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HomeMy WebLinkAbout12-0216 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 1?- alb c?u.,/ VS. ?t STANLEY N. DYE and SUSAN E. DYE C) oo ACT 105 OF 2000 NOTICE 20 r? ??r*+ A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESS 03F Oi? 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 (ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule 2973.3. (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. 85830351 (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. (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 4-1 1 1AJ*S / 1)6a By: Eliza eth Goldstein, Esquire Attorney for Plaintiff 2 85830351 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK vs. STANLEY N. DYE and SUSAN E. DYE ?r NO. a- C-> *-? rnco C_ Z? AFFIDAVIT OF BUSINESS OR COMMERCIAL TRANSACTION Mr COMMONWEALTH OF PENNSYLVANIA 3>c-) SS CD N 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; and that the facts set forth in the foregoing matter involve a business transaction. Dilworth Paxson LLLP By: V k/ ' M in J. eis, Esquire Attorney for Plaintiff Sworn to and Subscribed n before -N- day A-4- 0 2012. Notary Public COMMONyy e i OF p -T NBYL k0TA l-r-mm ANIA 1NR8SE CA SEAL City of Philad W hia ' ?Y Public My Commission Ex , hIla. County P res Decembe2012 O rnr C> T1 ra C) rl 85830351 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK vs. NO. ji. oZ ??c STANLEY N. DYE and SUSAN E DYE . - G -0 cr C. - r ORDER FOR APPEARANCE 'Z Z - ?, r N nt t ? Kindly enter my appearance for Plaintiff, Orrstown Bank - ins , and enter judgme Ors-, Defendants, Stanley N. Dye and Susan E. Dye. N Dilworth Paxson LLP By: flu.// Elizabeth Goldstein, Esquire Attorney for Plaintiff 85830351 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. VS. n C1 -? rn CD STANLEY N. DYE and SUSAN E. DYE rnrr, CERTIFICATION OF ADDRESSES v c> ? - ZO N I hereby certify that the present address of the within named Judgment Creditor is 77 East .?.? ..r w - King Street, P.O. Box 250, Shippensburg, Franklin County, Pennsylvania, 17257. I hereby certify that the last known address of the Judgment Debtors was 609 Franklin Street, Carlisle, Cumberland County, Pennsylvania 17013. Dilworth Paxson LLP -M '?' Q By: '-- - Martin J. Wei squire Attorney for Plaintiff 85830351 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. a (( C mo=w ? VS. , Qo 1" 351 sr ? STANLEY N. DYE and SUSAN E. DYE AFFIDAVIT o ? C) COMMONWEALTH OF PENNSYLVANIA -el SS COUNTY OF PHILADELPHIA 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 LLP By: /0 Makin J. W&, Esquire Attorney for Plaintiff Sworn to and Subscribed bef re me I ?E( day of , 2012. Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL THtRtSE CAPECE, Notary Public City of Philadelphia, Phila. County Commisaiort Ewm December 18, 2012 8583035_1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 1?: a C VS. c r, STANLEY N. DYE and SUSAN E. DYE p yry r? AFFIDAVIT OF NON-MILITARY SERVICE ? V ? r- -- c0 -A; COMMONWEALTH OF PENNSYLVANIA SS ° COUNTY OF PHILADELPHIA ca -4 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, Stanley N. Dye was last known to reside at 609 Franklin Street Carlisle, Cumberland County, Pennsylvania; that Defendant is over 18 years of age; that Defendant's employment is self employed; that Defendant is 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 Paxrn LLP By: 414 hL Martin J. W ' , Esquire Attorney for Plaintiff Sworn to and Subscribed bef re me 1 I TA day of , 2012. Notar Public 11 0-4-40- COMMONWO i;&N i§VL.VANIA NOTARIAL SEAL THERtSE CAPECE, Notary public 8583035I City of Philadelphia Phila. County My C0 I36" EV"s Dece;r er 18, 2012 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. c? l CD C? VS. STANLEY N. DYE and SUSAN E. DYE -o w C- r M - 0 rn rn ? a AFFIDAVIT OF NON-MILITARY SERVICE n ° c ? COMMONWEALTH OF PENNSYLVANIA ° ?C-s SS y c;? COUNTY OF PHILADELPHIA F T' 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, Susan E. Dye was last known to reside at 609 Franklin Street Carlisle, Cumberland County, Pennsylvania; that Defendant is over 18 years of age; that Defendant's employment is as a secretary; that Defendant is 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 Paxson LLP By: A-Vyk Martn J. W Esquire Attorney for Plaintiff Sworn to and scribed befo me day of , 2012. Notary ublic COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL THtRt:SE CAPECE, Notary Public 0 QY of Philadelphia, Phila. County ? 85830351 December 18, 2012 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. c ? VS. rn STANLEY N. DYE and SUSAN E. DYE cx? io o NOTICE TO HOLDER OF DOCUMENT CONTAINING x>= PROVISION FOR JUDGMENT BY CONFESSION "{? w` ' 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 DEBTORS' 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 defendants (X) (1) Earned more than $10,000 annually, OR () (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); 85830351 f (f) exemption laws now in force or hereafter to be passed; (g) The facts showing such waiver are: Sworn to and Su cribed befor me_ day of , 2012. 61 Notar blic NOTARIAL SEAL TARM CAPECE, Notary Public City of phiiadel "aI Phoa• County •.......".w? r-Wne a December 18, 2012 85830351 Dilworth Paxson LLP By: 11m " ? ? ;?, Mart' J. We W, Esquire Attorney for Plaintiff 2 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. STANLEY N. DYE and SUSAN E. DYE NO. JA` oZ/ ( GUt,Y N I certify, pursuant falsification to authorities), natural person in connection Pa.R.C.P. 2950. to the penalties of 18 Pa.C.S. §4904 that this judgment is not being entered with a "consumer credit transaction" as i? Q J -%J -vim o? rn rn ?- c_. rn-- 3:10 I ?NSACT 4 CM (pertainin ? U%Wof g TT by confer pbag-nst6F the same Tx@effm`led Dilwort h Paxs LLP By: r?? Martin J. W i Esquire Attorney for Plaintiff Sworn to and S-lhscribed be for 1f?/?( day of , 2012. ??NSLry P is COMMON WLkLTH OF PENNSYLVANIA NOTARIAL SEAL THt~RESE CAPECE, Notary Public City of ia, Phila. County M C December 18, 2012 8583035_1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 4AA VS. STANLEY N. DYE and SUSAN E. DYE 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 _ m 2012. Prothon By: De ty P 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 85830351 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS vs. CIVIL DIVISION STANLEY N.DYE and SUSAN E. DYE NO, 2012-216 PRAECIPE TO MARK JUDGMENT TO USE OF MAGNOLIA PORTFOLIO,LLC TO THE PROTHONOTARY: Please mark the judgment against Stanley N. Dye and Susan E. Dye in the above- captioned matter to the use of Magnolia Portfolio, LLC. I hereby certify that the address of the assignee of the within judgment is: Magnolia Portfolio,LLC 4675 MacArthur Court Suite 1550 Newport Beach, CA 92660 Dilworth Paxson LLP -4a r-n ca 1 rn C— By: _-- s a� Ma in J. e' ,Esquires, (LD.No. 51379) Attorney for Plaintiff 's 10747104_2 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS VS. CIVIL DIVISION STANLEY N. DYE and SUSAN E. DYE NO. 2012-216 CERTIFICATE OF SERVICE I, Martin J. Weis, hereby certify that: 1. I am an attorney employed by the firm of Dilworth Paxson LLP, attorneys for Plaintiff, PNC Bank,National Association. 2. On June 3, 2013, I caused to have served the Praecipe to Mark Judgment to the Use of Magnolia Portfolio, LLC on Defendants via first class mail, postage prepaid, as follows: Stanley N. Dye Susan E. Dye 609 Franklin Street Carlisle, PA 17013 I certify that the foregoing statements made by me are true. I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment. Dilworth Pa on L P By: fir" Ma in J. is I.D. No. 51379 Attorney for Plaintiff 2 10747104_2 A MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS VS. CIVIL DIVISION STANLEY N.DYE and SUSAN E.DYE NO. 2012-216 PRAECIPE FOR WRIT OF EXECUTION UPON A CONFESSED JUDGMENT To the Prothonotary: Issue a Writ of Execution upon a judgment entered by confession in the above matter, (1) directed to the Sheriff of Cumberland County,Pennsylvania; (2) against Stanley N.,Dye and Susan E.Dye,Defendants; rn CD :Z-1- C= (3) and against Garnishees; Cn CD (4) and index this writ :Z—n Ci-FJ (a) against Stanley N. Dye and Susan E. Dye,Defendants and >C= X- (b) against Garnishees, as a lis pendens against the real property of the Defendant in the name of the Garnishee as follows: (5) Amount Due: $ -14�, 36(o.4 Interest fi;om 6/5/13 1, -2(0, k Attorneys'Fees" [Costs to be added] "Where judgment has been entered under Rule 2951(a), attorneys' fees may be included if they are authorized in the instrument and there has been a record appearance of counsel at any stage of the proceedings. 107441425 CERTIFICATION I certify that: (a) This Prae6pe is based upon a judgment by confession, and (Delete four of the following,paragraphs which are inapplicable) 40�-ee, has been served pufsiiai# to Rule 2958.1 at least 4hifty days prior- te the filifig -644hi.- Pr-aectpe as evideneed by the a4arhed Mum ef Seniee being filed e fer.er-d. (c) Notice will be served at least thirty days prior to the date of the Sheriff's sale of real property pursuant to Rule 2958.2. (d) Netieewill be served with the IA44 of Exeetifien pur-suafA to Rule 29M-.3-. (e) Nefiee was served in eennee4ien with a prior- exeeution on the juAgffleflf aH1 pufsuant to Rule 295 8.4(b),no fui4hef netiee4&+equired-. (0 Notiee is not Fequir-ed tmder-Rule 295 6.1(e) beeau e a Petition to Open or-91fike the Dilworth Paxson LLP By: Mart'i J.Weis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff 6�-- P,4 7/7 - a213• IV/D4, 107441425 WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) NO 12-216 Civil COUNTY OF CUMBERLAND) CIVIL ACTION—LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt,interest and costs due Magnolia Portfolio,LLC Plaintiff(s) From Stanley N.Dye and Susan E.Dye (1) You are directed to levy upon the property of the defendant(s)and to sell see legal description. (2) You are also directed to attach the property of the defendant(s)not levied upon in the possession of GARNISHEE(S)as follows: and to notify the garnishee(s)that: (a)an attachment has been issued; (b)the garnishee(s) is enjoined from paying any debt to or for the account of the defendant(s) and from delivering any property of the defendant(s)or otherwise disposing thereof, (3) If property of the defendant(s)not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee,you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount Due$474,306.49 Plaintiff Paid$ Interest 1/18/12 to 6/5/13 $26,84012 Attorney's Comm. % Law Library$.50 Attorney Paid$118.45 Due Prothonotary$2.25 Other Costs$ Date:June 5,2013 David D.Buell,Prothonotary (Seal) By: Deputy REQUESTING PARTY: Name:Elizabeth Goldstein,Esq. Dilworth Paxson LLP. Address: 112 Market St.,8th Floor Harrisburg,PA 17101 Attorney for:Plaintiff Telephone: 717-213-4106 Supreme Court ID No. 73779 LEGAL DESCRIPTION 810 NORTH HANOVEER STREET,(NORTH MIDDLE TOWNSHIP)CARLISLE,PENNSyI,VANIA ALL THOSE TWO CERTAIN tracts of land situate on the North side of Pa, Route No. 11, commonly known as the Harrisburg-Carlisle Pike, located in North Middleton Township, Cumberland County, Pennsylvania, bounded and described th follows: as On the west by lands now or formerly of Sun Oil Company;on the north by Lots nos. 667,668,669,Block"A"of the hereinafter,mentioned Plan of Lots; on the east by lands now or formerly of R.H, Black;on the south by said Pa. Route No, 11;containing in front on said highway 120 feet and extending an even width in depth 250 feet. BEING Lots Nos. 680 and 681, Block "A" as shown on e Carsle Trust Company Plan of Oakdale Manor recorded in the Office of the Re order of Deeds in and for the County of Cumberland in Plan Book 3,Page 18 and Plan Book 3,Page 61. MARTIN J.WEIS,ESQUIRE ATTORNEY FOR PLAINTIFF IDENTIFICATION NO. 51379 DILWORTH PAXSON LLP 1500 MARKET STREET,SUITE 3500E PHILADELPHIA,PENNSYLVANIA 19102 (215)575-7000 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY PLEAS As Assignee of Orrstown Bank COURT OF COMMON C= `-'- r7 CIVIL DIVISION r STANLEY N.DYE and SUSAN E. DYE NO. 2012-216 -C?' (j- '--j_ - AFFIDAVIT PURSUANT TO RULE 3129.1 ;L COMMONWEALTH OF PENNSYLVANIA Ss COUNTY OF C4VW f"+" Magnolia Portfolio, LLP, Plaintiff in the above action, sets forth as of the date the Praecipe for Writ of Execution was filed the following information concerning the real property located at 810 N. Hanover Street, Carlisle, Cumberland County, Pennsylvania: Name and address of Owner or Reputed Owner: Stanley N. Dye and Susan E. Dye 609 Franklin Street Carlisle,PA 17013 Name and address of Defendant in the Judgment: Stanley N. Dye and Susan E. Dye 609 Franklin Street Carlisle,PA 17013 10744142_5 Name and address of every Judgment Creditor whose Judgment is' a record lien on the real property to be sold: Orrstown Bank 2695 Philadelphia Avenue Chambersburg,PA 17201 Mid Penn Bank 349 Union Street Millersburg,PA 17061 Name and address of the last recorded holder of every mortgage of record: Magnolia Portfolio,LLC 4675 MacArthur Ct., Suite 1550 Newport Beach,CA 92660 Name and address of every other person who has any record lien on the property: None Name and address of every other person who has any record interest in the property and whose interest may be affected by the sale: Tenant Unit No. 1 810 N. Hanover Street Carlisle, PA 17103 Tenant Unit No. 2 810 N. Hanover Street Carlisle, PA 17103 Tenant Unit No. 3 810 N. Hanover Street Carlisle,PA 17103 Tenant Unit No. 4 810 N. Hanover Street Carlisle,PA 17103 Name and address of every other person of whom the Plaintiff has knowledge who has any interest in the property which may be affected by the sale: None 10744142_5 T verify that the statements made in this Affidavit are true and correct to the best of my personal knowledge or information and belief. 1 understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsifications to authorities. Date:June ,2013 Dilwo h Paxson LLP By: Marti J.Weis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff 10744142_5 MAGNOLIA PORTFOLIO,LLC, : CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS vs. CIVIL DIVISION D STANLEY N. DYE and SUSAN E.DYE NO. 2012-216 co y-.... r NOTICE UNDER RULE 2958.2 OF JUDGMENTAND EXECUTION THEREOF:X°. = ' NOTICE OF DEFENDANT'S RIGHTS ,1 rr TO: Stanley N.Dye and Susan E.Dye --� 609 Franklin Street Carlisle,PA 17013 A judgment in the amount of $501,146.61 has been entered against you in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The Court has issued a Writ of Execution which directs the Sheriff to levy upon and sell certain real property and buildings owned by you to pay the judgment. The sheriffs sale has been scheduled for September 4, 2013. You may have legal rights to defeat the judgment or to prevent or delay the sheriff s sale. 1. YOU MUST FILE A PETITION SEEKING RELIEF FORM THE JUDGMENT OR DELAY OF THE SHERIFF'S SALE PRIOR TO THE SHERIFF'S SALE OR YOU MAY LOSE YOUR RIGHTS. 2. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGMENT WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERENCE SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 BEDFORD STREET CARLISLE,PA 17013 717-249-3166/800-990-9108 Dilworth Paxson LLP ^ By: �"joy-�- Dated:June,5 ,2013 Martin JAVeis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff 10744142_5 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLE41a.-IJ, c::: r -0 .0- vs. CIVIL DIVISION un STANLEY N. DYE and SUSAN E. DYE NO. 2012-216 NOTICE OF SHERIFF'S SALE OF REAL PROPERTY PURSUANT TO RULE 3129.2 TO: Stanley N.Dye and Susan E. Dye 609 Franklin Street Carlisle,PA 17013 The real estate located at 810 N. Hanover St., Carlisle, Cumberland, Pennsylvania, is scheduled to be sold at Sheriffs Sale on September 4, 2013 at 10:00 a.m. at the Cumberland County Courthouse, Carlisle, Pennsylvania, to enforce the court judgment in the sum of $501,146.61 obtained by Orrstown Bank, against Stanley N. Dye and Susan E. Dye. NOTICE OF OWNER'S RIGHTS YOU MAY BE ABLE TO PREVENT THIS SHERIFF'S SALE To prevent this Sheriffs Sale you must take immediate action: 1. The sale will be cancelled if you pay to Magnolia Portfolio, LLC the amount of the judgment plus interest. To find out how much you must pay, you may call Martin J. Weis, Esquire, at(215) 575-7000, 2. You may be able to stop the sale by filing a petition asking the Court to strike or open the judgment, if the judgment was improperly entered. You may also ask the Court to postpone the sale for good cause. 3. You may also be able to stop the sale through other legal proceedings. You may need an attorney to assert your rights. The sooner you contact one, the more chance you will have to stopping the sale. (See notice at the end of this letter on how to obtain an attorney). YOU MAY HAVE ADDITIONAL RIGHTS EVEN IF THE SHERIFF'S SALE DOES TAKE PLACE. 1. If the Sheriffs Sale is not stopped, your property will be sold to the highest bidder. You may find out the price bid by calling Martin J. Weis, Esquire, at(215) 575-7000. 107441425 2. You may be able to petition the Court to set aside the sale if the bid price was grossly inadequate compared to the value of your property. 3. The sale will go through only if the buyer pays the Sheriff the full amount due in the sale. To find out if this has happened, you may call Martin J. Weis, Esquire, at (215) 575- 7000. 4. If the amount due from the buyer is not paid to the Sheriff, you will remain the owner of the property as if the sale never,happened. 5. You have a right to remain in the property until the full amount due is paid to the Sheriff and the Sheriff gives a deed to the buyer. At that time, the buyer may bring legal proceedings to evict you. 6. You may be entitled to a share of the money which was paid for your property. A Schedule of Distribution of the money bid for your property will be filed by the Sheriff on or about October 6, 2013, This Schedule will state who will be receiving that money. The money will be paid out in accordance with this Schedule unless Exceptions (reasons why the proposed distribution are wrong) are filed with the Sheriff within ten (10)days after October 6, 2013. 7. You may also have other rights and defenses, or ways of getting your house back, if you act immediately after the sale. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE LISTED BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERENCE SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 BEDFORD STREET CARLISLE,PA 17013 (717)249-3166/800-990-9108 Dilworth Paxson LLP By: YAJ� Dated:June '2013 Martin fWeis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff 10744142_5 DIRECT DIAL NUMBER: Martin J.Weis (215)575.7000 tnweis@dilwrothlaw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Stanley N.Dye and Susan E.Dye 609 Franklin Street Carlisle Street,PA 17013 FROM: Martin J. Weis OWNER: Stanley N.Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Orrstown Bank v. Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilworth Paxso P By: Dated:June 5,2013 Martih J.Weis uire Elizabeth Gol s in,Esquire Attorney for Plaintiff MJW/lz 10744142_5 THE 201311UIN -5 P 2 CUMrBIE"t�ALAI' u COU` _ ,Y; DIRECT DIAL NUMBER: P E f Y N S Y l..VA l+_4 A, Maetin J.Weis (215)575-7000 mweis@dilwrotahlaw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Orrstown Bank 2695 Philadelphia Avenue Chambersburg,PA 17201 FROM: Martin J.Weis OWNER: Stanley N, Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Olrstown Bank v. Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilwo Paxsso� L P By: ►N� �'I '"-" Dated:June 5,2013 Martin . Weis, s ire Elizabeth Goldste n,Esquire Attorney for Plaintiff MJW/lz 10744142_5 TI P 227 L[-, DIRECT DIAL NUMBER: C; M 8 E R L A tvj L) r G, ,i T y MRrtin J.Weis P ENINSYL VA' mweis@dilwmdilaw.com (215)575-7000 N I'A NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Stanley N.Dye and Susan E.Dye 609 Franklin Street Carlisle Street,PA 17013 FROM: Martin J. Weis OWNER: Stanley N.Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Orrstown Bank v. Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania, Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within fen days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFFS SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilworth Paxso P By: Dated:June 5,2013 Weis/EAuire Elizabeth GolcWin,Esquire Attorney for Plaintiff MJW/lZ 107441425 ., t' f t t ILJ /iot.,E���ly r, 4.- 1?013 JUN —5 pill 4: 7 DIRECT DIAL NUMBER: P-"NN S Y L t`A N J A Manin J.Weis (215)575-7000 mweis@dilwrothlaw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Stanley N.Dye and Susan E.Dye 609 Franklin Street Carlisle Street,PA 17013 FROM: Martin J.Weis OWNER: Stanley N.Dye and Susan E.Dye PROPERTY: 810 N.Hanover Sheet,Carlisle,PA RE: Magnolia Portfolio,assignee of Or stown Bank v, Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilworth Paxso P By: A W�n U vi, Dated:June 5,2013 Martih J.Weis uire Elizabeth Gol s in,Esquire Attorney for Plaintiff MJW/lz 10744142_5 L r- Ij JUN' -5 PH 4: 21.-),' ' C U M B E R L A tl DCOUJ4 T Y DIRECT DEAL NUMBER: PENNSYLVANIA Martin J.Weis (215)575-7000 mwcis@dilwrothlaw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Mid Penn Bank 349 Union Street Millersburg,PA 17061 FROM: Martin J.Weis OWNER: Stanley N.Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Orrstown Bank v.Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilworth Paxson LLn By: rL Dated: June 5,2013 Martin Weis,Es u, e Elizabeth Golds U, squire Attorney for Plaintiff MJW/lZ 107441425 ! 7 I1E Pii0 T 1d k.J yE F' I u 7T 13 JUN -5 PM 4 216 DIRECT DIAL NUMBER: C U M B E R 1_A 14 0 COW,IT Y Martin J.Weis (215)575-7000 PENNSYLVANIA mveis@dilwroililaw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Tenant Unit No. 1 810 N.Hanover Street Carlisle,PA 17101 FROM: Martin J.Weis OWNER: Stanley N. Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Onstown Bank v. Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dh Pa sonP� /1 By: (71. V- --' Dated:June 5,2013 J. Weis E quire Elizabeth Golds ein,Esquire Attorney for Plaintiff M.IW/lz 10744142_5 t 1t t t ?IN L) Jr'"Yt. . DIRECT DIAL NUMBE R: r U* B CC R j A I,10 L cc U,.4, i ,' Martin J.Weis (215)575-7000 N N s Y LVA N 3A mweis @dilwro9daw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Tenant Unit No.2 810 N.Hanover Street Carlisle,PA 17101 FROM: Martin J.Weis OWNER: Stanley N.Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Onstown Bank v.Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m, in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilworth Paxson L By: Dated:June 5,2013 Martin . Weis,89&ufre Elizabeth Goldstein,Esquire Attorney for Plaintiff MJ W/lz 10744142_5 l� "JUG °5 Pil 4 ? ' DIRECT DIAL NUMBER: PENNSYLVANIA Martin J,Weis (215)575-7000 mweis@dilwroNaw.com NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Tenant Unit No.3 810 N.Hanover Street Carlisle,PA 17101 FROM: Martin J.Weis OWNER: Stanley N.Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Orrstown Bank v.Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania. Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED. Dilworth Paxson L P B Vim . Y:. Dated:June 5,2013 Martin J. Weis E uire Elizabeth Golds rein,Esquire Attorney for Plaintiff MJW/lZ 10744142_5 IT 20 13 JU�-� -5 PH .L-: 2" DIRECT DIAL NUMBER; Martin J.Weis (215)575-7000 01 U M B rERLA14D COLII-,q 1 3 inweis@dilwrotlilaw.com P E fl,N S Y LVA N I A NOTICE OF SHERIFF'S SALE AFFECTING YOUR PROPERTY INTEREST TO: Tenant Unit No.4 810 N.Hanover Street Carlisle,PA 17101 FROM: Mai-tin J.Weis OWNER: Stanley N. Dye and Susan E.Dye PROPERTY: 810 N.Hanover Street,Carlisle,PA RE: Magnolia Portfolio,assignee of Orrstown Bank v.Stanley N.Dye and Susan E.Dye DATE: June 5,2013 The above-referenced property is scheduled to be sold at the Cumberland County Sheriff Sale on September 4, 2013 at 10:00 a.m. in Cumberland County Courthouse, Carlisle, Pennsylvania.-Our records indicate that you may hold a mortgage,judgment, lien, leasehold or other interest in the property which may be extinguished by the Sale. You may wish to attend the sale to protect your interests. The Sheriffs Sale is to satisfy the judgment in mortgage foreclosure obtained by Orrstown Bank in the amount of$501,146.61. A schedule of distribution will be filed by the Sheriff on a date specified by the Sheriff but not later than thirty days after the Sale. Distribution will be made in accordance with the schedule unless exceptions are filed thereto within ten days after the filing of the schedule. YOUR LIEN OR INTEREST IN THIS PROPERTY MAY BE LOST OR OTHERWISE AFFECTED ADVERSELY BY THIS SHERIFF'S SALE. A LAWYER CAN ADVISE YOU MORE SPECIFICALLY HOW YOUR RIGHTS MAY BE AFFECTED, Dilworth Paxsoryti.P �L Dated: June 5,2013 Marti J. Weis, quire Elizabeth Goldstein,Esquire Attorney for Plaintiff MJW/lz 107441425 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS vs. CIVIL DIVISION STANLEY N.DYE and SUSAN E.DYE NO.2012-216 WAIVER OF WATCHMAN/WAIVER OF INSURANCE The undersigned hereby acknowledges and agrees that he has or will make the necessary arrangements for transportation and storage of the personal property to be seized or taken by the Sheriff located at 810 North Hanover Street, Carlisle, Cumberland County, Pennsylvania,that he will be responsible for the payment of the charges therefore and that he personally will indemnify and save harmless the Sheriff from any damages or loss which the Sheriff may suffer by reason of the transportation or storage of said property. Any Deputy Sheriff levying upon or attaching any property under the within Writ may leave same without a watchman, in custody of whoever is found in possession, after notifying said person of such levy or attachment, without liability on the part of such Deputy or the Sheriff to any Plaintiff herein for any loss, destruction or removal of any such property before the sheriffs sale thereof. And the Sheriff is hereby released from all liability to protect the property described in the above execution by insurance,which insurance is hereby waived. Dilworth Paxson LLP By: E4t'4 L'9/ Martin J.Weis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff c '' n c:= 7- cD rvti 10744142_5 MAGNOLIA PORTFOLIO, LLC, : CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS vs. CIVIL DIVISION STANLEY N.DYE and SUSAN E.DYE NO. 2012-216 CERTIFICATION OF ADDRESSES I hereby certify that the present address of the within named Judgment Creditor is 4675 MacArthur Ct., Suite 1550,Newport Beach, CA 92660. I hereby certify that the last known address of the Judgment Debtor was 609 Franklin Street, Carlisle,PA 17013. Dilworth Paxson LLP By: _ 4t/' lai Martin.l. Weis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff t M 'T -- -<> t..r D -....j 10744142_5 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY As Assignee of Orrstown Bank COURT OF COMMON PLEAS VS, CIVIL DIVISION STANLEY N.DYE and SUSAN E.DYE NO.2012-216 CERTIFICATE AS TO THE SALE OF REAL PROPERTY I hereby certify that I am the attorney of record for the Plaintiff in this action against real property and further certify that this property is not subject to Act 191 of 1983. 1 further agree to indemnify and hold harmless the Sheriff of Cumberland County for any false statement given herein. Dilworth Paxson LLP %J-1111/iv By: Martin J.Weis,Esquire Elizabeth Goldstein,Esquire Attorney for Plaintiff C- < 107441425 FILEO-,�T:zj- TIJ i 1 0 �'E PRO-1 '�,' "C� STRADLEY RONON STEVENS 8-, YOUNG, LLP ON Gretchen M. Santamour, Esq. (ID Na 41720) f'J 13 A Julie M. Murphy, Esq. (ID No. 206265) ­1 1 UG 20 AN 11: 07 2600 One Commerce Square CUMBERLAND COUNTY Philadelphia, PA 19103 PENNSYLVANIA 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 AND SUSAN E. DYE No. 2012-216 SUBSTITUTION OF COUNSEL TO THE PROTHONOTARY: Kindly withdraw the appearance of Martin Weis, Esquire and Elizabeth Goldstein, Esquire of Dilworth Paxson LLP on behalf of Magnolia Portfolio, LLC, plaintiff in the above- captioned case, and enter the appearance of Gretchen M. Santarnour, Esquire and Julie M. Murphy, Esquire of Stradley Ronon Stevens & Young, LLP on behalf of Magnolia Portfolio, LLC,plaintiff in the above-captioned case. DILWORTH P S LLP STRADLEY RONON STEVENS & YOUNG, LLP By: I By — !�A Marti J. i , Esquire (ID 51379) Graen Dilworth Paxson LLP Stradley Ronon Stevens&Young, LLP 1500 Market Street, Suite 3500E 2600 One Commerce Square Philadelphia, PA 19102 Philadelphia, PA 19103-7599 ,,WOiARTHP, ��LL J. W�j i (215) 575-7000 (215) 564-8000 Dated: August 14, 2013 BUSINESS#1894893 V-1 CERTIFICATE OF SERVICE 1, Julie M. Murphy, Esquire, do hereby certify that on this date I caused.to be served a true and correct copy of the forgoing on the parties set forth below by first class mail, as set forth below: Stanley N. Dye and Susan E. Dye 609 Franklin Street Carlisle, PA 1701'3 Lawrence G. Frank, Esquire Thomas, Long,Niesen & Kennard 212 Locust Street, P.O. Box 9500 Harrisburg, PA 17108-9500 Mid Penn Bank c/o Steven J. Schiffman, Esq. Serratelli, Schiffman& Brown, P.C. Suite 201 2080 Linglestown Rd. Harrisburg,PA 17110 Dated: August 2013 Jul Murphy BUSINESS#1894893 v.1 STRADLEY RONON STEVENS &YOUNG, LLP r l t Gretchen M. Santamour, Esq. (ID No 41720) �`� Julie M. Murphy, Esq. (ID No. 206265) Iii Sip ,`U/'O/f 2600 One Commerce Square C090 /6 4 0 Philadelphia, PA 19103 p ik 4 ` � .;t3 Tel. (215)Fax (215) 564-811200 $�� 4//i, /I' : CUMBERLAND COUNTY MAGNOLIA PORTFOLIO, LLC, : COURT OF COMMON PLEAS As Assignee of Orrstown Bank : CIVIL DIVISION vs. STANLEY N. DYE AND SUSAN E. DYE : No. 2012-216 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 Defendants, Stanley N. Dye and Susan E. Dye (the "Borrowers"). 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 August 20, 2007, the Lender extended a Loan to the Borrowers in the principal amount $485,000.00 (the "Loan"). The terms of the Loan are evidenced by that certain Promissory Note dated August 20, 2007, executed by the Borrowers 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 their obligations to the Lender under the Note, the Borrowers 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 evidencing or collateral to the Loan, the"Loan Documents"), each dated August 20, 2007. The #1914488 v.2 property encumbered by the Mortgage and the Assignment includes 810 North Hanover Street, Carlisle, PA 17013 (the"Mortgaged Premises") and certain personal property of the Borrowers located thereupon (the "Additional Collateral"), as more thoroughly described in each document. The Mortgage and the Assignment were both recorded with the Cumberland County Recorder of Deeds on August 22, 2007, at Instrument Numbers 200732928 and 200732929, 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. 3. The Borrowers 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 Borrowers, commencing the instant matter. 4. At the time the Lender entered judgment against the Borrowers on January 18, 2012, the Borrowers were indebted to the Lender in the following amounts, pursuant to the terms of the Loan Documents Principal Balance $ 443,182.13 Interest (as of 1/9/2012) $ 7,792.13 Late Charges $ 1,332.23 Attorneys' fees $ 22,000.00 TOTAL $ 474,306.49 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. 5. On February 2, 2012, the Borrowers 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"). 6. On September 21, 2012, the Lender's predecessor in interest 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 2 # 1914488 v.2 and remedies regarding the Mortgaged Premises. A true and correct copy of the Order is attached hereto as Exhibit "D" and incorporated by reference herein. 7. 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. 8. 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 9. The Lender has the contractual right to the appointment of a Receiver upon the occurrence of an Event of Default under the Loan Documents. 10. The Mortgage ant 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). 11. 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' 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). 12. 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 13. 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. 3 # 1914488 v.2 14. Upon information and belief, the Mortgaged Premises generates income, as the Borrowers still rent a portion of the Mortgaged Premises to tenants. Though the Borrowers are indebted to the Lender, the Borrowers have not paid those rents to the Lender. 15. Upon information and belief, the Borrowers have 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. 16. It is unknown whether the Mortgaged Premises are fully insured, and the Lender is not confident that the Borrowers are making the necessary maintenance and repairs to the Mortgaged Premises. Failure to do so jeopardizes the revenue stream from the Mortgaged Premises and may cause a deterioration in the value of the Lender's collateral and negatively impact upon any tenants of the Mortgaged Premises 17. 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. 18. Irreparable injury, such as the misapplication or misuse of rents, or the deterioration of the Mortgaged Premises, will result to the Lender and the Mortgaged Premises in the absence of the appointment of a receiver. PROPOSED ENGAGEMENT OF A RECEIVER 19. 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 "E." 20. 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. 21. 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. 4 # 1914488 v.2 22. The Receiver shall be appointed for the benefit and protection of the rights and interests of the Lender. 23. 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, 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 Borrowers) 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 Borrowers 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 5 #1914488 v.2 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 Borrowers' existing obligations to utility companies or other service providers to the Borrowers 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 rents; bring or defend any suits in connection with the leases or rents in its own name or in the name of Borrowers, 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 6 # 1914488 v.2 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. 24. 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. 25. 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 of its expenses, including professional fees, if any. All excess cash may be used toward payment of the Lender's debt each month. 26. The Borrowers shall be directed to use their 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 27. Neither the Receiver nor any person or entity employed by it shall be liable to the Borrowers or any third party for any act or omission which it has undertaken in good faith. 28. 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. 7 # 1914488 v.2 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 Mortg?ged Premises and to facilitate the ultimate sale thereof, to serve without bond. Respectfully submitted, STRADLEY RONON NOON STEVENS & YOUNG, LLP Dated: September 13, 2013 By:` 1( /t 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 # 1914488 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 AND SUSAN E. DYE : No. 2012-216 CERTIFICATION OF NON-CONCURRENCE I, Steven J. White, Esquire, attorney for plaintiff, Magnolia Portfolio, LLC ("Plaintiff'), hereby certify that I contacted with counsel for defendants, 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 '2013 Vv Steven J. White 9 # 1914488 v.2 EXHIBIT A 10 # 1914488 v.2 PROMISSORY NOTE • 4 s r� era .. .P R`r' .sip ,r '� '.,', B•Yx'„ r, :On. R' Mali' -. t...`�+..,�`"�"'iJTti �,�;��Z.k,�`;zf'R.:� .�. ,4L sy �J¢'�:.. References in the boxes above are for Lender's use only and do not emit 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'I Lender: ORRSTOWN BANK Susan B.Dye NORTH MIDDLETON OFFICE 609 Franklin Street 77 EAST KING STREET Carlisle,PA 17013 P 0 BOX 250 SHIPPE NSBURG.PA 17257 Principal Amount: $485,000.00 Date of Note: August 20,2007 Maturity Date: August 20,2027 PROMISE TO PAY. Stanley N.Dye and Susan E.Dye('Borrower I jointly and severally promise to pay to ORRSTOWN BANK('Lender'),or order, in lawful money of the United States of America,•the principal amount of Four Hundred Eighty-five Thousand&001100 Dollars (S485,000.00).together with interest an the unpaid principal balance from August 20,2007,until paid In full. PAYMENT. Borrower will pay this loan in hill immediately upon Lender's demand. If no demand is made,subject to any payment changes resulting from changes In the Index.Sorrows(will pay this loan in accordance with the following payment schedule: 69 monthly connotive principal and interest payments in the initial amount of 64,031.17 each.beginning September 20.2007,with interest calculated on the unpaid principal balances at an betel remounted lowest rate of 7.800%per Wean;end 180 monthly consecutive principal and interest payments In the initial amount of$4.398.39 each.beginning September 20.2012.with Interest calculated on the unpaid principal balances at an interest rate based on the Wail Street Prime'(currently 8.250%).plte a margin of 1.000%.resulting In an idtd Interest rate of 9.250%. Borrower's final payment oat be due on August 20,2027 and will be for at principal and accrued interest not yet paid.together with any otter unpaid amounts under this Note. Unless otherwise agreed or required by amicable law.payments evil be eppied that to any accrued unpaid Interest then to pdndpel:than to any late charges:and than to any meek(collection costs. The annual Interest rata for this Hotels con iutad on a 365)360 basis:that is,by applying the redo-of the annual merest 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 Lander at Lender's address shown above or at such other place as Lender may designate in wrong. VARIABLE INTEREST RATE. For the first 60 payments.the interest rate on this loan will be 7.800%. Thereafter,the Interest rate on this Note is subject to change from time to time based on changes In an independent Index which is the Well Street Prima(the'Index"). The Index is not necessarily the lowest rate charged by Lander on its bans. If the Index becomes unavailable during the term of this ban,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 bans based on other rates as wet. The Index currently Is 8.250%per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates sat 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 then 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 a payments to lover accruing interest. (C) Increase the number of Borrower's payments, and (0) continue Borrower's payments at the same amount and increase Borrower's anal payment PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the data 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 it entitled to the'following.prepayment penalty Should Borrower prepay al or any amount of principal daring the next five(5)years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percerrtege shall decrease one percent(1.00%)per'Winn to par.Lander acknowledges that excepted from this assessment will be principal payments that are generated as•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 fiaandd Institution.Except for the foregoing,Borrower may pay all or a portion of the amount owed eerie than is due.Early payments will not amass agreed to by Lender In writing.relieve Borrower or Borrower's obligation to continua to make payments under the payment schedule.Rater,they will reduce the principal balance due and may result in Borrower making(ewe(payments.. Except for the foregoing,Borrower may pay all or a portion of the amount owed Barger than it Is due. Early payments will not,unless agreed to by Lander in writing,relieve Borrower of Borrower's obligation to continue-to make payments under the payment schedule. Rather,early payments MU reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked'paid in MP,'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 arty 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 deputed 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 18 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 Deleon Rate Margin shag 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 atter the date of judgment at the rate et etfect 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 shall constitute an event of default('Event of Default')under this Note: Payment Default. Borrower fees to make any payment when due undo this Note. Other Defa tits. Borrower falls to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in any of the related doctenents 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 on Borrower's behalf under this PROMISSORY NOTE Loan No:26473869002 (Continued) Page 2 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 Lander 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,endorser,surety,or accommodation party of any of the indebtedness or any guarantor,endorser, surety,.or accommodation party 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.end,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. • Cum 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(121 months,it may be cured it Borrower,after receiving written notice from Lender demanding cure of such default (1) cures the default within fifteen 1161 days;or (2h if the cure requires mom 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 end necessary steps sufficient to produce compliance as soon as reasonably precticel. 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 Emits under applicable law,Lender's reasonale'attomeys'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,piccedding,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: (Al a Mortgage dated August 20,2007,to Lender on real property located in Cumberland County.Commonwealth of Pennsylvania. (B) an Assignment of Al Rents to Lender on real property 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 end made a part of this Note. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tex Returns andfor 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 0.26%. 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 accounts) with us In excess of'tte available collected balance in the accourt(s).. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, end upon Borrower's heirs, personal representatives. successors and assigns,and shall Lore to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your accountis)to a consumer reporting agency. Your written notice describing the specific Inaccuracyliesl 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 shell 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. Each Borrower understands and agrees that,with or without notice to Borrower,Lender may with respect to any other Borrower tai make one or more additional secured or unsecured loans or otherwise extend additional credit; (b)alter,compromise,renew,extend,accelerate,or otherwise change one or more times the time for payment or other terms of any Indebtedness,including increases and decreases of the rate of interest on the indebtedness; 1c) exchange,enforce,waive,subordinate,fail or decide not to perfect,and release any security,with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof,including without limitation,any non-judicial sale permitted by the terms PROMISSORY NOTE Loan No:26473869002 (Continued) Page 3 of the controlling security agreements,as Lender in its discretion may determine; la)release,substitute,agree not to sue,or deal with any one or more of Borrower's sureties,endorsers,or other guarantor:on'any terms or in any manner Lender may choose; and (0 determine how. when and what application of payments and credits shall be'made on any other indebtedness owing by such other Borrower. 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,shell be released from liability. Afl such parties agree that lender may renew or extend (repeatedly and for any length of tinsel 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 Note are joint and several. If any portion of this Note is for any reason determined to be unenforceabie,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 PLED, 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 110%1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION,BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS(S500)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 PROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF AU.AMOUNTS DUE UNOER 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, EACH BORROWER READ AND UNDERSTOOI ALL THE PROVISIONS OF THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH 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'. + £ ti'• ISeal) X: i `a._. r: jseag Wiley N.Dye uswrw6•••.•.,...u,mum ...•••■■ .,a•PA..,onu..m.e ems.., • EXHIBIT B 11 # 1914488 v.2 Inst. # 201303289 - Page 1 of 7 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 29-20-1800-007 - NORTH MIDDLETON 08-32-2332-005 - DICKINSON TP CCGIS REGISTRY 01/30/2013 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.:29-20-1800-007 and 08-32-2332-005 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 Nick Ban one 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.:2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. # 201303289 - Page 2 of 7 Mortgage dated August 20, 2007, executed by Stanley N. Dye and Susan E. Dye, the grantor, to Orrstown Bank, the Lender, recorded on August 22, 2007, as Instrument Number 200732928 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.:2510122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. # 201303289 - Page 3 of 7 reth IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this Oa day of ;TanuC,,2k,..( ,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 Manag- t,L.P.,its D rec . By: �i� i► ' iL4 4 / Name: Derek Smith Title: Managing Director By: Name: Robert O'Leary Managing Title: Director Rozuarti d she Lotlod ow fr y/ ao ao�3 a insfkt4owat ACKNOWLEDGMENT /Jumb? 07°09334 3 STATE OF CALIFORNIA ) SS: COUNTY OF Lc& 4NUEIE5 ) On this 24:1 -d4y ,of NV/`4 , 2013, before me personally appeared 3�irolc SIttIR1 add Robert O'Leary , as and 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. i WITNESS my hand and official seal. My commission expires: Name of Notary: Rtzaibbons SARAH E.FITZG1880NS AMO Ref.:2510.122 !dry:. Commission•1962582 Loan Name:DYE STANLEY N .c Ar., • :1 Notary Public-California Loan Ref.:26473869002 \t_.n f L01 AMISS County Comm. ns Dee 9.2015 Inst. # 201303289 - Page 4 of 7 EXHIBIT A LEGAL DESCRIPTION 810 NORTH HANOVER STREET,(NORTH MIDDLETTOWN TOWNSHIP)CARLISLE,PENNSYLVANIA ALL THOSE TWO CERTAIN tracts of land situate on the North side of Pa. Route No. 11, commonly known as the Harrisburg-Carlisle Pike, located in North Middleton Township, Cumberland County, Pennsylvania, bounded and described as fbilows: On the west by lands now or formerly of Sun Oil Company;on the north by Lots nos. 667, 668, 669,Block"A"of the bereinaffier mentioned Plan of Lots;on the east by lands now or formerly of R.H.Black;on the south by said Pa.Route No. 11;containing In fronton said highway 120 feat and eating an even width in depth 250 feet. BEING Lots Nos. 680 and 681, Block "A" as shown on the Carlisle That Company Plan of Oakdale Manor recorded in the Office of the Recorder of Deeds in and fur the County of Cumberland in Plan Book 3,Page 18 and Plan Book 3,Page 61. AMO Ref.:2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. # 201303289 - Page 5 of 7 LEGAL DESCRIPTION 739-801 SAND BANK ROAD,MT.HOLLY SPRINGS,PA 17065 PARCEL. ALL THOSE TWO CERTAIN tracts or parcels of land situate in Dickinson Township, Cumberland County, Pennsylvania, bounded and described according to the Final Subdivision Plan for The Estate of Robert 14L Mumma, Trustee, dated April 2, 1987, revised April 13, 1987,and recorded in Cumberland County Plan Book 53,page 27, as follows: Tract BEGINNING at an hum pin at the southeast corner of Lot No. 2 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan; thence along the eastern line of said Lot No. 2, North 13 degrees 05 minutes 18 seconds Bast a distance of 479.95 feet to an existing iron pipe at the southwest corner of lands now or formerly of Mervin Jumper,et ux.;thence along the southern line of lands now or formerly of Mervin Jumper, et ux.,North 84 degrees 26 minutes 36 seconds East a distance of 146.04 feet to an existing iron pipe; thence along the eastern line of lands now or formerly of Mervin Jumper, et ux.,North 01 degree 27 minutes 48 seconds East a distance of 121.28 feet to an existing iron pin at the southwest corner of lands now or formerly of Kenneth L.Pierson,Jr.;thence along the southern line of lands now or formerly of Kemmeth L. Pierson, Jr., South 88 degrees 17 minutes 56 seoamds East a distance of 279.92 feet to an existing iron pin on the western line of lands now or formerly of Donald W. DeWalt and Gerald M. Christopher; thence along the western line of lands now or formerly of Donald W.DeWalk and Gerald M. Christopher, South 13 degrees 36 minutes 51 seconds West a distance of 69925 feet to an existing concrete monument at the northeast corner of Lot No. 4 on the hereinafter described Subdivision Plan; thence along the northern line of said Lot No.4, North 76 degrees 31 minutes 57 seconds West a distance of 381.95 feet to an iron pin, the point and Place of BEGINNING. CONTAINING 5A344 acres. BEING Lot No. 1 on the Final Subdivision Plan for the Estate of Robert M. Minna, Trustee,dated April 2, 1987 and recorded in Plan Book 53,page 27. AMO Ref.:2510.122 Loan Name:DYE STANLEY N • Loan Ref.:26473869002 Inst. # 201303289 - Page 6 of 7 BEGINNING at an iron pin at the southwest corner of Lot No. 1 on the hereinafter described Subdivision Plan and at the northeast comer of Lot No. 3 on the hereinafter described Subdivision Plan;thence along the northern line of said Lot No. 3,North 76 degrees 31 minutes 57 seconds West a distance of 212.19 feet to a concrete monorueat on the eastern line of lands now or Maned), of William H. Otto;thence along the eastern Hue of said lands now or formerly of William IL Otto,North 13 degrees 00 minutes 28 seconds East a distance of 380.46 feet to an existing iron pin at the southwest corner of lands now or formerly of James D.Pope,et ux.;thence along the southern line of lands now or formerly of James D.Pope,d mt.,North 79 degrees 13 minutes 45 seconds East a distance;of 232.60 feet to an existing iron pin at the northwest corner of Lot No. 1 on the hereinafter described Subdivision Plan; thence along the western line of said Lot No. 1, South 13 degrees 05 minutes 18 seconds West a distance of 475.95 feet to an iron pin,the point and Ptace of BEGINNING. CONTAINING 2.0888 acree. BEING Lot No. 2 on the Final Subdivision Plan for the Estate of Robert M. Mumma, Trustee,dated April 2, 1987 and recorded in Plan Book S3,page 27. AMO Ref.:2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. N 201303289 - Page 7 of 7 ROBERT P. ZIEGLER RECORDER OF DEEDS :.. `? ;, *a ,`r ,. CUMBERLAND COUNTY 1 COURTHOUSE SQUARE , .; s J -�s.,A CARLISLE, PA 17013 ; Ns;' < 717-240-6370 1 _ 33 s. � # {[ 1; I, Instrument Number-201303289 Recorded On 1/30/2013 At 3:11:24 PM 'Total Pages-7 "Instrument Type-ASSIGNMENT OF MORTGAGE Invoice Number- 128123 User Ill-BMM •Mortgagor-DYE,STANLEY N 'Mortgagee-MAGNOLIA PORTFOLIO LLC *Customer-SIMPLIFILE LC E-RECORDING a FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE DO NOT DETACH RECORDING FEES - $15.50 RECORDER OF DEEDS PARCEL CERTIFICATION $20.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $64.50 I Certify this to be recorded in Cumberland County PA 4: ;/ RECORDER OF DEEDS ntso '-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. s: Parcel Identification !1� Number: RECORDATION REQUESTED BY: ORRSTOWN BANK NORTH MIDDLETON OFFICE �Y 77 EAST KING STREET V D M 11 P O 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: $485,000.00 THIS MORTGAGE dated August 20.2007, is made and executed between Stanley N. Dye and Susan E.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, sails, 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, hereditament5,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions end remainders with respect thereto;all water,water rights,watercourses and ditch rights(including stock In utilities with ditch or irrigation rightsl; 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 810 North Hanover Street,Carlisle,PA 17013 and 801 Sandbank Road,Mt,Holly Springs,PA 17065, 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 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 unliquidatad, 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 ell present and future leases of the Property and all Rents from the Property. In addition.Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,iS GIVEN TO SECURE IA) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF S485.000.00,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 (11 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 shalt maintain the Property M 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: (1) During the period of Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal, release or threatened release of any Hazardous Substance by any person on,under,about or from the Property; 121 Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and acknowledged by Lender in writing, la) any breach or'violation of any Environmental Laws, (b) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on,under,about or from the Property by any prior owners or occupants of the Property,or 10 any actual or MORTGAGE (Continued) Page 2 threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender in writing, le) 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 (h) 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, es,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 (1) releases and waives any future claims against Lender for indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under any such laws;ano (21 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 and 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 shall riot 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 gee),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 Real 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 all governmental authorities applicable to the use or occupancy of the Property,including without limitation,the Americans With Disabilities Act. Grantor may contest in good faith any such law,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals, so tong as Grantor has notified Lender in writing prior to doing so and to long as,in Lender's sole opinion,lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts,in addition to those acts set forth above In this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER- Lender may,at Lender's option,declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any interest in the Real Property. A'sale or transfer means the conveyance of Reel Property or any right, title or interest in the Real Property;whether legal,beneficial or equitable;whether voluntary or involuntary;whether by outright sale,deed,installment sale contract,land contract,contract for deed,leasehold interest with a term greater than three 131 years.lease-optlon contract,or by sale,assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property,or by any other method of conveyance of an interest in the Real Property. However,this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due land in all events prior to delinquency)all taxes,payroll taxes,special taxes, assessments,water charges and sewer service charges levied against or on account of the Property,and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to In writing by Lender,and except for the lien of taxes and assessments not due as further specified In the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax,assessment,or claim in connection with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,Grantor shall within fifteen(15)days after the lien arises or,if a lien is filed, within fifteen(15)days after Grantor has notice of the filing,secure the discharge of the lien,or it requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys'fees,or other charges that could accrue as a result of a foreclosure or sale under the Tien, In any contest,Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shell name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen(15)days before any work Is commenced,any services are furnished,or any materials are supplied to the Property,if any mechanic's lien,materiaimen's lien,or other lien 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 shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause,and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability Insurance in such MORTGAGE (Continued) Page 3 coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally,Grantor shall maintain such other insurance,including but not limited to hazard, business Interruption and boiler insurance as Lender may require. Policies shell 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(101 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,it available,within 45 clays 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 en 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 if Grantor fails to do so within fifteen 115)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 horn the proceeds for the reasonable cost of repair or restoration it Grantor is not in default 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 be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest,and the remainder,if any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment In full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender deems appropriate,including but not limited to discharging or paying all taxes, liens,security interests, encumbrances end other claims, at any time levied or placed on 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 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 IA) 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 (Ci 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 ire 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: (a)Grantor holds good end marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title Insurance policy,title report,or final title opinion issued in favor of,and accepted by,Lender in connection with this Mortgage,end (b)Grantor has the lull right,power,and authority to execute and deliver this Mortgage to Lender. Defense of Tide. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage,Grantor shell defend the action at Grantor's expense. Grantor may be the nominal party In such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage,shalt be continuing in nature, and shalt 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 shell promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,but Lender shell be entitled to participate in the proceeding and to he 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 pert of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys'fees incurred by Lender in connection with the condemnation. 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 lake 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,and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (11 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: (21 a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) 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 11) pays the tax before it becomes delinquent,or 12) contests the tax as provided above in the Taxes end Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shalt constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have ell of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender,Grantor shall 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 shell reimburse Lender for all expenses Incurred in perfecting or continuing this security interest. Upon default,Grantor shall not remove. sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (31 days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) end Lender (secured party) from which information concerning the security Interest granted by this Mortgage may be obtained leach 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,retied,or rerecorded,as the case may be,at such times and In such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete, perfect, continua, or preserve (11 Grantor's obligations under the Note, this Mortgage, and the Related Documents,and (21 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. Addtdonel Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph,Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage,Lender shall execute'and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay,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, shell 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 fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behelt under this Mortgage or the Related Documents is false or misleading in any material respect, either now or et the time made or furnished or becomes false or misleading at any time thereafter. Defective Colleteralization, 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 fien)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 any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts,with Lander. 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 if 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 dlsptne. Breach of Other Agreement. Any breech 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,endorser,surety. or accommodation party of eny of the Indebtedness or any guarantor,endorser,surety,or accommodation party 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. 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 1151 days;or 12) if the cure requires more than fifteen 115)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 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 may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender,then Grantor Irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the 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 taw. 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 elsewhere,as attorney for Lender and all persons claiming under or through Lender,to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage verified by affidavit,shall he a sufficient warrant;and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Sale. If permitted by applicable law,Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining 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 end shall,at Lender's option,either 111 pay a reasonable rental for the use of the Property,or 12) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicablelaw,Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies,Lender shall be free to sell all or any part of the Property together or separately.In one sale or by separate sales. Lender shall be-entitled to bid at any public sale on all or any portion of the Property.' Notice of Sale. Lender shall glue Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least ten 1101 days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make 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 and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys'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 may adjudge reasonable as attorneys'tees at blot and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all MORTGAGE 1COntinued) • Page 6 reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear Interest at the Note 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 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 shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,If mailed,when deposited in the United States mail,as first class,certified or registered mail postage prepaid,directed to the 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,if there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are apart of this Mortgage: Amendments. This Mortgage,together with any Related'Documents,constitutes the entire understanding end agreemem of the parties as to the matters sat 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. It the Property Is used for purposes other than Grantor's residence,Grantor shall furnish to Lender,upon request,a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. Net operating income"shall mean all cash receipts from the Property less all cash expenditures made In connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Joint and Several Liability. All obligations of Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each Grantor signing below is responsible for all obligations in 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 a provision of this Mortgage shalt 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 arty course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Severability, If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any person or circumstance,that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other person or 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 arty 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 shell have the following meanings when used In this Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall Include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word 'Borrower' means Stanley N. Dye and Susan E. Dye and Includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word'Del suit"means the Default set forth in this Mortgage in the section tided'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,et seq.('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.et seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 6901,at 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 and Susan E.Dye. Guaranty. The word"Guaranty"means the guaranty from guarantor,endorser,surety,or accommodation party 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 MORTGAGE (Continued) Page 7 to human health or the environment when improperly used,treated,stored,disposed of,generated,manufactured, transported or otherwise handled. The words'Hazardous Substances'are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term"Hazardous Substances'also Includes,without limitation,petroleum and petroleum by-products or any traction 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 Reel 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-Collateralizetlon provision of this Mortgage. Lender. The word'Lender'means ORRSTOWN BANK,its successors and assigns. Mortgage. The word"Mortgage'means this Mortgage between Grantor and Lender. Note. The word 'Note' means the promissory note dated August 20, 2007, in the original principal amount of$485,000.00 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 August 20,2027.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words"Personal Property" mean all equipment,fixtures,and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to,all replacements of, and all substitutions for,any of such property; and 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 reel 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, end 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. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE. AND EACH 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: ' -) J) Stanley N.Dye / X . r-^ ''' a .-0 - .i L ' . ... - (Seat) Susan E. Signed,artt` ��deGve/'d i the presence of:jie 410. r� I 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,SHI G,PA 17257 ,„IPPAP517 Attorney or Ag t for Mortgagee MORTGAGE (Continued) Page 8 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA )SS COUNTY OF CUMBERLAND QQn this.the 0TH day of Au$uSt ,2007 before me 1.0;561AL.5.(1 .the undersigned Notary Public,personally appeared Stanley N.Dye and Susan E. Dye.known to me for satisfactorily proven)to be the person whose names are subscribed to the within instrument,and acknowledged that they executed the same for the purposes therein y¢7` ed. In witness whereof,I hereunto set my hand and official seal' COMMONWEALTH OF PENNSYLVANIA Notarial Seal Ld5M 30penbeiVBtr.Notary Public Notary Public in and for the State of MyConm fission Expires Member,Pennsylvania Aseoo;etlort Of Notaries Wm.ne,.,a, v.,e.ar.00ae Ss ..,.087.NW.may.....w......xrmR\aax n.n,n n., • LEGAL DESCRIPTION 810 NORTH HANOVER STREET,(NORTH MIDDLE,TOWN TOWNSHIP)CARLISLE,PENNSYLVANIA ALL THOSE TWO CERTAIN tracts of land situate on the North side of Pa. Route No. 11, commonly known as the Harrisburg-Carlisle Pike, located in North Middleton Township, Cumberland County, Pennsylvania, bounded and described as follows: On the west by lands now or formerly of Sun Oil Company;on the north by Lots nos. 667,668,669,Block"A"of the hereinafter mentioned Plan of Lots; on the east by lands now or formerly of R.H.Black;on the south by said Pa.Route No, 11;containing in front on said highway 120 feet and extending an even width in depth 250 feet. BEING Lots Nos. 680 and 681, Block "A" as shown on the Carlisle Trust Company Plan of Oakdale Manor recorded in the Office of the Recorder of Deeds in and for the County of Cumberland in Plan Book 3,Page 18 and Plan Book 3,Page 61. LEGAL DESCRIPTION 739-801 SAND BANK ROAD,MT.HOLLY SPRINGS,PA 17065 PARCEL A ALL THOSE TWO CERTAIN tracts or parcels of land situate in Dickinson Township, Cumberland County, Pennsylvania, bounded and described according to the Final Subdivision Plan for The Estate of Robert M. Mumma, Trustee, dated April 2, 1987, revised April 13, 1987, and recorded in Cumberland County Plan Book 53,page 27, as follows: Tract 1 BEGIIN'NING at an iron pin at the southeast corner of Lot No. 2 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan; thence along the eastern line of said Lot No. 2, North 13 degrees 05 minutes 18 seconds East a distance of 479.95 feet to an existing iron pipe at the southwest corner of lands now or formerly of Mervin Jumper,et ux.;thence along the southern line of lands now or formerly of Mervin Jumper, et ux.,North 84 degrees 26 minutes 36 seconds East a distance of 146.04 feet to an existing iron pipe;thence along the eastern line of lands now or formerly of Mervin Jumper,et ux.,North 01 degree 27 minutes 48 seconds East a distance of 121.28 feet to an existing iron pin at the southwest corner of lands now or formerly of Kenneth L.Pierson,Jr.;thence along the southern line of lands now or formerly of Kenneth L. Pierson, Jr., South 88 degrees 17 minutes 56 seconds East a distance of 279.92 feet to an existing iron pin on the western line of lands now or formerly of Donald W. DeWalt and Gerald M. Christopher; thence along the western line of lands now or formerly of Donald W.DeWalt and Gerald M.Christopher, South 13 degrees 36 minutes 51 seconds West a distance of 699.25 feet to an existing concrete monument at the northeast corner of Lot No. 4 on the hereinafter described Subdivision Plan;thence along the northern line of said Lot No.4,North 76 degrees 31 minutes 57 seconds West a distance of 381.95 feet to an iron pin,the point and Place of BEGINNING. CONTAINING 5.4344 acres. BEING Lot No. I on the Final Subdivision Plan for the Estate of Robert M. Mumma, Trustee,dated April 2,1987 and recorded in Plan Book 53,page 27. Tract 2 BEGINNING at an iron pin at the southwest corner of Lot No. 1 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan;thence along the northern line of said Lot No. 3,North 76 degrees 31 minutes 57 seconds West a distance of 212.19 feet to a concrete monument on the eastern line of lands now or formerly of William H. Otto;thence along the eastern line of said lands now or formerly of William H. Otto,North 13 degrees 00 minutes 28 seconds East a distance of 380.46 feet to an existing iron pin at the southwest corner of lands now or formerly of James D.Pope,et ux.;thence along the southern line of lands now or formerly of James D.Pope,et ux.,North 79 degrees 13 minutes 45 seconds East a distance of 232.60 feet to an existing iron pin at the northwest corner of Lot No. I on the hereinafter described Subdivision Plan;thence along the western line of said Lot No. 1, South 13 degrees 05 minutes 18 seconds West a distance of 475.95 feet to an iron pin,the point and Place of BEGINNING. CONTAINING 2.0888 acres. BEING Lot No 2 on the Final Subdivision Plan for the Estate of Robert M. Mumma, Trustee,dated April 2,1987 and recorded in Plan Book 53,page 27. PARCEL B ALL THAT CERTAIN tract of land in the Township of Dickinson,Cumberland County, Pennsylvania, more particularly bounded and described in accordance with a survey of William B.Whittock,Registered Engineer,dated June 8,1973,as follows: BEGINNING at the point in the center of Township Road 473, which point is located 100.52 feet North 87 degrees 25 minutes 29 seconds East of the center of the junction of Township Road 473 and Township Road 474;thence South 23 degrees 41 minutes 39 seconds West on the line crossing Township Road 474,a distance of 2710.34 feet to an iron pin;thence North 89 degrees 38 minutes 10 seconds West,a distance of 197.7 feet to an iron pin; thence North 23 degrees 38 minutes 40 seconds East, a distance of 2695.15 feet to a point in the center of Township Road 473; thence along said center line of Township Road 473 North 87 degrees 25 minutes 29 seconds East, a distance of 211.21 feet to a point,the Place of BEGINNING. CONTAINING 11.504 acres,including the right-of-way of said roads. LESS,HOWEVER,all that certain tract of land which Donald W.DeWalt and Gerald M. Christopher, as tenants by the partnership, by the Deed dated March 11, 1988, and recorded August 20, 1993, in Cumberland County, Pennsylvania, in Deed Book 'M', Volume 36, page 70, granted and conveyed unto Barbara McK. Mumma and Lisa M. Morgan, Trustees of the Trust established under Article Seventh of the Last Will and Testament of Robert M. Mumma,deceased. BEING known as Lot No. 2 on the Final Subdivision Plan for Donald W.DeWalt and Gerald M.Christopher,dated April 2, 1987, and recorded in Cumberland County Plan Book 53,page 28. CONTAINING 5.3907 acres. PARCEL C ALL THAT CERTAIN tract of land situated partly in South Middleton Township and partly in Dickinson Township, Cumberland County, Pennsylvania, bounded and described as follows: BEGINNING at a point in a public road at corner of lands now or formerly of C.B. Mathews and E.Bixler;thence South 85 degrees West 99 feet to a point at line of lands now or formerly of Pharoah Blumenstock;thence by the same South 19 degrees West 1336.5 feet to line of lands now or formerly of George W. Richwine and Rose A. Richwine; thence by the same North 85 degrees East 99 feet to a point in line of lands now or formerly of said C.B.Mathews;thence by the same North 19 degrees East 1336.5 feet to a point,the Place of BEGINNING. CONTAINING 2.77 acres Parcel Nos.: 08-12-0338-060;08-12-0338-059,08-32-2332-005 and 08-32-2332-010 ROBERT P.ZIEGLER RECORDER OF DEEDS , CUMBERLAND COUNTY b ��"'- 1 COURTHOUSE SQUARE `:1!:#4Hi `4, = H . CARLISLE,PA 17013 v ,i • 717-240-6370 ''l i m a, Instrument Number-200732928 Recorded On 8/22/2007 At 11:57:01 AM *Total Pages-12 *Instrument Type-MORTGAGE Invoice Number-2768 User ID-RAK *Mortgagor-DYE,STANLEY N *Mortgagee-ORRSTOWN BANK *Customer-JOSEPH BUCKLEY *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES — $25.50 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 $52.50 I Certify this to be recorded in Cumberland County PA i .4\ \ f� (° 0�1�'r?s?1! �°) RECORDER O D EDS *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 0002AU II I II Ii l l 1111 I IIIIIII III EXHIBIT C 12 # 1914488 v.2 Inst. # 201303290 - Page 1 of 7 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 29-20-1800-007 - NORTH MIDDLETON 08-32-2332-005 - DICKINSON TP CCGIS REGISTRY 01/30/2013 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.:29-20-1800-007 and 08&32-2332-005 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 Nick B. one 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 c/o 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.:2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. # 201303290 - Page 2 of 7 Assignment of Rents dated August 20,2007(the"Assignment of Rents"),made by Stanley N. Dye and Susan E. Dye, in favor of Orrstown Bank, recorded August 22, 2007, as Instrument Number 200732929 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.:2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. * 201303290 - Page 3 of 7 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this day of Q, ,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 .pital Manag- - L.P.,its Direr • ` � C By: �` h � / Name: Derek Smith Title: Managing Director By: Name: Robert Ogaary Title: managing Director 4 QSu�iRtQ0.'t�t e. 1r l �30.S ACKNOWLEDG i NT�m�{ eunard9a43- 0 4,3 STATE OF CALIFORNIA ) SS: COUNTY OF L On this _Zero/eregatintohf i'jVUA j , 2013, before me personally appeared and Robert O'Leary , as --Managing wire= 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. ' I 1 My commission expires: Name o Notary: 8arah.Fitzgibbons _ . SARAH E.f1T21 ON •rr; Commission�I 1952552 AMO Ref.:2510.122 r Notary Public-C1IHoniN Loan Name:DYE STANLEY 14 \i'.10•7 hoc AagN»County Loan Ref.:26473869002 Comm. floc 3 2015 Inst. # 201303290 - Page 4 of 7 EXHIBIT A LEGAL DESCRIPTION 810 NORTH HANOVER S'IREET,(NORTH H MIDDLETOWN TOWNSHIP)CARLISLE,PENNSYLVANIA ALL THOSE TWO CERTAIN tracts of land situate on the North side of Pa. Route No. 11, commonly known as the Harrisburg-Carlisle Pdca, located in North ltifiddletan Township, Cmnbaiand County, Pennsylvania, bounded and described as follows: On the went by lands now or formerly of Sun Oil Company; on the north by Lots nos. 667,668,669,Block"A"of the hereinafter mentioned Plan of Lots•,on the east by lands now or formerly of R.H.Bloch on the south by said Pa.Route No. 11;conning In front on said highway 120&et and extending an even width in depth 250 feet. BEING Lots Nos. 680 and 681, Block "A" as shown on the Carlisle Trust Company Plan of Oakdale Manor recorded in the Office of the Recorder of Deeds in and for the County of Cumberiand in Plan Book 3,Page 18 and Plan Book 3,Page 61. AMO Ref.:2510.122 Loan Name:DYE STANLEY N Loan Ref:26473869002 Inst. # 201303290 - Page 5 of 7 • LEGAL DESCRIPTION 739-801 SAND BANK ROAD,MT.HOLD SPRINGS,PA 17065 EARC_E AA ALL.THOSE TWO CERTAIN tracts or parcels of land situate in Dickinson Township, Cumbedand County, Pennsylvania, bounded and described according to the Final Subdivision Plan for The Estate of Robert M. Mumma, Trustee, dated April 2, 1987, revised April 13, 1987, and recorded in Cumberland County Plan Book 53,page 27, as follows: TaCL1 BEGINNING at an iron pin at the southeast corner of Lot No. 2 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan; thence along the eastern line of said Lot No. 2, North 13 degrees 05 minutes 18 seconds East a distance of 479.95 fed to an existing iron pipe at the southwest corner of lands now or formerly of Mervin Jumper,et ux.;thence along the southern line of lands now or formerly of Mervin Jumper, at ux.,North 84 degrees 26 minutes 36 seconds East a distance of 146.04 fed to an existing iron pipe;thence along the eastern line of lands now or formerly of Mervin Jumper, et ux,North 01 degree 27 minutes 48 seconds East a distance of 121.28 feet to an existing iron pin at the southwest corner of lands now or formerly of Kenneth L.Pierson,Jr.;thence along the southern line of lands now or formerly of Kenneth L. Pierson,Jr., South 88 degrees 17 minutes 56 seconds East a distance of 279.92 feet to an existing iron pin on the western line of'lands now or formerly of Donald W. DeWalt and Gerald M. Christopher; thence along the western line of lands now or formerly of Donald W.DeWak and Gerald M. Christopher, South 13 degrees 36 minutes 51 seconds West a distance of 699.25 fed to an existing concrete monument at the northeast corner of Lot No. 4 on the hereinafter described Subdivision Plan; thence along the northern line of said Lot No.4,North 76 degrees 31 minutes 57 seconds West a distance of 381.95 fed to an iron pin,the point and Place of BEGINNING. CONTAINING 5.4344 acres. BEING Lot No. 1 on the Final Subdivision Plan for the Estate of Robert M. Mumma, Trustee,dated April 2, 1987 and recorded in Plan Book 53,page 27. AMO Ref.:2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. # 201303290 - Page 6 of 7 Irsca BEGINNING at an ion pin at the southwest corner of Lot No. 1 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan;thence along the northern line of said Lot No. 3,North 76 degrees 31 minutes 57 seconds West a distance of 212.19 feet to a concrete monument on the eastern line of lands now or fly of William H. Otto; thence along the eastern line of said lands now or formerly of William H. Otto,North 13 degrees 00 minutes 28 seconds Bast a distance of 380.46 feet to an exitting iron pin at the southwest corner of lands now or formerly of James D.Pope,et ux.;thence along the southern line of lands now or formerly of James 1).Pope,et ta.,North 79 degrees 13 minutes 45 seconds Bast a distance of 232.60 feet to an existing icon pin at the northwest corner of Lot No. 1 on the hereinalier described Subdivision Plan;thence along the western line of said Lot No. 1, South 13 degrees 05 minutes 18 seconds West a distance of 475.95 feet to an Iran pin,the point and Place of BEGINNING. CONTAINING 2.0888 acres. BEING Lot No. 2 on the Final Subdivision Plan for the Estate of Robert M. Mumma, 'flume,dated April 2, 1987 and recorded in Plan Book 53,page 27. AMO Ref.2510.122 Loan Name:DYE STANLEY N Loan Ref.:26473869002 Inst. 1M 201303290 - Page 7 of 7 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 ' f y ff , • I y y - Instrument Number-201303290 Recorded On 1/30/2013 At 3:11:25 PM *Total Pages-7 *Instrument Type-ASSIGNMENT Invoice Number- 128123 User ID-BMM *Grantor-DYE, STANLEY N *Grantee-MAGNOLIA PORTFOLIO LLC *Customer-SIMPLIFILE LC E-RECORDING "FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $15.50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $20.00 FEES COUNTY ARCHIVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $41.00 I Certify this to be recorded in Cumberland County PA au , D r4 \o�i ;74- mt.r. I f i RECORDER OF DEEDS � rreo *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. (131 \ . 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 August 20,2007,is made and executed between Stanley N. Dye and Susan E. 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,SH1PPENSBURG,PA 17257(referred to below as"Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns,grants a continuing security interest in,and conveys to Lender 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 its address is commonly known as 810 North Hanover Street, Carlisle, PA 17013 and 801 Sandbank Road,Mt.Holly Springs,PA 17065. CROSS-COUATERALIZATION. In addition to the Note,this Assignment secures all obligations,debts and liabilities, plus interest thereon,of Grantor to Lender,or any one or more of them,as well as ell 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 121 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 end manage the Property and 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,liens,encumbrances,and 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 this 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 of the Property;demand,collect and receive from the tenants or from any other persons liable therefor,all of the Rents;Institute and carry on ell 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 and remove any tenant or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and 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 end expenses of maintaining the Property in proper repair and condition,and also to pay all taxes,assessments and water utilities,and the premiums on fire and other insurance effected by Lender on the Property. ASSIGNMENT OF RENTS (Continued) Page 2 Compliance with Laws. Lander 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. Lander 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 Lander 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 shall be for Grantor's account and Lender 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 part 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 fee 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 tails 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 date incurred or paid by Lender to the data of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will IA) be payable on demand; (81 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 12) the remaining term of the Note;or IC) 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 fails 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 contained in any other agreement between Lender end 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 discharge 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 Coltateralization. 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 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. Property Damage or Loss. The Property Is lost,stolen,substantially damaged,sold,or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety, or accommodation party of any of the Indebtedness or any guarantor,endorser,surety,or accommodation party 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 materiel 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 breech of the same provision of this Assignment within the preceding twelve(12)months,it may be cured if GreMor,after receiving written notice from Lender demanding cure of such default: (t) cures the default within fifteen(15)days;or 12) 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 ASSIGNMENT OF RENTS (Continued) Page 3 completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 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 law: 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 shall 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 Properly and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond it permitted by law. Lender's right to the appointment at 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,atter Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise its remedies. Attorneys'Fees;Expenses. It 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 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 interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law,Lender's 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 foreclesure 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 part 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 amendment to this Assignment shalt 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. -• Joint and Several Liability. All obligations of Grantor under this Assignment shall be joint and several,and all references to Grantor shall mean each and every Grantor. This means that each Grantor signing below is responsible for all obligations in this Assignment. Merger. There shall 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. It I In all cases where there is more than one Borrower or Grantor,then all words used in this Assignment in the singular shall be deemed to have been used in the plural where the context and construction so require. (2)•If more than one person signs this Assignment es'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 first,and that Borrower need not be joined in any lawsuit. (31 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 arty 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 shell operate as a waiver of such right or any other right. A waiver by Lender of 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 and Grantor,shall constitute a waiver of any of Lender's rights or of any or Grantor's obligations as to 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 shell be effective when actually delivered,when actually received by telefecalmile(unless otherwise required by law), when deposited whit a nationally recognized overnight courier,or,If mailed,when deposited in the United States mail, as first class,certified at registered mail postage prepaid,directed to the addresses shown near the beginning of this Assignment. Any party may change its address for notices under this Assignment by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law,if there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Exercise of Authorization and Powers. The various 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 • • ASSIGNMENT OF RENTS (Continued) Page 4 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_ Severability. If a court of competent iurisdiction finds any provision of this Assignment to be illegal,invalid,or unenforceable as to any person or circumstance,that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other person or 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 unenforceability 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 doter 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 bit 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 and Susan E.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 and Susan E.Dye. Guaranty. The word'Guaranty"means the guaranty from guarantor,endorser,surety,or accommodation party 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 all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and arty 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 August 20, 2007, in the original principal amount of$485,000.00 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. Property. The word 'Property" means at of Grantor's right, title and interest in and to all the Property as described in the'Assignment"section of this Assignment. Related Documents. The words "Related Documents' mean at 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, all 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 end nature,whether due now or tater,Including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. ASSIGNMENT OF RENTS (Continued) Page 5 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT. THIS DOCUMENT IS EXECUTED ON AUGUST 20.2007. 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: fJ ,cam �J X .,,,,.. ., n !:' .2(i.., (Seal) Sfaniey N. ye / X s +r/..: E. tLi , !Beall Susan E rye Signed._'nowledge.a sliver, in the.iesence of; /! illt441011 AA AFA . ,.� 01-------- 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,S TI RG,PA 17257 Attorney or en for Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 I SS COUNTY OF CUMBERLAND I / n this,th,tg 20th day of August ,20 07 before me (,piy�pAJefie b./ -- ,the undersigned Notary Public,personally appeared Stanley N.Dye and Susan E. Dye,known to me(or satisfactorily proven)to be the person whose names are subscribed to the within Instrument,and acknowledged that they executed the same for the purposes therein co d. In witness whereof,I hereunto set my hand and official seal. ...COMMONWEALTH OF PENNSYLVANIA -.2.-.----� NAarlal Seal LOIS Ann Sollenboger.Notary Public Notary Public in and for the State of South M Iddleben T4,y.,Cumberland County My Commlalbn EtcIrasOct 42007 Member.Pennsylvania Assoclellon Of Wane; ..suwo....... -5.7."0.om C...+.......s.........J ..,..r...—,. r..xrwnw..rc..171211 rTr LEGAL DESCRIPTION 810 NORTH I1ANOVER STREET,(NORTH MIDDLETOWN TOWNSHIP)CARLISLE,PENNSYLVANIA ALL THOSE TWO CERTAIN tracts of land situate on the North side of Pa. Route No. 11, commonly known as the Harrisburg-Carlisle Pike, located in North Middleton Township, Cumberland County, Pennsylvania, bounded and described as follows: On the west by lands now or formerly of Sun Oil Company;on the north by Lots nos. 667,668,669,Block"A"of the hereinafter mentioned Plan of Lots;on the east by lands now or formerly of R.1-1. Black; on the south by said Pa.Route No. 11;containing in front on said highway 120 feet and extending an even width in depth 250 feet. BEING Lots Nos. 680 and 681, Block "A" as shown on the Carlisle Trust Company Plan of Oakdale Manor recorded in the Office of the Recorder of Deeds in and for the County of Cumberland in Plan Book 3,Page 18 and Plan Book 3,Page 61. LEGAL DESCRIPTION 739-801 SAND BANK ROAD,MT.HOLLY SPRINGS,PA 17065 PARCEL A ALL THOSE TWO CERTAIN tracts or parcels of land situate in Dickinson Township, Cumberland County, Pennsylvania, bounded and described according to the Final Subdivision Plan for The Estate of Robert M. Mumma, Trustee, dated April 2, 1987, revised April 13, 1987, and recorded in Cumberland County Plan Book 53,page 27, as follows: Tract 1 BEGINNING at an iron pin at the southeast corner of Lot No. 2 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan; thence along the eastern line of said Lot No. 2,North 13 degrees 05 minutes 18 seconds East a distance of 479.95 feet to an existing iron pipe at the southwest corner of lands now or formerly of Mervin Jumper,et ux.;thence along the southern line of lands now or formerly of Mervin Jumper, et ux.,North 84 degrees 26 minutes 36 seconds East a distance of 146.04 feet to an existing iron pipe;thence along the eastern line of lands now or formerly of Mervin Jumper,et ux.,North 01 degree 27 minutes 48 seconds East a distance of 121.28 feet to an existing iron pin at the southwest corner of lands now or formerly of Kenneth L.Pierson,Jr.;thence along the southern line of lands now or formerly of Kenneth L. Pierson, Jr., South 88 degrees 17 minutes 56 seconds East a distance of 279.92 feet to an existing iron pin on the western line of lands now or formerly of Donald W. DeWalt and Gerald M. Christopher; thence along the western line of lands now or formerly of Donald W.DeWalt and Gerald M.Christopher, South 13 degrees 36 minutes 51 seconds West a distance of 699.25 feet to an existing concrete monument at the northeast corner of Lot No. 4 on the hereinafter described Subdivision Plan;thence along the northern line of said Lot No.4,North 76 degrees 31 minutes 57 seconds West a distance of 381.95 feet to an iron pin,the point and Place of BEGINNING. CONTAINING 5.4344 acres. BEING Lot No. I on the Final Subdivision Plan for the Estate of Robert M. Mumma, Trustee,dated April 2, 1987 and recorded in Plan Book 53,page 27. Tract 2 BEGINNING at an iron pin at the southwest corner of Lot No. 1 on the hereinafter described Subdivision Plan and at the northeast corner of Lot No. 3 on the hereinafter described Subdivision Plan;thence along the northern line of said Lot No. 3,North 76 degrees 31 minutes 57 seconds West a distance of 212.19 feet to a concrete monument on the eastern line of lands now or formerly of William H. Otto; thence along the eastern line of said lands now or formerly of William H.Otto,North 13 degrees 00 minutes 28 seconds East a distance of 380.46 feet to an existing iron pin at the southwest corner of lands now or formerly of James D. Pope,et ux.;thence along the southern line of lands now or formerly of James D.Pope,et ux.,North 79 degrees 13 minutes 45 seconds East a distance of 232.60 feet to an existing iron pin at the northwest corner of Lot No. 1 on the hereinafter described Subdivision Plan;thence along the western line of said Lot No. 1, South 13 degrees 05 minutes 18 seconds West a distance of 475.95 feet to an iron pin,the point and Place of BEGINNING. CONTAINING 2.0888 acres. BEING Lot No. 2 on the Final Subdivision Plan for the Estate of Robert M. Mumma, Trustee,dated April 2,1987 and recorded in Plan Book 53,page 27. • PARCEL_B ALL THAT CERTAIN tract of land in the Township of Dickinson,Cumberland County, Pennsylvania, more particularly bounded and described in accordance with a survey of William B.Whittock,Registered Engineer,dated June 8,1973,as follows: BEGINNING at the point in the center of Township Road 473, which point is located 100.52 feet North 87 degrees 25 minutes 29 seconds East of the center of the junction of Township Road 473 and Township Road 474; thence South 23 degrees 41 minutes 39 seconds West on the line crossing Township Road 474,a distance of 2710.34 feet to an iron pin;thence North 89 degrees 38 minutes 10 seconds West,a distance of 197.7 feet to an iron pin;thence North 23 degrees 38 minutes 40 seconds East,a distance of 2695.15 feet to a point in the center of Township Road 473; thence along said center line of Township Road 473 North 87 degrees 25 minutes 29 seconds East,a distance of 211.21 feet to a point,the Place of BEGINNING. CONTAINING 11.504 acres,including the right-of-way of said roads. LESS,HOWEVER,all that certain tract of land which Donald W.DeWalt and Gerald M. Christopher, as tenants by the partnership, by the Deed dated March 11, 1988, and recorded August 20, 1993, in Cumberland County, Pennsylvania, in Deed Book `M', Volume 36, page 70,granted and conveyed unto Barbara McK. Mumma and Lisa M. Morgan, Trustees of the Trust established under Article Seventh of the Last Will and Testament of Robert M.Mumma, deceased. BEING known as Lot No. 2 on the Final Subdivision Plan for Donald W.DeWalt and Gerald M.Christopher,dated April 2,1987, and recorded in Cumberland County Plan Book 53,page 28. CONTAINING 5.3907 acres. PARCEL C ALL THAT CERTAIN tract of land situated partly in South Middleton Township and partly in Dickinson Township, Cumberland County, Pennsylvania, bounded and described as follows: BEGINNING at a point in a public road at corner of lands now or formerly of C.B. Mathews and E.Bixler;thence South 85 degrees West 99 feet to a point at line of lands now or formerly of Pharoah Blumenstock; thence by the same South 19 degrees West 1336.5 feet to line of lands now or formerly of George W. Richwine and Rose A. Richwine;thence by the same North 85 degrees East 99 feet to a point in line of lands now or formerly of said C.B.Mathews;thence by the same North 19 degrees East 1336.5 feet to a point,the Place of BEGINNING. CONTAINING 2.77 acres Parcel Nos.: 08-12-0338-060;08-12-0338-059,08-32-2332-005 and 08-32-2332-010 ROBERT P.ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE { �)) i~JF e"= CARLISLE,PA 17013 _ i Lir '� 717-240-6370 t " a 1 rt o � � i a _ Instrument Number-200732929 Recorded On 8/22/2007 At 11:57:02 AM *Total Pages-9 *Instrument Type-ASSIGNMENT Invoice Number-2768 User ID-RAK *Grantor-DYE,STANLEY N *Grantee-ORRSTOWN BANK *Customer-JOSEPH BUCKLEY *FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $19.50 RECORDER OF DEEDS DO NOT DETACH COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $25.00 This page is now part of this legal document. I Certify this to be recorded in Cumberland County PA 4{or cubQF9 * RECORDER of D DS \,I V11/ 1750 •-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 00D2AV 1111 131111111111 II11IIIII EXHIBIT D 13 # 1914488 v.2 UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA In re: . Stanley N. Dye and • Chapter I I Susan E. Dye : Debtors • Case No. 1:12-bk-00609-MDF • Stanley N. Dye and : Susan E. Dye : • Movant .• Magnolia Portfolio, LLC . Respondents . ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY AS TO 810 NORTH HANOVER STREET AND NOW, Upon consideration of the certification of counsel regarding default of this Court's Order dated October 18, 2012, it is hereby ORDERED: 1. The automatic stay of 11 U.S.C. §362 is hereby lifted as to the property located at 810 North Hanover Street, Carlisle, Pennsylvania, 17013("the Property"); and 2. Magnolia Portfolio, LLC may exercise its State and non-bankruptcy law rights and remedies regarding the Property, including, but not limited to, a foreclosure and/or Sheriff's sale of the Property. By the Court, 7-7,2_ , dIA4,,e).. 4. ._ Chief Bankruptcy Judge Dated: May 28, 2013 1LN,w1 10745389 3 Case 1:12-bk-00609-MDF Doc 245 Filed 05/28/13 Entered 05/28/13 11:08:26 Desc Main Document Page 1 of 1 EXHIBIT E 14 # 1914488 v.2 Qualifications '� Z & Ex erience ;n p � sf li r. z a'" I � � � °� � 1 � iai�r4� 1 .'. �f r a:n. t - r z `g ,� 4 «. r I I I I i a., „,,."� {ss. ,.k M .,..-....f,„1,--.2,.,.„ # -.---x `"t 5.. -.. ' (� �,„ ,. I ,fl( i f yew rY# s' i " ,2",":;.:,-".„.71-2,`.,..;;:::,,-...<",-.:::,-;:- "`� �, a z s a i i l i l i i i l e - r ' f• � .a tt r �a a , r , y t Y [ ..,� r t a E-icist-- ,•r,. , . .-,,,,I,. , illt.-74t c-1 ,,_t kr- ; lit. �P. e a,P z �a4 rt rt' i .. `'* kt ,.„4 . ..N......- ..-- -_ED, -4...„ £ S S ' �LT�'-'''.....4.*.`1 �g"eY 5 �� q IT,, . T.,...,...,, (IN , .,.....,-.1 ..r,----- - ,, _ ..,,,,..„ ti ,,,,,Y,ir.z� ° r. ' # ,. it ; y' �y' --u� z'S •v v{ �..� _._.. c �....�.�.-.,..M ,� �a .1..-a, -,413;--,,-1 �t..,._:� a r a s a F . �f I ` is b i �i contact information Dean H. Geis N Geis Realty Group, Inc. dgeis@geisrealty.com Commercial Real Estate Services,Worldwide. tel 610 989 0300 The Information contained herein includes Information from sources we deem reliable.We have no reason to doubt its accuracy, fax 610 989 0234 but we are not responsible for errors or omissions. Table of Contents „ 0,-,'rr):':,.,ir„.j,=1,,...1*V.,, ,•=4;,.....,4.3 ,„.,:,::.: q g"'SlS '1 +'x^4 3° p, ,,,„, Vin'I Mg�1 r®c�uciol .��*, E ; ` �I: � '®o tN R `! Group, Inc ,,, sdes�`i�+- ems` 'Sr�.• se,'. w ., -1' I' Rsh1 .�Sp�1ecl Servicer Assignments x Urokerag v ;} Cana ® ® s �t�ton v,. , � ,+'”'-� ra y r*- .',•' f ;' 5 a V4 C keragerServices Sri �` ' gi oAt z 0.G Tenant Re®rese tation l T� =V1' Healthcare Industry Re:ed Services v 4 (� VII. 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''-', ::F`,•;.�ar...� .:;L,'.�,,.ce.:. . 4. .-7 . 'V-44..}:i.^� ,e; ;',r: ;:�iii�7'y� L4:.; ,-,:r.;:vl 4..i' :'�•" -5�'?: �: .�:4'�� j s ,..., ;:1:,.. =• +•. ... ..:ice��. .- .:Sy::' i •::. :. .. ... ... , Y.�• S!Sir-a:-%%.�'j,x{3 �_.���..fS• r� x-C='ve i :i : °:'_.4a i ` Y b.fa P: 4i3 Into .CSI I ct l0 n d �•- „„n 4 i. This pa;-kace is a brief summary of okl:';aatinilli'tc: rom,,r, ,�G,, ,,.. ;�::. r 8' :]ter; sw C...experie,ce of eis alty Grou 0� !::: ' >x.I' �u.:.:r..t1;�j.'' intended tot provide an outline of Ccoriini.f� 4 1Rc°cr1l L"'k. ., L . . 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'A., .��< r,Ys r i.:�:r , ; wj. ....} •.�i.S.•••.....:t' }J Y x ., ` . 4r�%+ + � r?`.z:�4 � � 5 :K Jy r:��`i�:: .y•. .,�y 's�.;��:,.'ati 5'r z••.'s>;• ;ecro � $Y z' ca: = kFv . ;r � 6 ,Y:xr:,xy =r yiC. . ..,, :,a;-0?°A•.::+.s,+s .:. ,. n - s i`j i.: i a � i i ' ?[ �+n2 :adSY} :i: :'S`:>%:•:` :!. l a•y'•..° :' : `:!Ti"1;Yr?- ....r.,..,............ ...-...,:•...: - • W n?'v ri r 9ty.ls�C'iw�� :� � �-..x�'n•� ;'ma 's: �: L w'i` ` �°J-ati,���.Y- _ .1. .,.,..:,... ....::.., .. . . .' .:• .� a �Rw uk.r x y , > t.: ,....,....i:.• 1 . • �.$4t ;,,t.:1r•:'r `;, •-f 1).41. : 4bo:itt iVJL[� -_ ,°•Cllr}' Gi'oj7, �1?C. 3F ii1,;(;;;;141;:•24t:'"41,NAI Geis is a full-sere ice real'es ate brokerage firm foi med ink' .•! `rTaF x•I a :if :" •lh - : r 1(92 d comprised of . . e of the top commercial r ck • rs,k,.., N- � :y , r s , vM� , :_ 5 "�,.'a 4 µ ! . ,>'•4 , . . ! � -urn x - .:• - r R� $phia and th :. . suburhs.. �clditron t t G�,;;•;•',•ommercial Real ... t'i0,t `: ctie.e ' 's`'we,jiave y 'r ••.(.:951.:i A..;� d _ 'i•`1•!y' ..r = if l 1. . }'�: y+.. r�z�;•,'.�, rs: developed specialize •. t _ ;•> • . ..t .. .o-. F c u:AH Y.'.,r a ! 3 g . clients. This section pK.OV,0t ti n 1 4 x . T: 1u Jw. k' [ h'.. S•.:.�; b ' `+L°'sA:+Y:•:: z;• ,2v•. i•_ .i tif..,.. 1 •ti 5, p4 n '•=fir Y . r .., g. ;:.},6: _...ray„..;' .... ,......,. 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, r 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 r responsibilities with the support of seasoned staff experienced in working with a specific asset class. s 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. N4I Geis Realty Group, Inc. ,1 .... ! .....�..' (Y+`$,CII ..13:',3 . Y'.1e'S; oIt _ o: T!5 .,f1 .,[i':,ift) /-{'ea 'Q s . 4n. y<• c.�,�y� "A,a�•. r�., ri: i .. fi7_y,��;y F rtc&i. �.;� . ��, nom.._..�..,,a 3s: c r'.{r^1?.t i-fR'y:` .:;W Y;`K;isi -• s.c x:4'-:.42;•`.7.;;:;+: .: iq. .;,:pis41:+:^' .:.l;':"-'?.'XI;.;w_:u:�1� `,"..'.�'C. ''+'' ':^s?pt: .I R+k•S .r w :4:.:,s:°r.'1 .:iv: ': J,'6:r:r:.g;;,IIA:y.::Zi .. .IiCi.Sb i'°'S;" .�R:��� x�•. .7¢,x`+3'•.�`r;: +1 .J�� .��f,_.. �.•. t.+,:•.. :,x. . .-'E;',7%,.• •i.A.bt;Y k.... :y! :lly,. 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'vr ', G i4 ervze 5! •4J11`� ts. . ,„ -i'• W1t9Me 0 •i r .` t over the past three 9">v%sT7•r t i & g:.::.:;.„,....„-,:,..,1...::::„..w.'yt y =F 7`:�..4a }4: A` �.t.'1 .- s' ve e L u,�g I L ' q to include representing 4 V• ou ce'' '` '"'�. . a `'',e oreclosure process •:y„;:�Y: ;:,._` ? „ '�r , an. -`. �*it f.m.1.42i;e i I `ervip \cj a?1agrng,leasing,and f r::.: `? f wFzR, ? disposing of :e® . Attached In this seZtiO Ilse.sa e ' recent and ,, assign 5 =. 5 ,. ! i l Srf J 2- S y .... P" T�� 4 Y� �I �( %� > 1 ' 7b - . s-s.sr r.: ( ' s `'rr'I :.0 d .„.. aR ,i S.;?-.:r£6 Ny .s ; a ex'.':.A,r-0.w' : ..•i' °+:X•:; +3ai! wov ' '„ .ro' ..jInyr 7 K a:,..q.• _a.,.?+T siy i.,,i�1;i. y < 5Y�� ,�� o7Pr'r:. .° • [Y 4NaL�y1:ayf} ,"'S •'y"� e Y'#:+fr:.';%C. .• : ,; f_ S Stisii s .ry. ,; . : -�E;;. . - W :f I � . 637: . . :u �x•,: :ie. ... . - .. . .., !' C + irs�4; .i.' ,wF.� 3s � Z4 ce ss:SL A �' �: y jv= X xi �;s.rs y''9t..A:!t ir;`eF::,..- Y_ee s:".47 r . . �0.,,,i,,o.} y ih` rr i q,,,,4,e{ ,>K e:_:5'yv,.?„a !x 3.;,,"-„,. i: ..+} r�yfr :,jor .. �; 1 q r { ? IV' . d ` .( ' 55 :� s' .Y? i7;.;Y'G a kC� KF b` S:4+: '•;i te1 . `�A: :4 b = '"a �^ tO 1:..knitiZs1s f c.�.4i ,4�Vr� x n 4... 6h3 sr.: .,. . �•!, r. - l _' vM 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. Y £ sly F iil, 't f'-,.,k e _rte,. _... 1 , IE17' # ' l¢ 11 z t ili .- ..:: NAi eis Realty Group, Inc. G y p, Receivership & Special p III Servicer Assignments 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, '1 King of Prussia, PA 2200 Renaissance Boulevard, King of Prussia, PA completed in March 2013. 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, PA, completed in November 2012. " , �_ _ 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, _" Ardmore, PA two-building apartment complex located at 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. . '. . -m� UNDER AGREEMENT 626 Jacksonville Rd Receivership assignment in progress for a 91,000 square foot Warminster, PA building located at 626 Jacksonville Road, Warminster, PA. i [ ` 6 f RECEIVERSHIP 7 � \;: 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, fk� : ,5 ,fj r 1Fj, Blue Bell, PA. Bids are due shortly. MARKETING NOW N Geis Realty Group, Inc. , -,c - ' ' -14‘1.'14 C .4i' ', , i'...'P,AtiillY-ti I CALI 11,,,y,.., , , J , . fiKer..aat. -...--4-1.,d1,-,.; :421.,,y1,,,-;•,-,.:7.,..ifi,i2 ; p.,....1„.,..;.i.iva.54.i. -P.,:23::5P'7',',I2,4i#711. R.. • Q.,yr.i.,,,- D'ISI,s:1'•kt•It •43-,V0.41 .,;.■4k.,'!0,!?.1.1.:•-r'f;;I: !P''''.7%.X:4 414 41,C=oel,.'3..! i"..;714,1t4 ;Virr„....r3..'w .5.-'0.5ItTaxr".,: .3,..7 ...1.1.......1 ,10,-,..„.v.,:z .....,r,..!;,alw.N,A, i!p5P4,11,di4.3..,-Nc! ,-"",04',.*: :a:Au:M:1 ,,:kii,.-IN..,',::,,15-.., ci..4.o...... 1. ..__ ....-....,.-.-,.....iwo,-..u-.re- . :. . _. ...`■y :,....1 i• .7.Z,A.)..„i• , , ,',...'• , 1,1,..:Te.p.-.7,6-.4*-tia:k4,17,-,11.-........,(4-A.,,-.9t-..4.,..c.,:-:.:;;1'50 ..,'..r..:.;•..,:,%: , .,:,,:**,.1::!". ' V t tiZYgekillji!_aP3:73:1:1?r,It'lli.:1':-:,'. 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I :i 14.17.ir.11:,, ... , . 4:4,1ilik .i. Y 4,'???-'/414 .5:441..4-••P'i ta ,...0.4. :A 11.••,kz;;R:.,UAN Bi.o cei-ao-e- r_ ervic,s .,- kertglIttf;:.e.1W--'.# Landlord kc''it 3)-e's Se' citron , 4 - ' . - ., -,.. . •,-., '...,- '... r,,, ,A' el ' i'-,.ttk ' ' : ',- .. ',_. • ':, '1 :, 1,S ,,. ';.- -:'te, ,,, •t--' . Throughout our,twenty_on e-yearf1s_tory, Ns,A I Geis has -, r...4-,71-47.',-,;.4.,.:,;44-i- - ..R.,;".., 4 .,}1; • , ' . a M: .....,-;,..„....5,...0,t4:2:A-, .36 :it.t.i.er.,-.4,1,,,A....ii - , - , -VV?i,-;I.c.*iii":'-:;A:\`5''''''.`'N 0- .41r;41'-'i.;'4.-I''''4j provided profe,-;sTional cornrnerr_ml r4%, e„,estate services to'4-JI, .,..„,..„;,„,......g.,..6.,...........: ,z. owners. WheriVueformed NAI Geis in 19 1 .. • -„03.:i,c•resente i• -,. ,-1 -- . - i,i t, '',:,.--I,., , - • ,., I 0'i'9.:,-:' 0 t:din ei; .v,-;., ,aait i'E;e, primarily Institution! 4 r-, - 14:•...,,,, , ° , ,,, '1•Y",7.14'=',1 .,....,4,4,,..0 OppliTItt,01 Capital. Our pro! ,,fms ;,...ii,.-:.:.%,A.:?,, ,f.i..,.,-x. i:gzsc.,,,,,..A. •,,,....,..., , a..,„ i„,:- ,,- , P 4,,a260, ito -W.11,1 (.-,.,.. Jd411).;, ..,, .,...0 1 4 46.41 f ere developed to 8 e ..,..,, . ,.”- -- ' --- .c --1 •ces - .6.. . -:(..7;i7;-..1. 4.1."':•ey'..‘1;;;;;',-)0.;34'2, '..Z.t.,,,Wte...'..-.F.::•': ,:.....,:;.•••,.1.4'4.. r44..;.:,..,'.. :,,:•-"..1 ,..lk 0 : t ' 4 1 ?w-- w '' •' :vt., st......Terci.t.':-:...:•344a.• , 1r ii e; - .1'1:),Ailtlif:,) c. I r I•..,".t`114) .9 rd ., ,i,--,;....4.,),, -, 4,1..i.:,,,, ,,,.. ,,, ,.:..,, i,Aii,.., r.,) 1.,-,1, ,........., .pliti,-,,,•:,-;:....173-- . , ..a .. i ,..,,,,,,:.;3•,,,,....-.,...-•i; , ...-",p/N.,:c1 w • atttd.......... ',•4: iP 111,1••••..4:.-;'''“.:''.',t" . 11•47,,:i ' ;;„.,„..4, ,,, r.t- otAft=t7„, .: ..Vea'..1 x . ';`.1?-::';''',ti, v41-::70,,41.-.s."--•::Ni'i •:;,,p,va., tg:t viAn.-..,11:',frtit, i 1,'-gt4-,0 ,.,.•,,,,,4;, m -I, ttti.-4- . .. :,-:06,.4.-.:.?.pt:;.,..,•,•=?.:;, •,',,iii.,,,,,i01,4.:4,,- alit.::::z.:41,,r,";,,f0 - ' ,;.0. *-•,f,,..-', '.06;-(h - .-.- %.,!--.:1 ''''''...:E■j'''....sI'''''';' t..*:i•%r<iA.;."'...Z... 54T f`?"'16W00.4.441 0441. ,.'f,:,.:, -,".." '' L'`-,.A ',., .: , r t .,..4. tifit.:4',44:ZZriZAV: .4: .tZ't(Fg.4".;4t.;i4P • p. :-'4"-;'.> ' ":y., 7; A . .4-,•-:',. -,;---, •• -•'',4-4- - 'v't4'44tt-,c47.1...e 44. . -''' -.w ' .7.-',"--''-•=":',-;-,',-,: . . , •,"„ ,,,,1 t ,,.. — - 'lit r it r. -- • , , : .. .- • . , . . ., Joktti4.111 .7,'":1,, ,,,,- - c,-;-,, :: ,,,,,-',--.,..--.-',6z--.•.,-- Brokerage Services • Landlord Representation IV 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. ' � 4 f cz`'s In the Philadelphia Central Business District, we have managed buildings from 90,000 square feet to 780,000 square feet. F y f P 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- 8a000 square feet • 901 East Eighth Avenue, King of Prussia - 60000 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 - 252,000 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. 1r' 0 sue. �l Yt' by ,k gib i 1 `SekS'2 1 { g { ;�b 32 -RikaT Z 4 1 41 ,. Z T P141 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 780,000 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 60,000 square foot office building known as The Merlon Building in King of Prussia, PA • 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 N41 Geis Realty Group, Inc. . •. . 41', C•t :1 1iF,1°'&� "i .(1,i 4;0••.4';.,■•.,.` 1t:e57i 011 1,-°-€t::.;. -t`n:' i _F-..tea ::;;, i ,^olvE' 1..,°:,:,I '.:k'i �t 4' le ... _• 4. .;;r.• ..ry i1c1• _ H"X .. .•T,f:, .3 �:2C :1 .1.wa..,,::Tirf:a,ZV .:: :.. F "!.+Sf �,�. �" 'Yw. x:. :% ':` :rve.v•.`..fia'" .....a4:::s2pe�.e ,=.s:'.,F;Si.4ar r.• .r pt�..<. .-$�; 2n,K�+: Y••:.^+".:'i .? t:.lv" ?�.n, .�.i s:;6�' i'4::• . . :v. , ... .. �. .. ... .. :.. ....,...':. �y •�;ati°Y�:x`:�:,,�':f:s,xb; r'`',+•:5 ie' r^��'•^:'ia;:.•:3Y•i,`.�fac.. 2Th:�J'R���.-is'-i �'7. _i sis}si�rb.. ti2.:i':: '• i. p [�. I. ( : ::: ,.: :,._� "# ,.F� x. Broker g ervice _, y Teant Representation = 0G} NA! Geis re many ten is and ,ese t buyer locally and S4 .tea'" E '+"'r'.:'' iv`" - t.,: 'k' d .�: 5 E+. 3s i, x s°"i°.' y'' :,�!`, ,. 5 , ,5.'atfz ;throughout-the c untfsatis ing their.00oS. We have .,• i 1 g 0 -b".'_Tultr-face d tea with extensi •e experence ,,Pzs .. t -: 1 fw { y i to tenana r buyers. VIA•• r; fir,' ..� <'••.h.+'rr:x: :;' q 7. ,;; .'''/••-••.• : ,... .� .-r i t, ;.� ,li. :it +;'. ..:r >>ivt 's..:5,: i i`.ett specific need .bf the client-,`• ;- a [ r.- `•titt:d i,eji =,; is , , F� ' po e b propert management r _ ° � $ i:A::s " - ; . -"t,s:; P� 4i.: :5' W4l .r• f ,lent o Y+7€ Vie.; ;. ^ . ' -'�" ' .: F .n �iT ! rSf �31F/ta f A �z 1, 14.4.��,s,� . <.i .:� • F J•r . , ,tF ` !',>sy.s le+.akik .'4::',,1 1 ' ' : _ .Tw',�.y d 'Y :1',:/:. -A.:;.-.'z:-'+:4:-:1,4 ,;:.e.:e';i'•'e. X c-r:v`si .f r,;l J1„ ':' 4„, ,y •a [fit°`d fro r&s !U.r..1�F t' .. v.,t�..i .. s_?..>:::^t3:ri.w^GC::'•;g -c A••A' l° :t w..,:-"""" .#T^'° r ,i ' . .: n ” g� 5.'rv' �14 t ':°� ' compietio = , q t a • •.� - :, Nom+ •h � 5 4 p ,, FLvi kyCe]g -4 rrs:• `,;.' a %R∎ A b " h'- °aA 3 * } y ,:J:.. 1' �:i/h Py SS. Y„/!'!. .. : .,l ' '' + `1' lS:. r ) 9 i x i �' 1 , : di �7r r, 1 t21 Brokera` e Services - g 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. r In 2011 and 2012, we represented tenants in 105/ease transactions totaling in excess of 1.2 million square feet. In addition, we t. represented tenants in 18 sales transactions for both land and building. f c sF.sy S. 5 ' S '1 %4 1,5, Z E 3" gg ---7 �y m 7 . *`� $ y ` ,i f I S cC cr y rs - E 3 3 P � ,, r NAI Geis Realty Group, Inc. I' -,,.•••,- ;v v'.‘,?'.':,,q 4,1 A vl ICI r..,g;;;...J.q :vp.ork.w1;Efiiirt-3 i :,..„., , . -, , .,,. . ,.,,..,_....v..e h.• 3%* 1171 • . 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'•4:_:.-.• •:,‘,'•;•, ''' • • •!tf-r. .'': ..: ' ".'.. •..,-.--., , ..': - . :C.,- It.,:, ‘,..lite,,,,,-,,,_"- ‘4.7L:2:.:'•••'-' .. .4..' 1,l'.34-,..-....-"s .:fc4;:„..-,..5.-rZ-;;q:. - 2c - - „-.,,,......,.....,-.-. ..-..-.-.....;.L...',.:.:....,...,,,..-..-........,....!.:. ,-, v.- ,:-..,.: .. .. —.."--,...._ _. M,5:,..'.. ..-.:-..........-c..__,,, ___ ).—..,......,,,-.„:„...,..-.....,,,..,...... .._: .._ _ 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 satis>•ied. -NAI 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. -NAI 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 identify, negotiate, and execute leases for these hospitals. At the current time, we have over 130 of these assignments in progress. ri -NAI Geis provides lease administration services in addition - to our billing and collections services. To manage the lease w administration process, we have developed a proprietary web-based information database system. LEASETRACTM 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. -NAI Geis currently has 15 acquisition and disposition assignments in progress throughout the country. Where a 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. -NAI Geis performs Stark compliance audits and site visits to assist our healthcare clients to proactively manage their owned real estate assets. LeaseTracTM Oririt t s 4 °b2 , t 1"4"0-09 t 4 #"I itf�t511 '' n�i wi ?5a214 7: uuaHn '�F r•y srt� or y:Zt pigrai9ri tafY�aK r re -_ XY2:h.fOtt/ Lafayette Caws TOO. 15A0 1113 t/t1 avG119.i- 03/01/03- 01l01f03- t Notice Date Report Filter. CMOS COmmens(=441 12131t i3 IY31h3 12/31ii3 :Building. I Narrow by & I (4411 oR INC* Lafayette Cow:200A •FFDD 1:/3U1,COm MO1 U* mOni Tenant: Narrow aiyTenanE[Suite No](24S] risiocretei, OR ( 2] Yaraxdt 'WayEtii Cbvrt 1046 3044 _ fJNI.11 QF.PENN'DN43', �. ,,:.g � ]'431 Common](•641 '94i:4:it'd Narrow by Campus Affliallon IR5T Lafayette Covet 304E 3$00 '12+47/04 - • r Include arc-hives Wb'txnt,l Commons el (fubtJn.nt1. Generate Report J�7L financial Lafayette Coup 40 450G Ox11i109 • • {A �1 COmnt (1643 DE/ Laroyttte coon 5417 9100 t?f UC, OtNLto. 01fO1PO4- Ce+aPanyi -Cemmene p59) O1JOlf09 1:/31/07 N41 Geis Realty Group, Inc. .,: C r .0,o,. ii;?:;3.s'::r0.19..: xi ;..0 .197 %F.01.1-r"-! t fig... V '' S i { r `:,s i.,5;ifi a� .. •••••.••kiS'sr :) 1 i 4'i$ i " .Ri.:14 h > C',1Xkt. •1 f'{;E ,, o Y. . . . .L• t F'�.:x�3.1`•.•.g.g,t*.e.gY'x�(. :yi sr"Ati'�;.3'::. ., - �w:. �) `�',['�:'�.ti4t:�'w,:A, '-�-�+i4:i+`xF„,}�'1,:r ,k,C�,:::�a�,ri'-'L�i'�``i• ��sY.S• yfiw�'F:-�•- . i. '�%,� `r f� .R.t• .'�'i. �1.:•.Yit:�. :t'- �� •{A��, Y,. .Y,�:,'�},x;�k.:.A�6�,^; .y. ;a&'�t .fi.: '.�:ti tc• i.f: V.r- : S4?�i •"(�.r�!A�a.'';;$?'L',%i:.. y,,:. 4':.'seka";.,f;: a:?„y .1..” :.�A w't,:'A,r,.: �J.�.�.:;:�'.ex'i. '�sj+:'s"���`}:;a+sT..•'i'S.'".:�li ti fi' ',':r. ar:�i:��'� ;:f'�;'. �•t,::��'"..:%r ti^r„A:..,s�x.:.'.s�.t::.e :"s{r;.':'st*y r,::°` ..(•twq. sx a�a... •r.+' xir• Sec o o,� �: �::.. .:::�, J• { t:r :mss-•t•'.;;r;;::':' .;,.;;. . f`,yfs,.:�r'S'•'.•,f,.-�!:.y'�,;1`jc.•"FiG�.:i%�•'t�.'�k'�:a'�.":.. ? - :y�y. .. �a.l"I`,:tiY: :t:.,�s:bx .A...J.i'',ri-"._ ;.k„: �,-, rit:aw'o� `y'� a�2:.;::,c1'. ire t Y:.. )Y,i,• `viss _ :rl r :tr:��._ w4. t.io. ,Y .}r R„ yt < f�'wt�a .ia s ::; �A:i�k'� ,1Fti r:^�''^'i.:•r•bir:4:'Sar rS. <tr.'.<:%r"',s'..•:::'•:•y:'..,:;�� .•N ���k'�f'sor�'r.�r�Tr• xvY;1°Y � i.'�; wx„*,��';,is�rt•t4t,�y � e � ;� 5�'::.t;Ti�; rY[ • •• j r ¢' iai...a.ijEr,•7 orate gtF .it . s:'x " ¢ ... DNS � -L 3 Other Re'a � s cite Services f. • ; y s i iNA Geis provide ,,a1 i A 0:ttonal services to o . , .H. r ,177'1�,.2SV. clients. A sampling 1- r tik �,h s section.• g 7 +' .;,:':; : O, s" ,I}N�eA ,;.' is F 'S �-'4-',.tk s ( ', 4 . :'i, .. 0 4i.,y-:'i':•• 'Y'2741 n" 1;1 FA }., i ,.,4 ,te�,,� _ ',�t'(�;, 4, Bbl h!S .''.t j ,riq./' $ 'r 9 4.,. .,.F ,,,M17�"-tl'."t 9 ^v;r .tykr,��: �A Vk rt e"F A•• ; �_• r " is a .i '. • £,i1,..1 w., ,'A 2 4'00i. " :: `�- ••lic, 1 - �` 9 • s5n °e.t i'f'tt - 'L,- Fi 9 y c r . ,y 1 •i %.":•� ay? '-• ,,j • s • \ F t �3 h w ,, __ _ :tom`:•' s r L F i i ! t _.. nrs l %,.si Y;':3`gs.•.`: fps .�� yA SAS'^}4i;` skx:, ^•':• ti I i ppA ar.: -,', ...•.'i,:;,;:..",..•:11.1.<::'•.r :-.•••,•:,•;!:':;:••••'• '''', .''•'-'...4;': !:14.?Si'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; fiµ Y • 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. 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About NAI Global VIII p: : - �� S , : people + p _ NAI provides clients with ° 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 secondary and tertiary markets worldwide comprehensive resources, • One simple agreement to start NAI offers various core project or portfolio work ''.-1.. .. ' , . ' A-, ':' 2 14 • Customized processes facilitate competency combinations : ;: consistent service across assignments and geography tailored for our clients: . Brokerage Services Corporate Services 3 ' 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 "f intelligence and custom solutions based on to listen carefully and understand your 3 specific objectives. NAI offers a full spectrum marketplace and business opportunities. �, of consultancy and transaction services Our approach is consultative,partnering r including single building,portfolio and land alongside and with you as one team:starting acquisitions and dispositions, project leasing with an advisory&planning process,we are v build-to-suits and auction services. able to align your goals with your needs for ` transaction management,project management Investment Services or portfolio management. ' jai Our investment teams represent clients with Management Services i - every type of commercial property,expertly g - navigating the process of valuation and We practice an ever-evolving strategy of ' due diligence.As a global organization,our being flexible to the customization required ' r , r , advisors have access to broad capital market for reporting procedures for asset,property or k and institutional relationships; as a local facilities management.Through our platform, r£ advisor, NAI delivers exceptional marketing we offer our clients the benefit of local ' i and intelligence,and the ability to offer decision making,leadership and relationships x75* j` related a la carte services such as property that are centered on and in your market.With a` - Jxp � z .. - management and lease administration. the ability to introduce you to relationships .y a nationally and internationally if required,our scalable services contribute considerably to your success. N41Gets Realty Group, Inc. About NAI Global (continued) VIII Corporate Headquarters: NAlGlobal rr..YY..YYr■.■■■.■ .:• ... a 4 Independence Way •• • ;;, •.,. ••• • Y rr■ YY■■ Suite 400 •• • .■Y ■ Princeton, NJ 08540 1. .. . • : : ' _ . r (609) 945-4000 Y... (609)945-4001 (fax) _ • Web Sites: Public Internet:www.NAlGlobal.com Private Intranet: members.NAlGlobal,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. CAI Capital Partners LLC, the parent company of NAI Global, is a national leader in real estate services and investment management. C-Ill 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 CAI 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) N4i Realt Group, Inc. eis G Realty p� 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, !�7 K, global service providers have emerged to fill the void. NAI has offices throughout America, Asia Pacific, Canada, EMEA, and Latin America and the t � ` ,` 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. IYA1Gees Realty Group, Inc. - About NAI Global (continued) VIII Gerald C. Finn, an innovative leader and a prominent New Jersey real estate developer, incorporated New America Network, Inc. in 1978 creating a national market J S 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 P business flowing between or among companies. �y it Mr. Finn recognized that a national and global market- place supported by standardized state-of-the-art F b► 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) i. or a co-operative(shared ownership of existing k. independent companies with a central driver) model for providing real estate services, NAI created a hybrid ,m yt ; organization. NAI combines the strength and control of a centralized corporate structure with the deep local knowledge, energy, experience and client focus of '13,Pittte.15.0,14114, entrepreneurial, locally owned real estate companies. N4IG eis Realt Inc. Realty Group, About NAI Global (continued) VIII Local expertise nationwide is the , f f foundation of our success. Incisive local } market knowledge, enduring business �` ' • x relationships, and an entrepreneurial approach to problem-solving distinguish °� eilf'ppb NAI from its competition. Our extensive experience in strategic dispositions and development capabilities make our team • uniquely qualified to support our clients' real estate requirements. Client ' • service and professionalism are the firm's hallmarks, which have earned Ub lorinot! „wit NAI an outstanding reputation as one "• of the region's leading full service real r estate firms. F 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 ` z. . _ exceed our clients' expectations. Each individual member of the team has certain and distinct F,; responsibilities that blend to guarantee success. The team is supported by a seasoned staff. _;V: We utilize a "hands on approach with each team member using their experience in working 4 with sophisticated owners in maximizing and maintaining asset sale value. 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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, ,: , has represented many of his clients brokerage, accounting, and construction in transactions throughout the United management services. Since founding States and Europe. v ,� 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 Fox Realty,the brokerage affiliate of The Fox Companies. Representation 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 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 f 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. NA1Realty Group, Inc. Geis 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 w , 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 p the summer of 2003. Shane specializes NAI Global.Tom's primary responsibility is the Philadelphia Tri-State Metro Area in the leasing and selling of office and with an emphasis on Tenant and Landlord investment ro erties. P P ,e{ 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 P141 Geis Realty Group, Inc. Resumes of Selected Team Members IX (continued) Jeff Zimmerman Mary Kay 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, Vermont. Managed the expansion and staff responsible for a portfolio of 6 and renovation to the Stroud mall, a $34 million project million square feet of office/industrial in 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& Fitch,American Eagle Outfitters, PacSun, Lane Bryant, Education 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 Geis Realty Group, Inc. • 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 Gets Realty Group, Inc., Sherri's diverse position of Controller. She currently background includes roles in property maintains all aspects of accounting, management, accounting,operations 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 N41eis Realty Group, Inc. 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" Y=t' y p ,.; R; • `',staff to satisfy our commercial client's real estate n ®t. vi. :..",: • ;s' "`o�':::':']''+` i :ag .4,,,. _hav1e full•service brokerage offices in Wayne and Philade •�T�-y; ;r• �1 .ViR ;'1:1`°14-'''''''''''.4.5?.cR ` ,.Pr r�risylv,lnia and a majority owned office in.Wilkes Barre, -.., s";z , R','^,£;I:k ii Ear a._?.t .^. ,, ., a;o..`• • Pennsylvania. ` °: r .• essionals comprising NAI,Geis have "' •.�,I he real estate prof ` ='experience not found in typical realrestate•brokerage �, tn4'r• .??..t g:.;',1`.4. 'µM1."..e!iv�i,,:-i6..." y - ....... f yf" i aq•"' z- corn�: nie The per onnel that 4y t e:'the brokerage _• . ? "psi •• '•'n'�..1. "�1 '1 • .4;.0 I },s' x '.r h, Y ' y;• . .4`rpa ;; ,,'\'5 �. .ef,division have been successful' 1t1s® ki e in commercial real ^,:,..,„ 1 `.,us,F 'F '. :tea -.t7 .�• .. .: - v e_rate an;nverage of twenty y rs'Th c nstruct!on,group has In cX.c_ss Uf t �c my y ,Ir s e?�e ie"'c.e3• �Tbrokerage. •staff and �. --s : rat. ]„#r m ,r �, pry R W".41',4.161,.;$ „.:...; all'-prnperty':nlanPgers ]r license°,real'estate salespersons.,. ,1 ,s O tt i w SYfY „+fey ,'' a d :1 ,<, ,t,:ft' r , ax: ,,! S* :,, v 1„1,{� ." - Y ey •,,:�• �:ys� i, ,F •;: :.t AS outlined in this report NAI G�,y emplp ees are ., - T �* a ' = experienced in all aspects of cQr e .., 'a estate•including " • • . management and disposrtivn•of a :±•4 ••, ;"pecialii ci services ; ;:�,- forthe HeLiltllcere industry:ind fort . c..rsii ar Special _4 :,-.uu•;t'17,s . . t i:T.6 '''°''' .?:w..�'iowl.K Services`, are iriclucied in S•Cetiens,;ltl a,r d,,,t,,-,,, ,,,,,•!,,.,,,...;,..- £ . 'a ,y. .1,1'y1°w 6 i''S#' • ' !�:jr4.� M4.V.V te: - is � sir:r�: t 5 �r L` rte,-,"�.<`Yi "'� : t e+' .. Y�!i' 114 ,:j•'•+'Ri ik S _ - rf4 :7 !j '-rte° : :3#...'� 'S ''�'=� We •took fOr iii ci t0 �COVICII 8 C�`" C?..F•i`':,:,?;;e4', rr; ,0, aI - ~�s,.�F••i r `w s � s Estate Services to your or9anl olci ..•ty4.,,,:,1:,;.,.-ifit'nifi.,,,, '! 1 rx.c;,x x Sit 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 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 A. 2013 N1914488 v.2 CERTIFICATE OF SERVICE I, Steven J. White, hereby certify that on September I 2013, I caused a true and correct copy of the foregoing 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 c/o Steven J. Schiffman, Esq. Serratelli, Schiffman & Brown, P.C. Suite 201 2090 Linglestown Rd. Harrisburg, PA 17110 "t- Steven J. hite, Esquire Attorney for Plaintiff #1914488 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 AND SUSAN E. DYE : No. 2012-216 MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF'S MOTION FOR THE APPOINTMENT OF A RECEIVER I. MATTER BEFORE THE COURT Before this Court is the Motion of Plaintiff, Magnolia Portfolio, LLC (the "Lender"), for the Appointment of a Receiver to control, operate, and sell certain property owned by the Defendants, Stanley N. Dye and Susan E. Dye (the "Borrowers"). II. STATEMENT OF QUESTION INVOLVED Should this Court appoint a receiver to control, operate, and sell certain property owned by the Borrowers 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 Borrowers are parties to a Promissory Note dated August 20, 2007 (the"Note"), which Note evidences a commercial loan (the "Loan") from the Lender to the # 1914488 v.2 Borrowers in the original principal amount of$485,000.00. To secure the Loan, the Borrowers executed and delivered to the Lender's in interest a Mortgage dated August 20, 2007 (the "Mortgage"), and an Assignment of Rents dated August 20, 2007 (the "Assignment", and together with the Note, the Mortgage, and all other documents evidencing or collateral to the Loan, the "Loan Documents"). Upon the recordation and indexing of the Mortgage, the Lender was granted a first priority mortgage lien encumbering that certain real property located at 810 North Hanover Street, Carlisle, Cumberland County, PA 17013 (the "Mortgaged Premises"). Pursuant to the Mortgage, the Borrowers also granted the Lender a security interest in certain of its personal property located at and associated with the Mortgaged Premises (the"Additional Collateral"). Both the Mortgage and the Assignment were recorded with the Cumberland County Recorder of Deeds on August 22, 2007. The Borrowers 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 Borrowers, commencing the instant matter. At the time the Lender entered judgment against the Borrowers on January 18, 2012, the Borrowers were indebted to the Lender in the following amounts, pursuant to the terms of the Loan Documents Principal Balance $ 443,182.13 Interest (as of 1/9/2012) $ 7,792.13 Late Charges $ 1,332.23 Attorneys' fees $ 22,000.00 TOTAL $ 474,306.49 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. 2 # 1914488 v.2 On February 2, 2012, the Borrowers 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 September 21, 2012, the Lender's predecessor in interest 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 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 the right to collect all rents and to apply all proceeds therefrom to the outstanding indebtedness due and owing to the Lender. (See PI. Mot. Ex. C at 3) Thus, as result of the Borrowers' defaults under the Loan Documents, the Lender is entitled to the appointment of a receiver for the Mortgaged Premises. Upon information and belief, the Borrowers currently rent the upper level of the Mortgaged Premises to a commercial tenant. Though the Borrowers' obligations to the Lender have been accelerated, the Borrowers have not applied those rents towards their debt, raising concerns regarding the Borrowers' financial capacity and their ability to maintain the Mortgaged 3 # 1914488 v.2 Premises. The Borrowers, have 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. It is unknown whether the Mortgaged Premises are fully insured, and the Lender is not confident that the Borrowers are making the necessary maintenance and repairs to the Mortgaged Premises. Failure to do so jeopardizes the potential revenue stream from the Mortgaged Premises and may cause a deterioration in the value of the Lender's collateral and negatively impact upon any tenants of the Mortgaged Premises. The Borrowers' failure to maintain the Mortgaged Premises could result in the loss of any current tenants and result in damage to the Mortgaged Premises, thereby eliminating any potential revenue stream f and materially diminishing the value of the Mortgaged Premises and any Additional Collateral therein. 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 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. 4 # 1914488 v.2 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. 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 5 # 1914488 v.2 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 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 Borrowers would be best served by the appointment of a receiver rather than a sheriff's sale. The involvement of a skilled real estate professional will increase the revenue generated by the sale of the Mortgaged 6 #1914488 v.2 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 Borrowers. Further, the appointment of a receiver will permit the Mortgaged Premises continually operational, maintaining all existing and potential revenue streams generated by the Mortgaged Premises, 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 Borrowers. Given that (i) the Borrowers have missed numerous payments under the Loan Documents, (ii) the Borrowers have 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 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 Properties, collect the rents and preserve all related assets, and the express terms of the Mortgage and the Assignment authorize the relief sought by the Lender. In addition, the equities of the case strongly support the appointment of a receiver. Irreparable injury, such as the misapplication or misuse of rents, or the deterioration of the Properties will result to the Lender and the Mortgaged Premises in the absence of appointment of a receiver. The interests of justice are best served by the appointment of a receiver, as it will stop the Mortgaged Premises from declining in value, and maximize the return on their ultimate sale for both the Borrowers and the Lender. 7 # 1914488 v.2 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 # 1914488 v.2 STRADLEY M SaOntamouSTEVENS ID No. 4017 OG, LLP � ,t,© y � Esq. ( ) 3 ,-p 7A . . Steven J. White, Esq. (ID No. 206442) c S 16 4 Julie M. Murphy, Esq. (ID No. 206265) �U C pt� Q ' 2600 One Commerce Square )% Y( C04 j� Philadelphia, PA 19103 A jy/A Y 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 AND SUSAN E. DYE No. 2012-216 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearance of Steven J. White Esquire of Stradley Ronon Stevens & Young, LLP, on behalf of Magnolia Portfolio, LLC, plaintiff in the above-captioned case. I �/V�k Steven J. White, Esq. 2600 One Commerce Square Philadelphia, PA 19103-7599 (215) 564-8000 #1915584 STRADLEY RONON STEVENS &YOUNG, LLP F L E to-0�-i 11 Gretchen M. Santamour, Esq. (ID No. 41720) i' f F,R0 —3 �fa F HO ro . Jule Men Murphy, Es 0` P `f Esq. (ID No. 206265) 2600 One Commerce Square CUMBERLAND Court l Philadelphia, PA 19103 PENNSYLVANIA 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 AND SUSAN E. DYE No. 2012-216 RULE TO SHOW CAUSE ORDER da of 2013 upon consideration of the Motion of AND NOW this_ y p 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 Za days of the date of this Order; 3. A.hearng= argument shall be scheduled for&4gLQ/l-"' Iol 3 and 4. Notice of the entry of this order shall be provided immediately to all parties by the Movant. BY THE COURT: Ca',Ec J. 444, s 9A3 A 41914488 v.2 F?.FILES`,Clients\15260 Dye,15260.I.Motion wpd t - Revised 10/7/13 20IPM Hubert X. Gilroy, Esquire i 3 OCT --9 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICESPE 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: 0 CY 2013 l B By:y II aLt.■,.. ubert X. Gilr• , Esquire I. D. #29943 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Respondent . r 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) OCT 1 ' 2600 One Commerce Square ' ! M EP;LA1 u t„J 4 -,, Philadelphia, PA 19103 PENNSYLVANIA 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 AND SUSAN E. DYE : No. 2012-216 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 Defendants, Stanley N. Dye and Susan E. Dye (collectively, the "Defendant" or"Dye"). The Defendant's Motion seeks an extension of time to file an answer to the 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 #1938348 v. 1 clearly granted by the Loan Documents. As such, the Defendant's 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 # 1938348 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 Pl. 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 # 1938348 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: Gretchen M. Sdntamour, 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 #1938348 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 AND SUSAN E. DYE : No. 2012-216 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 c/o Steven J. Schiffman, Esq. Carlisle, PA 17013 Serratelli, Schiffman & Brown, P.C. Suite 201 2090 Linglestown Rd. Dated: October 11, 2013 - Gyp .W"Nk Steven J. White 5 #1938348 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 AND SUSAN E. DYE : No. 2012-216 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 Defendants, Stanley N. Dye and Susan E. 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 #1938348 v. 1 • • ld .�y nuTnONO TAr J-O FiC STRADLEY RONON STEVENS & YOUNG, LLP 1 HE i� Gretchen M. Santamour, Esq. (ID No. 41720) 2013 NOV -6 AN {a: Steven J. White, Esq. (ID No. 206442) Julie M. Murphy, Esq. (ID No. 206265) CUMBERLAND COUNTY 2600 One Commerce Square PENNSYLVANIA 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 AND SUSAN E. DYE : No. 2012-216 CONSENT ORDER AND NOW,this / day of N0/4.4' , 2013, upon consideration of the 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 810 North Hanover Street, Carlisle, PA 17013 (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. 4. The Receiver shall be granted the following powers and authority in order to accomplish the purposes of the receivership (collectively, "Management"): # 1957151 v.1 • • 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; i. after consultation with and prior written approval of the Lender, to make any alterations, renovations, repairs or replacements to the Mortgaged Premises 2 a 1957 51 v. 1 • 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 of its expenses if any. All excess cash may be used toward payment of the Lender's debt each month. 3 #1957151 v. 1 • 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 COURT: • /1.7, Kevin A. Hess, J. SO STIPULATED AND CONSENTED TO: /STRADLEY RONON STEVENS & -ARTSON DEARDORFF WILLIAM YOUNG,LLP OTTO GILROY & F LLER ` MARTSON LA 0% CES / Al Gretchen M. Santamour, Esquire(No. 41720) Hubert X. ilroy, E •uire (No. 29943 Y 29943) Steven J. White, Esquire(No. 206442) 10 East High Stre- Julie M. Murphy, Esq. (ID No. 206265) Carlisle, PA 17103 2600 One Commerce Square Tel: (717) 243-3341 Fax: (717)243-1807 Philadelphia, PA 19103 Tel: (215) 564-8000 Fax: (215) 564-8120) Attorneys for Plaintiff Attorneys for Defendants Dated: UP-31,}C l )) Dated: ei / 13 VIH VIA SNN3d tfLL A1N(10O (INV1 43fW113 Lti :6 WV 9— AON(IQZ �1'Yl aVION011!nd 3141 An N 1957151 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. 2012-216 CIVIL STANLEY N. DYE and SUSAN E. : DYE, Defendants • ORDER AND NOW, this 6 " 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 810 N. Hanover Street, Carlisle, Pennsylvania 17013. BY THE COURT, Kevin . Hess, P. J. Steven J. White, Esquire rn r°n Stradley Ronon Stevens & Young, LLP z-^' . -, c -ter (f)r-- 2600 One Commerce Square v�. c► Philadelphia, PA 19103 . �-, z tee: /flubert X. Gilroy, Esquire , , 10 E. High Street - ,D Carlisle, PA 17013 �IGlichael A. Scherer, Esquire 19 West South Street Carlisle, PA 17013 :rim CZ) Pat LC, // 1.,A3 y SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson - C._ Sheriff ' iL kK Jody S Smith Chief Deputy w 2013 NOV 14 AM S: 33 Richard W Stewart Solicitor QFFIlCEOFTHESHERIFF CUMBERLAND PENNSYL. /ANIA Orrstown Bank Case Number vs. Stanley N Dye(et al.) 2012"216 SHERIFF'S RETURN OF SERVICE 06/24/2013 04:00 PM-Deputy Noah Cline, being duly sworn according to law, served the requested Real Estate Writ, Notice and Description, in the above titled action, by making known its contents and at the same time personally handing a true copy to a person representing themselves to be the Defendant,to wit: Stanley N Dye at 609 Franklin Street, Carlisle Borough, Carlisle, PA 17013, Cumberland County. 06/24/2013 04:38 PM -Deputy Noah Cline, being duly sworn according to law, states service was performed by posting a true copy of the requested Real Estate Writ, Notice and Description, and Sale Handbill in the above titled action, upon the property located at 810 North Hanover Street, North Middleton -Township, Carlisle, PA 17013, Cumberland County. 07/12/2013 10:30 AM - Deputy William Cline, being duly sworn according to law, served the requested Real Estate Writ, Notice and Description, in the above titled action, by making known its contents and at the same time personally handing a true copy to a person representing themselves to be Joseph D. Buckley, ESQ., who accepted as"Adult Person in Charge"for Susan E Dye at c/o Joseph D. Buckley, Esq, 1237 Holly Pike, Carlisle, PA 17013, Cumberland County. 09/03/2013 As directed by Gretchen Santamour,Attorney for the Plaintiff, Sheriff's Sale Continued to 12/4/2013 09/03/2013 Substitution of Consel filed by Stradley, Ronon, Stevens &Young, LLP, on 8/14/13 removing Martin Weis and Elizabeth Golstien, and Substituting Gretchen M. Santmour and Julie M. Murphy. cab 11/12/2013 Ronny R Anderson, Sheriff, being duly sworn according to law, states that this writ is returned "stayed", per letter of instruction from Attorney. SHERIFF COST: $751.19 SO ANSWERS, 6 November 12, 2013. RONtrY R ANDERSON, SHERIFF d co (c)CountySdte Sheriff,Teleosoft,Inc. On June 13, 2013 the Sheriff levied upon the defendant's interest in the real property situated in North Middleton Township, Cumberland County, PA, Known and numbered as, 810 North Hanover Street, Carlisle, as Exhibit "A" filed with this writ and by this Reference incorporated herein. Date: June 13, 2013 Ln f=' By: Real Estate Coordinator LT LXII 30 CUMBERLAND LAW JOURNAL 07/26/13 2012-216 Civil Term ORRSTOWN BANK vs. STANLEY N. DYE, Susan E. Dye Atty.: Elizabeth Goldstein LEGAL DESCRIPTION NORTH HANOVER STREET, (NORTH MID- DLETOWN TOWNSHIP) CARLISLE, PENNSYLVANIA. ALL THOSE TWO CERTAIN tracts of land situate on the North side of Pa. Route No. 11 commonly known as the Harrisburg-Carlisle Pike, lo- cated in North Middleton Township, Cumberland County, Pennsylvania, bounded and described as follows: On the west by lands now or for- merly of Sun Oil Company; on the north by Lots nos. 667, 668, 669, Block "A" of the hereinafter men- tioned Plan of Lots; on the east by lands now or formerly of RH. Black; on the south by said Pa.Route No. 11 containing in front on said highway 120 feet and extending an even width in depth 250 feet. BEING Lots Nos. 680 and 681, BLOCK"A"as Shown on the Carlisle Trust Company Plan of Oakdale Manor recorded in the Office of the Recorder of Deeds in and for the Co of Cumberland in Plan Book 3,Page 16 and Plan Book 3,Page 61. 50 PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEALTH OF PENNSYLVANIA : ss. COUNTY OF CUMBERLAND : Lisa Marie Coyne,Esquire,Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952,been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, viz: July 26, August 2 and August 9, 2013 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time,place and character of publication are true. sa Marie Coyne, E4tor SWORN TO AND SUBSCRIBED before me this 9 day of August,2013 Notary NOTARIAL SEAL I DEBORAH A COLLINS Notary Public C� .1 COUNTY CARLISLE BOROUGH,CUMBERLAND COUNTY My commission 2014] My commission Expires Apr 28,2014 The Patriot-News Co. • 1900 Patriot Drive t4f rjo � PW5 Mechanicsburg, PA 17050 Inquiries - 717-255-8213 Now you know CUMBERLAND CO. SHERIFFS OFFICE CUMBERLAND COUNTY COURT HOUSE CARLISLE PA 17013 THE PATRIOT NEWS THE SUNDAY PATRIOT NEWS Proof of Publication Under Act No. 587, Approved May 16, 1929 Commonwealth of Pennsylvania, County of Dauphin} ss Michael J. Morrow, being duly sworn according to law, deposes and says: That he is the Controller of The Patriot News Co., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 1900 Patriot Drive, in the Township of Hampden, County of Cumberland, State of Pennsylvania, owner and publisher of The Patriot-News and The Sunday Patriot-News newspapers of general circulation, printed and published at 1900 Patriot Drive, in the City, County and State aforesaid; that The Patriot-News and The Sunday Patriot-News were established March 4th, 1854, and September 18th, 1949, respectively, and all have been continuously published ever since; That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular daily and/or Sunday/Community Weekly editions which appeared on the date(s) indicated below. That neither he nor said Company is interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time, place and character of publication are true; and That he has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on behalf of The Patriot-News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds in and for said County of Dauphin in Miscellaneous Book"M", Volume 14, Page 317. 2012-216 Chrll Tenn ORRSTOWN BANK This ad ran on the date(s)shown below: Vs. STANLEY N DYE 07/28/13 Susan E Dye Atty. Elizabeth Goldstein 08/04/13 LEGAL DESCRIPTION NORTH 08/11/13 HANOVER STREET, (NORTH MIDDLETOwN TOWNSHIP) CARLISLE,PENNSYLVANIA ALL THOSE TWO CERTAIN tracts of land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . situate on the North side of Pa.Route No.l I commonly known as the Harrisburg-Carlisle Sworn to an subscribed b re 4sl da o Au ust, 2013 A.D.Pike,located in North Middleton Tbwnship, y g Cumberland County,Pennsylvania,bounded and described as follows: On the west by lands now or formerly of Sun Oil Company,on the north by Lots nos. a PU I IC 667,668,669,Block`A'of the hereinafter mentioned Plan of Lots;on the east by lands now or formerly of RH.Black,on the south by said Pa.Route No.11 containing in front on said highway 120 feet and extending an COMMONWEALTH OF PENNSYLVANIA even width in depth 250 feet. Notarial Seal BEING Lots Nos.680 and 681,BLOCK`SA' Holly Lynn Warfel,Notary Public as Shown on the Carlisle Trust Company Washington Twp.,Dauphin County Plan of Oakdale Manor recorded in the My C, mmission Expires Dec.12,2016 Office of the Recorder of Deeds in and for MEMBER PENNSYLVANIA ASSOCIATION OF NOTARIES the Co of Cumberland in Plan Book 3,Page 16 and Plan Book 3,Page 61.