerce Square Philadelphia, PA 19103 �1� 3 r L, t Tel. (215) 564-8000 PENNSYLVANIA Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. STANLEY N. DYE : No. 2012-213 PLAINTIFF'S RESPONSE TO DEFENDANT'S MOTION FOR EXTENSION TO FILE ANSWER AND REQUEST THAT HEARING DATE BE RESCHEDULED Plaintiff, Magnolia Portfolio, LLC ("Plaintiff' or"Magnolia"), by and through its counsel, Stradley Ronen Stevens &Young, LLP, hereby files this response to the Motion For Extension to File Answer and Request that Hearing Date be Rescheduled (the"Defendant's Motion") filed by the Defendant, Stanley N. Dye ("Defendant" or"Dye"). The Defendant's Motion seeks an extension of time to file an answer to the Emergency Motion for the Appointment of a Receiver(the"Receiver Motion") filed by Plaintiff on September 16, 2013,primarily on the grounds that Defendant's counsel has been recently retained, and the alleged complexities of the Defendant's underlying Bankruptcy Case require that he be given additional time to respond. The Receiver Motion was filed and served on Defendant's counsel of record over three weeks ago, and the Defendant has had ample time to review and respond accordingly; the Plaintiff should not be prejudiced by the Defendant's decision to retain new counsel on the eve of the deadline to respond to the Receiver Motion. Further, the Defendant's Bankruptcy Case has no impact on the above-captioned matter, as the Plaintiff has been granted stay relief to pursue its state court rights and remedies against the Defendant. The only issue before the court is whether the Plaintiff is entitled to the appointment of a receiver, which right is clearly granted by the Loan Documents. As such, the Defendant's # 1938028 v. 1 Motion is little more than a dilatory tactic that is completely unwarranted under the circumstances. In support of the foregoing and in direct response to the Defendant's Motion, the Plaintiff avers as follows: 1. Admitted only that Magnolia the Receiver Motion in the above-captioned matter. With respect to the balance of the allegations contained in Paragraph 1, the pleadings previously filed in this case speak for themselves. 2. Admitted. 3. Admitted. 4. Denied. Plaintiff is without sufficient knowledge and information to form a belief as to the truth or falsity of the averments set forth in Defendant's Paragraph 4, and therefore denies same and demands strict proof thereof. 5. Denied. It is specifically denied that Dean H. Geis has a conflict of interest based upon testimony he provided against Defendant in the Bankruptcy Case. By way of further answer, Mr. Geis' primary objective would be to maximize the sale price of the Mortgaged Premises,which would ensure the best possible result for both Plaintiff and Defendant. Further, Courts of this Commonwealth have held that the mere fact that an individual has previously taken a position adverse to a defendant does not preclude them from serving as a disinterested receiver. See, e.g., Ryan v. Kirk, 180 A.2d 55, 58-59 (Pa. 1962) (holding that attorney for one of defendant's creditors was qualified to serve as receiver for defendant's property). Finally, if appointed as a receiver, Mr. Geis' actions would be completely transparent and subject to the review and approval of the Court,rendering the Defendant's concerns regarding a conflict completely meritless. Plaintiff is without sufficient knowledge and information to form a belief as to the truth or falsity of the balance of the averments set forth in Defendant's Paragraph 5, and therefore denies same and demands strict proof thereof. 6. Admitted in part; denied in part. It is admitted only that the Court has scheduled this matter for argument on October 24, 2013. Plaintiff is without sufficient knowledge and information to form a belief as to the truth or falsity of the balance of the averments set forth in Defendant's Paragraph 6, and therefore denies same and demands strict proof thereof. By way of further answer, Plaintiff avers that any of the proposed testimony to be offered by Defendant would be of no value to the court, on account of the following: a. Any testimony offered by the Defendant and Attorney Frank would have no probative value, as the only issue at bar is whether Plaintiff is entitled to the 2 # 1938028 v. 1 appointment of a receiver. Defendant has not contested the fact that he is in default under the Loan Documents, which clearly provide for the appointment of a receiver under such circumstances. Courts of this Commonwealth have held that where loan documents contain clauses which expressly grant the right to appoint a receiver upon the occurrence of a default, the agreement between the parties must be honored. See Metro. Life Insurance Company vs. Liberty Center Ventures, 650 A.2d 887 (Pa. Super. Ct. 1994). Further, neither the Defendant nor Mr. Frank have any knowledge regarding the qualifications of the Defendant's proposed receiver, Dean H. Geis, and are incompetent to testify as to his qualifications to serve as receiver for the Mortgaged Premises. b. If Defendant has, in fact, engaged a realtor to market and sell the Mortgaged Premises, he has done so in violation of the May 28, 2013 order entered in the Bankruptcy Case, which required him to cease his operations at the Mortgaged Premises, and authorized the Plaintiff to pursue its state law rights and remedies against the Mortgaged Premises. See P1. Mot. Ex. D. Further, if the Defendant has engaged a realtor, he has done so in violation of federal law, as the provisions of 11 U.S.C. § 327 require that a Chapter 11 debtor obtain approval of the bankruptcy court prior to retaining the services of any such professional, and the Defendant has not done so. 7. Plaintiff is without sufficient knowledge and information to form a belief as to the truth or falsity of the averments set forth in Defendant's Paragraph 7, and therefore denies same and demands strict proof thereof. By way of further answer, Plaintiff notes that the Defendant was served with a copy of the Receivership Motion contemporaneously with its filing, and has had more than enough time to prepare and file a response. Defendant further notes that the majority of the allegations asserted in the Receiver Petition are factual in nature and have already 3 #1938028 v. 1 been admitted by Defendant in the Bankruptcy Proceeding or by virtue of his failure to respond to the complaint in confession of judgment underlying the instant matter. 8. Admitted. WHEREFORE, the Plaintiff respectfully requests that this Court deny the Defendant's Motion and enter an order granting the Receivership Motion and appointing Dean H. Geis, President of NAI Geis Realty Group, as a receiver to oversee the operation of the Mortgaged Premises and to facilitate the ultimate sale thereof, to serve without bond. Respectfully submitted, STRADLEY RONON` STEVENS & YOUNG, LLP Dated: October 11, 2013 By: . iw, Ci/�^AC Gretchen M. Santamour, Esquire(No. 41720) Steven J. White, Esquire (No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel: (215) 564-8000 Fax: (215) 564-8120 Attorneys for Plaintiff, Magnolia Portfolio, LLC 4 #t 1938028 v. 1 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour, Esq. (ID No. 41720) Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank . : CIVIL DIVISION vs. . • STANLEY N. DYE : No. 2012-213 CERTIFICATION OF SERVICE I, Steven J. White, Esquire, attorney for plaintiff, Magnolia Portfolio, LLC, hereby certify that I caused a true and correct copy of the foregoing response to be served upon the following parties on October 11, 2013, via first class, U.S. mail, postage prepaid: Stanley N. Dye and Susan E. Dye Lawrence G. Frank, Esquire 609 Franklin Street Thomas, Long, Niesen & Kennard Carlisle, PA 17013 212 Locust Street, P.O. Box 9500 Harrisburg, PA 17108 Hubert X. Gilroy, Esquire Mid Penn Bank 10 East High Street do Steven J. Schiffman, Esq. Carlisle, PA 17013 Serratelli, Schiffman & Brown, P.C. Suite 201 2090 Linglestown Rd. Dated: October 11, 2013 ..SEIti.:l . Uk %fQ, Steven J.'White 5 #1938028 v. 1 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour, Esq. (ID No. 41720) Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. • STANLEY N. DYE : No. 2012-213 ORDER AND NOW, this day of , 2013, upon consideration of the Motion for Extension to File Answer and Request that Hearing Date be Rescheduled of Defendant, Stanley N. Dye , it is hereby ORDERED and DECREED that said motion is DENIED. BY THE COURT: Kevin A. Hess, Judge. cc: Gretchen M. Santamour, Esquire Hubert X. Gilroy, Esquire Lawrence G. Frank, Esquire #1938028 v. 1 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour, Esq. (ID No. 41720) Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. STANLEY N. DYE : No. 2012-213 CONSENT ORDER AND NOW, this / day of AN"-w , 2013, upon consideration of the Emergency Motion of Plaintiff, Magnolia Portfolio, LLC (the"Lender"), for the Appointment of Receiver, and any response thereto, it is hereby ORDERED and DECREED that said motion is GRANTED. It is further ORDERED that: 1. The Court shall appoint a neutral third party for the benefit and protection of the rights and interests of the Lender, as the receiver(the"Receiver") for the property located at 1107 Petersburg Road, Boiling Springs,PA 17007 (the"Mortgaged Premises"), as well as any Additional Collateral (as that term is defined in the Motion) contained therein, for a period commencing on the date of this Order and ending upon the earlier of(a) the termination of such appointment by a subsequent Order of Court or(b) the Receiver's sale of the Mortgaged Premises and the Additional Collateral. The Receiver shall serve without bond. 2. The Receiver shall be paid the customary hourly rate in effect in Cumberland County, Pennsylvania for his services, as well as his customary expenses for property management and be required to obtain prior Court approval before paying himself any fees and expenses. 3. The Receiver shall be appointed for the benefit and protection of the rights and interests of the Lender. #1956644 v. 1 • 4. The Receiver shall be granted the following powers and authority in order to accomplish the purposes of the receivership(collectively, "Management"): a. all necessary powers to manage and sell the Mortgaged Premises and the Additional Collateral contained therein; b. after consultation with and prior written approval of the Lender, to take possession of the Mortgaged Premises, the Additional Collateral contained therein, and all personalty related to the management or operation of the Mortgaged Premises, including without limitation, all related books, records, bank accounts, keys, combinations for locks, and other access information; c. after consultation with and prior written approval of the Lender, to employ such real estate brokers, contractors, and support personnel and other persons as may be necessary in order to carry out his/her/its duties as the receiver; e. to pay, settle, or compromise all existing bills and claims which are or may be liens against the Mortgaged Premises, or may be necessary or desirable for the sale or operation of the Mortgaged Premises and the Additional Collateral from the income and rents or from the sale proceeds of the Mortgaged Premises which are available after the Lender has been paid in full or which the Lender consents to in writing; f. after consultation with and prior written approval of the Lender, to terminate or abrogate any or all agreements, contracts, understandings or commitments entered into by Borrower with respect to the Mortgaged Premises, to the extent permitted by applicable law, and to make such additional agreements and contracts necessary for the operation and preservation of the Mortgaged Premises; g. subject to the prior written consent of the Lender, to open new accounts with, or negotiate, compromise or otherwise resolve the Borrower's existing obligations to utility companies or other service providers to the Borrower and, subject to the prior written consent of the Lender, to otherwise enter into such agreements, contracts or understandings with such utility companies or other service providers or suppliers as are necessary to maintain, preserve and protect the Mortgaged Premises; h. to evict any tenants or licensees of the Mortgaged Premises; 2 #1956644 v. 1 i. after consultation with and prior written approval of the Lender, to make any alterations, renovations, repairs or replacements to the Mortgaged Premises that it deems necessary or desirable for the successful operation, marketing, management and sale of the Mortgaged Premises; j. after consultation with and prior written approval of the Lender, to execute any and all documents as may be required to list the Mortgaged Premises for sale and thereafter sell and transfer title to the Mortgaged Premises for an amount that it and the Lender deem advisable without further Order of this Court; and k. to keep the Mortgaged Premises and the Additional Collateral contained therein insured (whether by existing insurance coverage or new coverage), each of which insurance shall name the receiver and the Lender as additional insureds thereunder and shall comply, at a minimum,with the terms of the Loan Documents; and 1. if the written approval of the Lender cannot be obtained, upon prior written notice to the Lender, to apply to this Court for further discretion and for such further powers as may be necessary to enable the Receiver to fulfill its duties. 5. The Receiver shall grant the Lender's environmental consulting firm, Hillman Consulting,who has already performed Phase I environmental surveys of the Mortgaged Premises,unfettered access to the Mortgaged Premises in order to conduct such further environmental surveys, remediation and other related work that the Lender deems necessary with respect to the Mortgaged Premises. 6. The Receiver shall keep a true and accurate account of any and all receipts and expenditures and shall, so often as the Court directs, file with the Court an inventory and account,under oath, of any additional property or effects which it has discovered which shall have come into its possession after its appointment, stating the balance due to it at the time of rendering of its last account and the receipts and expenditures since that time. 7. All rents, issues,profits, revenues, income or other payments which are now or hereafter become due with respect to all or any portion of the Mortgaged Premises whether pursuant to oral or written agreements shall be remitted directly to the Receiver. The Receiver may use the rents and other revenue to pay legitimate and reasonable expenses associated with the Mortgaged Premises, including sums owed to the Receiver for its fee and the reimbursement 3 11 1956644 v. I • of its expenses if any. All excess cash may be used toward payment of the Lender's debt each month. 8. The Borrower shall, and is directed to use his best efforts to ensure a smooth transition of the operation and management of the Mortgaged Premises and the Additional Collateral contained therein to the Receiver. 9. Neither the Receiver nor any person or entity employed by it shall be liable to the Borrower or any third party for any act or omission which it has undertaken in good faith. 10. The Receiver shall not be required to take any action with respect to the Management that it does not believe, in the exercise of its best business judgment, to be in the best interests of preserving or selling the Mortgaged Premises and the Additional Collateral contained therein. 11. Nothing contained herein shall serve to limit the Lender's rights and remedies under the Loan Documents (as defined in the Motion)with respect to the Mortgaged Premises. 12. The Receiver is acting as an officer of the Court and not as an agent of any party to this matter, and nothing contained herein shall be deemed to have conferred upon the Lender the status of mortgagee-in-possession. BY THE •URT: A / Kevin A. Hess, J. SO STIPULATED AND CONSENTED TO: /STRADLEY RONON STEVENS & CRTSON DEARDORFF WILLIAM YOUNG, LLP OTTO GILROY & FALLER MA'TSOi AW OFFICES RAVQ 4JL Gretchen M. Santamour, Esquire(No. 41720) Hubert X. Gill-4y, Esquire(No. 29943) Steven J. White, Esquire(No. 206442) 10 East Hig Street Julie M. Murphy, Esq. (ID No. 206265) Carlisle, P' 17103 2600 One Commerce Square Tel: (717) 243-3341 Fax: (717) 243-1807 Philadelphia, PA 19103 Tel: (215) 564-8000 Fax:' m \ Attorneys for PlaintiftklNf QQ QNV1J3 8113 Attorneys for Defendant Dated: p ( a—' e 0-c.0-36 9— AON ERE Dated: (//'((( . y n a or out Isc-L///141/2 4 #1456644 v. 1 MAGNOLIA PORTFOLIO LLC, : IN THE COURT OF COMMON PLEAS OF As Assignee of Orrstown Bank, . CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : CIVIL ACTION—LAW vs. : NO. 2012-213 CIVIL STANLEY N. DYE, • Defendant • ORDER AND NOW,this !°` day of November, 2013, subject to the terms and conditions of our order of November 1, 2013, Michael A. Scherer, Esquire, is appointed as Receiver for the property located at 1107 Petersburg Road, Boiling Springs, Pennsylvania 17007. BY THE COURT, A,4 Kevin • . Hess, P. J. Steven J. White, Esquire -0 rn Stradley Ronon Stevens & Young, LLP n 2600 One Commerce Square cn1) Philadelphia, PA 19103 r -z °' ° VHubert X. Gilroy, Esquire 10 E. High Street Carlisle, PA 17013 - = ' Michael A. Scherer, Esquire 19 West South Street Carlisle, PA 17013 C-40-W .,S Pat 1-€CL I/ 141/2