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HomeMy WebLinkAbout12-7479 -~ ,~, ~_ ~- , •.~~ ,,v _..a ~~ ~ ~ ~I BRUBAKER CONNAUGHTON GOSS & LU CARELLI LLC ~~ ~' ~. tee`:' B Brett D. Jackson Es uire Y~ q ~"`~ r- ~ w ~' ' --a ~;, Attorney LD. No. 87517 ~ ~ ~ ~ - Dana C. Panagopoulos, Esquire r Attorney LD. No. 89491 ~~~~ ~ ~.., 460 New Holland Ave, Suite 6205 Attorneys for Plaintiff: ~' ~~ c~ ~= :" Lancaster, PA 17602 Susquehanna Bank SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON PLEAS and assuccessor-in-interest to OF CUMBERLAND COUNTY, GRAYSTONE BANK PENNSYLVANIA Plaintiff vs. : CIVIL ACTION-LAW SUSAN DEREMER SLAGLE -~ Defendant No. /a- ~7 ~iVi( IC~IL~ NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. 4709 103.75 PA 1q ,~#asyay0 C`~ assa IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 1-800-990-9108 717-249-3166 BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC Attorneys for Plaintiff Date: ~2 II I~ By: I`~ Brett D. Jackson, Esquire Dana C. Panagopoulos, Esquire 4709 BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC By: Brett D. Jackson, Esquire Attorney LD. No. 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. 89491 460 New Holland Ave, Suite 6205 Attorneys for Plaintiff: Lancaster, PA 17602 Susquehanna Bank ~u~llUr;HANNA BANK, for itself and as successor-in-interest to GRAYSTONE BANK IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff vs. CIVIL ACTION-LAW SUSAN DEREMER SLAGLE G Defendant No. ~~-- y?/ Gtln~ -fir1~` COMPLAINT IN MORTGAGE FORECLOSURE The Plaintiff, Susquehanna Bank, is financial institution organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal offices located at 1570 Manheim Pike, Lancaster, Lancaster County, Pennsylvania 17604. 2. Plaintiff is the successor-in-interest to Graystone Bank ("Graystone") as the result of a merger by which Plaintiff acquired, merged with, and survived Graystone. 3. Defendant, Susan Deremer Slagle is an adult individual with a last known address of 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania. 4. On or about March 17, 2006, Defendant, as mortgagor, executed and delivered to Plaintiff, as mortgagee, a certain mortgage ("Mortgage"), upon the premises hereinafter described, the Mortgage being of record in the Office of the Recorder of Deeds of Cumberland County at Book 1943, Page 3946. A true and correct copy of the Mortgage is attached hereto, incorporated by reference, and marked Exhibit A. The premises subject to the Mortgage (the "Mortgaged Premises") is described as follows: All that certain tract of land with the improvements thereon erected, situate in 4709 Middlesex Township, Cumberland County, Pennsylvania, more particularly bounded and described as containing 2.3982 acres, more or less, and being designated at Lot No. 7 on Plan for Travitz and Trimmer, also known as Steel Building Erectors Plan, as set forth in Cumberland County Plan Book 56, Page 96 and known and numbered as 1261 Claremont Road, Middlesex Township, Pennsylvania. 6. Plaintiff is the lawful holder of the Mortgage, and the Mortgage has not been assigned. 7. Defendant is the real owner and mortgagor of the Mortgaged Premises. 8. The Mortgage, pursuant to its terms and the terms of a certain Promissory Note ("Note") having been executed and delivered by Slagle Enterprises L.L.C., on or about March 17, 2006 and a Change in Terms Agreement ("Agreement" and collectively with the Note the "Loan Documents") having been executed by the Plaintiff and Slagle Enterprises L.L.C. on April 8, 2011, the terms, covenants and conditions of the Loan Documents being incorporated by reference into the Mortgage, is presently in default because of the failure of Slagle Enterprises L.L.C. to pay to Plaintiff monthly payments as and when required under the terms of the Loan Documents. True and correct copies of the Note and Agreement are collectively attached hereto, incorporated by reference and marked Exhibit B. 9. Pursuant to the terms of the Loan Documents and the Mortgage, the entire unpaid balance of the debt secured by the Mortgage is now immediately due and payable. 10. The amount presently due under the Mortgage and Loan Documents is as follows: a. Unpaid balance of Principal: $1,064,170.22 b. Interest accrued through 12/5/12 (at a rate of $184.75 per diem): $46,067.20 c. Late charges: $13,570.46 4709 d. Reasonable Attorney' as authorized: $ 3,500.00 *TOTAL: $1,127,307.88 *Interest on the judgment shall continue to accrue at the legal rate. WHEREFORE, Plaintiff demands judgment in its favor and against Defendant in mortgage foreclosure and in the amount of $1,127,307.88, together with subsequently accruing finance, late, and other charges, reasonable attorney's fees accruing from December 6, 2012 (currently accruing at a rate of $184.75 per diem on the current principal balance) and costs of this action. BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC Dated: ~ Z ~ ~ ~ Z By. Brett D. Jackson, Esquire Attorney I.D. No. 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. 894941 4709 VERIFICATION I hereby verify that 1 am Loan Workout Officer at Susquehanna Bank; that as such I am authorized to make this verification; and that the information set forth in the foregoing Complaint is true and correct to the best of my knowledge, information and belief. I understand that any false statements contained herein are subject to the penalties of 18 Pa.C.S. § 4904, relating to unswom falsification to authorities. Dated: __~t-~/al /L ~~-~ Robert Sayre Loan Workout Officer a ~~~'~ ~~ f Parcel Identification Number: 21-07-0465-037 RECORDATION REQUESTED BY: GRAYSTONE BANK Capital Region 112 Market Street Harrisburg, PA 77101 WHEN RECORDED MAIL TO: GRAYSTONE BANK Capital Region 112 Market Street Harrisburg, PA 17101 CU~~1~FfiLAra[Y C'f~~llP,'~~'; -PA 206 (+flfl 20 Ail ~.Q 4Q SI ~~. (.sue SEND TAX NOTICES TO: GRAYSTONEBANK Capital Region 112 Market Street Harrisburg, PA 1.7101 FOR RECORDER'S USE ONLY OPEN -END MORTGAGE THIS MORTGAGE SECURES FUTURE ADVANCES Amount Secured Hereby: 51,262,500.00 THIS MORTGAGE dated March 17, 2006, is made and executed between Susan Deremer Slagle, whose address is 8 Foxfield Court, Mechanicsburg, PA 17050 (referred to below as "Grantor") and GRAYSTONE BANK, whose address is 112 Market Street, Harrisburg, PA 17101 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all :. easements, rights of way, all liberties, privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, inciuding without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Cumberland County, Commonwealth of Pennsylvania: ' See the exhibit or other description document which is attached to this Mortgage and made a part of this Mortgage as if fully set forth herein. The Real Property or its address is common)y known as 1261 Claremont Road, Middlesex Township, PA. The Real Property parcel identification number is 21-07-0465-037. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and al! 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 (6) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE :IN THE ORIGINAL PRINCIPAL AMOUNT OF 51,262,500.00, THE RELATED DOCUMENTS, AND THIS MORTGAGE. ;THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST 1i11 THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF BORROWER'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN BORROWER AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any "one action" or "anti-deficiency" ~~ 194~P~39~ MORTGAGE Loan No: 4000000894 (COntinuedl Page ~ law, or any other law which may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the extant Lender is otherwise entitled to a claim for deficiency, before or after Lender's eomrnencement or completion of any foreclosure action, either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (af this Mortgage is executed at Borrower's request and not at the request of Lender; (b) Grantor has the full power, right, and au"fhority to enter-into this Mortgage and to hypothecate the Property; (cl the provisions of this Mortgage do not conflict with, or result in a default under any agreement or other instrument binding upon 'Grantor and do not result in a-vio#etlon of any law, regulation, court decree or order applicable to Grantor; (d) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower (including without limitation the creditworthiness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower shall pay to Lender all Indebtedness secured by this Mortgage as it becomes due, and Borrower and Grantor shall strictly perform all Borrower's and Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's possession and use of the Property shall be governed 6y the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (t) remain im possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Mairrtain. Grantor shall maintain the Property in tenantable condition and promptly perform alt repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lander that; {1) During the period of Grantor's owner"ship of the Property; there has been no u>ma, generation,,rrtanufectsir¢, storage, treatment, disposal release or threatened release of any Hazardous Substance by any person on, under, about'or from the Property; (2) Grantor has no knowledge of, or reason to believe that :there has been, except as. previously disclosed to and acknowledged by Lender in writing, (a} any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of .any Hazardous Substance dn, under, about or from the Property by any prior owners: or occup8nts of they Property, or fc} any actual or threatened litigation cr claims of any kind . by any .Person relating to such. matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither"Grantor nor any tenant, contractor, agent or other authorized user of the Property shah use, generate; manufsc`ture, store', treat; dlspoae of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be condursted in compliance with all applicable tederal, state, and. local laws, regulations and ordinances, including without limitation aU Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such inspections and tests, at Grantor's. expanse, as lender may deem ep~sropriate #o determine cornpiiance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shalt be far Lender's purposes., only. and shall not be cgnstrued, to create any respbnslbihty or liability on the part of Lender to Grantor or to any other person. The repreaehtatlons and. warranties cb;ntainael herein are based on Grartor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and'vvaives any future' claim against Lender for indemnity or contribution in the avant Grantor becomes liabte for cleanup or other coats under any such laws; and (2) agrees to indemnify and hold harmless Lentler against any and sli claims, tosses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or sUf~er `resulting from a breach df 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 ovknership or intetest in- he Prc#party, whettaer 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, shall survive the payment of the irtdebtednesa ,anti the satisfaction artd reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition ofi any interest in the Property, wfiether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor Will not remove, or grant to any other party the right to remove., any timber, minarets Enciudng cif arid' gas), coal, clay, scoria, soil; gravel or rock products without Lender's prior written consent. Removal of. Improvements. Grantor shall not demolish. or remove a.ny Improvements from the Real Property vrithout Lender's, prior written consent. As a condition io tihe rerrioval of any Irnprovemertts, Lender may .require Gr.:aritor to make arrangements satisfactory to Lender to replace such irrrprovements with Improvements of 'at feast equal .value. Lender's Right to Enter. Lender and Lender`s agents and. representatives may enter uponahe Reai Property at ail reasonable tunes 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 ail Taws, ordinances, acid 8~1943PG3~~7 MORTGAGE Loan No: 4000000894 (Continued) Page 3 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 long as Grantor has notified Lender in writing prior to doing so and so 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. CONSTRUCTION LOAN. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete construction of any Improvements on the Property, the Improvements shall be completed no later than the maturity date of the Note (or such earlier date as Lender may reasonably establish) and Grantor shall pay in full all costs and expenses in connection with the work. Lender will disburse loan proceeds under such terms and conditions as Lender may deem reasonably necessary to insure that the Interest created by this Mortgage shall have priority over all possible liens, including those of material suppliers and workmen. Lender may require, among other things, that disbursement requests be supported by ;receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other documentation as Lender may reasonably request. TAXES AND LIENS. The following provisions relating,'to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency) all 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 underthis Mortgage, except for the Existing Indebtedness referred to in this Mortgage or 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 tiled, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall 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, materialmen'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 area part of this Mortgage: Maintenance of tnsurance. 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 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 shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of fifteen (15) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also. shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full ! 9~3P~3948 MORTC~C~E Loan No: 4000000894 (Continued) Page 4 unpaid principal balance of the loan and any prior liens or the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise Yequired 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 t15} days of the casualty. U1lhether 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 ar replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shelf, upon satisfactory proof of such expenditure, pay or reimburse grantor from the proceeds for, the reasonable cast of repair or restoration if Grantor is not in default under this Mprtgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lander has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lander under this'Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the tndebtednass. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shell be paid to Grantor as Grantor's interests may appear. Compliance with Existing Indebtedness. During the period yin which. any Existing Indebtedness described below is in effect, compliance with the insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance .provisions under this Mortgage, to the extant compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. If any proceeds from the insurance become payable on loss, the provisions in this Mortgage for division of proceeds shah apply only to that portion of the proceeds not payable to the holder of the Existing indebtedness. TAX AND INSURANCE RESERVES. Upon request by Lender and sub}act to_appiicabie law, Grantor shall pay to Lender each month on the day payments are due under the Note until the Note )s paid in foil, a sum ("Escrow-Funds"} equal to one-twelfth of la) ail annual texas, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property and tb} annual premiums for policies of fire insurance with all risks standard extended coverage required under this Mortgage f"Escrow Items"). Lender may estimate the amount of Escrow Funds on the basis of current data and a reasonable estimate of future Fscrow Items. Atl Escrow Funds shall be held by,Lender and applied to pay the Escrow Items when due. Lender will not charge for holding and applying. the Escrow Funds, analyzing the account, or verifying the Escrow Items, unless Lander pays :Grantor interest on the 6screw Funds and applicable law permits Lender to make such a charge. Grantor: end Lender .may agree in writing that interest shall be paid on the Escrow Funds. Unless an agreement is made. or applicable law raqu)res interest to be paid, Lender shall not be required to pay Grantor .any Interest or earnings on the Escrow Funds. The Escrow Funds.. are pledged as addit)onal security for the amounts secured by this Mortgage. If the amount of the Escrow Funds held by Lender, together. with the future monthly payments of Escrow Funds prior to the due dates of the Escrow Items, shall exceed the. amount required to pay the Escrow Items when due, the excess shall be;.afGrantor option, wither promptly repaid to Granter or credited to Grantor in scheduled payments of Escrow Funds, If the amount of the Escrow Funds .held by Lender is not sufficient to pay the Escrow Items when due, Grantor shall pay to Lender any amount necesaery to make up the deficiency in one or more payments as required by Lender. 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 ar any Related. Documents, including but not limited to Grantor's #ailure to comply with any obligation to maintain Existing Indebtedness in goad .startling as required below, o:r to discharge or pay when due any amaunzs G'rarrtor is required to iseharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalfmay Ibut shall not beob)igated tdl take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying. all costs for insuring, maintaining and preserving the Property. Ail 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 tsl be payable on demand; lB) be added to the balance of the Note and ba apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (31 the remaining term of the Note; or (C) be treated as a balloon payment which will ba'dua and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in .addition to ail 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: (al Grantor holds good and marketable title of record to the Property in fee simple, free and clear of ail liens and encumbrances other than those set forth in fhe Real Property description ar in the Existing Indebtedness section below or in any title insurance policy, title report, ar final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and (bl Grantor has the full right,. power, and ! ~~3PG39~9 MORTGAGE Loan No: 4000000894 (C;ontinlued) Page 5 authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to 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, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage: Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to an existing lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such indebtedness, any default under the instruments evidencing such indebtedness, or any default under any security documents for such indebtedness. No Modification. Grantor shall not enter into any agreement with the holder of any mortgage or other security agreement which has priority over this Mortgage by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but; Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation, Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in 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 take whatever other action is'requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, Perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. Th'e following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Borrower which Borrower 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 Borrower. 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 (1) pays the tax before it becomes delinquent, or (2) contests the'tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS.. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code 8~,~ 943P~395- MORTGAGE Loan No: 4000000894 (COnfillnrUed) Fags 6 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 Rants and Personal Property. In addition to record#ng this Mortgage in the real property records, Lander may, at any time and without furthereuthariration from Grantor, f#le executed counterparts, copies or reproductions of this Mortgage as a f#nanoing statement. Grantor shalt reimburse Lender for all expenses incurred in perfecting or continu#ng this security #nterest. Upon default, Grantor shat! 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 Lander and make it available to Lander within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender isecured party) from which information concerning the security interest granted by this Mortgage may be obtained leach as required. by the Uh#form Commercial Code) are as stated on the first. page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTM~RIZATIONS. The following provisions refacing 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 Lend.er's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, +as the case may be, at such times and in such off#ces and places as Lender may deem appropriate, any and ail such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuatioh staterfients, instruments of further assurance, certificates; and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate,. complete, perfect, continue, or preserve 11) Borrower's and- Grantor's obligations under the Note, this Mortgage, and the Related Documents, and 12) the liens and security interests created by this Mortgage,on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law ar Lander agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. 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 paragreph. it is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Borrower pays all the Indebtedness lwhen due, and otherwise performs ail the obligations imposed upon Grantor under this Mortgag®, Lander shell execute .and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of tercr~inetion of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable term#nation-fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender°s option, shall constitute an Event of Default under this Mortgage: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Defauk 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. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant cr condition contained in this Mortgage or in any of the Relater! Documents or to comply w#th ar to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower or Grantor, False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage pr the Related Documents is false or m#sleading in any material respect, either now or at the time made or furnished ar becomes false or misleading et any time thereafter. Defective Gollateralization. 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 vaQd and perfected security #nterest or lien) at any t#me and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Borrower's or Granter's existence as a going business or the death of any member, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the. benefit of creditors; any type of creditor workout, or the commencement of any proceeding under any bankruptcy ar insolvency laws by or ~(1943PG~95~ MORTGAGE Loan No: 4000000894 (Continued) Page 7 against Borrower or 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 Borrower or Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Borrower's or Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such indebtedness, or a default occurs under the instrument securing such indebtedness and is not cured during any applicable grace period in such instrument, or any suit or other action is commenced to foreclose any existing lien on the Property. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or 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 Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes 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. 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: (11 cures the default within fifteen (15) days; or (21 if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 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 pert 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 Borrower or 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 alt or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest In all or any part of the Property. ~~9~3PG3.952 MORTGAGE Loan No: 4000000894 (COntinue~l Page 8 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 Corrimanwealth of Pennsylvania or elsewhere, as attorney for Lender and all parsons claiming under or through. Lender to sign an agreement far entering. in any competent court an amicable action in ejeotment 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 Prgperty, without any stay of execution, for which this. Mortgage, or a copy of this Mortgage verified by affidavit,. shall 6e a suff)cient 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 aII 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 shad become a tenant at sufferance of Lender or the purchaser of the Property and shall,. at Lender's option, either 411 pay a reasonable rental for the use of the Property, or (2} vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have ail 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 applicable',law, Borrower and Grantor hereby waive 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 sate or by separate safes. Lender shall be entitled to bid-at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or ether-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 t1~1 days before the time of the sale or disposition. Any sale. of the Persona- Property may be made in canjunctfon with any sale of the Reai Property.. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any ocher remedy, anal an election to make expenditures or to take action to perform an obligatfan 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 shat) be construed so as tc limit. or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit .or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower and/or against any other 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 act+on 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' fees at trial and upon any appeal. Whether or not any court action is involved,. afid to the extent not prohibited- by law, all reasonable expenses Lender incurs that in Lender's opinion ere 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.untii repaid. Expanses covered by this paragraph include, without limitation, however subject to any limits under-applicable law, Lender`s attorneys' fees and Lender's legal expenses, whether or-not there is a lawsuit, including attorneys' fees and expanses 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 tiffs reports (including foreclosure reports},.surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor else will pay any court costs, in addition to elf other sums provided bylaw. 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 tetefacsirnile (unless otherwise required by law), when deposited with a nationally recognlzeci overp+ght courier, or, if rnai{ad, when deposited in the United States mail, as first class, cartifted or registered m,eil postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure frpm the holder of any lien which has priority over this Mortgage and notices pursuanx to 42 Pa. C.S.A. Section 8143, et. seq., shall be .sent to Lender's address, as shown near the beginning of this Mortgage. Any party may ch'ar-ge its address for .notices under- this Mortgage by giving format written notice to the other parties, specifying that the purpose of the notice is to change the 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 ail Grantors. 19~3P~3~5~ MORTGAGE Loan No: 4000000894 (COnt'Inued) Page 9 CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with ariy Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. 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 ar define the previsions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Mortgage has been accepted by.Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Borrower and 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 shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If teasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successor Interests. The terms of this Mortgage, shall be binding upon Grantor, and upon Grantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence in the performance of this Mortgage. Waive Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Slagle Enterprises, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. B ~ 9~3P~3~~~ MORTGAGE Loan'No: 4000000894 (Continued) P~9~ ~0 Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including. without limitation the Comprehensive Environmental Response,. Compensation, and Lieblllty 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 Transpoi•tafon Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section-6901, 'et seq., or other applicable state or federal laws., rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Existing Indebtedness. The words "Existing Indebtedness" mean the indebtedness described in the Existing Liens provision of this Mortgage. Grantor. The word "Grantor" means Susan Deremer Slagle. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" era used in their very broadest sense and.. include without limitation any and elf hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances"-also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Reai Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "indebtedness" means ail princjpal, interest, and other amounts, casts and. expenses payable under the Note or Related Documents, together with ail renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced' by Lender to discharge Grantor's obligations or expanses incurred by Lender. to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in thfe Mortgage. Lender. The word "Lender" means GRAYSTONE 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 March 17, 2006, in the original prinEipal amount of $1,2.62,500..00 from Borrower to Lender, together. with all .renewals of, extensions af, modifications of, refinancings of, consolidations of, and substitutions for'the promissory note or agreement. NOTICE TO QRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean: elf equipment, fixtures, and ether articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Reai Property; together with all accessions, parts, and additions to, all replacements of, and ail substitutions for, any of such property; and together with all proceeds iincluding without limitation ail insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Reai Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents° mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness, Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. ~~9~3~G39~5 MORTGAGE Loan No: 4000000894 (Continued) Page 11 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS, THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: X ~, (Seal) Susan Deremer Slagle CERTFFICATE OF RESfDfNCE I hereby certify, that the precise address of the mortgagee, GRAYSTONE BANK, herein is as follows: Capital Region, 112 Market Street, Harrisburg, PA 17101 '~ Attorne or A ent for Mort a ee Y 9 9 9 INDIVIDUAL ACKNOWLEDGM-ENT COMMONWEALTH OF PENNSYLVANIA //~~ ) SS COUNTY OF `VM$~eYte./M14~ ) On this, the it0 fN day of ~/c.~l , 20f~G ,before me d iJ~ (:~ric_ the undersigned Notary Public, personally appeared Susan Deremer Slagle, ~1~ known to me (ors isfactorily proven} to be the person whose name is subscribed to the within instrument, and 'Y~, ~~ acknowledged that he or she executed the same for the purposes therein contained. b?~~4~ +r~~ In witness whereof, I hereunto set my hand and official a . ~~- ~"'+~~'~+f COMMONWEALTH OF PENNSYLVANIA ~_C'~n .i ervll$f °~~ ~ Notarial Seal I r~° ~' ~ ;~~ ~. Sandra K. Showers, Notary Public Notary Public in and for the State of ' "gig"'~ = Mechanicsburg Boro, Cumberland County s? ~~ : ~+- ? MY Commission Expires Nov. 22, 2007 0 ." ~~~o~~a "~'~s Member, Pennsylvania Association Of~Notartes ,.~ °° ~. N r ~ r~'"•'_I~,,~~~ LASER PP0 lendlnp, Vn. 5.29.00.002 Cop,, Hp,bnO Flnpnelel SoWtlon,, Ina. 1997. 2006, AN plphu A~,1,V,4. ~ PA 6:1pra,ulu\CFIILPLLGO0.F0 TP~O~p PN~O / ~ ~ ~~ LEGAL DESCRIPTION EXHIBIT A ALL THAT CERTAIN tract of land situate in Middlesex Township, Cumberland County, Peruasylvania, zno~•~ particularly bounded acid described as follows: BEGII~FNING at a point in the center line of Claremont Road, L.R. 21066, at corner. of~ lands of Flzrtcc Printing Company; thence along said center line, South 62 degrees 35 minutes 30 seconds West 209.78 feet to a P.K. nail set; thence through an iron pin set on the dedicated right-of-way line of L.R. 21066 at2d along lands now or formerly of John E. and Maureen Mumma and bonald A. Comp, Narth 27 degrees 24 minutes'30 seconds West 371.72 feet to an existing iron pin; thence clang lands naw or formerly of Cumberland Recyclinb, Inc., also known as Lot No. 8 on said Plan, North 53 degrees 30 minutes East 264.99 feet to an iron pin set; thence by lands now or formerly of York County Industrial Development Authority, South 36 degrees 30 minutes 00 seconds East 213.62 feet to an iron piii; thence by lands now or formerly of Harteo Printing Co., Inc., and through an iron pin set on the dedicated right-of--way Line of L.R. 21066, South 04 degrees 34 minutes 00 seconds East 220 feet to a P.K. nail set in the center line of L.R. 21066, the place of BEGINNING. CONTAINING 2.3982 acres, mare or less, and being designated at Lot No. I on Plan for Travitz any Trimmer,. also known as Steel Building Erectors Plan, as set forth in Cumberland County Plan $ook 56, Page 96. HAVING ERECTED thereon an industrial building known and numbered as 12b 1 Claremont IZoaci., Carlisle, PA 17013. BEING the same premises which Charles W. Travitz, Jr. joined by his wife, Isabelle L. `~ravitzj, ~~y is deed dated January 15, 1997 and recorded in the Office of the Recorder of Deeds `in and for Cumberland County, Pennsylvania on the same date, in Deed Book 152, Page 48, granted and conveyed unto :Susan DeRemer Slagle, the Borrower and Mortgagor herein. ` 4 v .~ `~.;;, ~~, ~. ~r` <._.„;~, ~` '~~eCC)~`C~CT :, ~~ PROMISSORY NOTE Borrower: Slagle Enterprises, L.L.C. 1261 Claremont Road Carlisle, PA 17013 Lender: GRAYSTONE BANK Capital Region 112 Market Street Harrisburg, PA 17101 Principal Amount: $1,262,500.00 Date of Note: March 17, 2006 PROMISE TO PAY. Slagle Enterprises, L.L.C. ("Borrower") promises to pay to GRAYSTONE BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million Two Hundred Sixty-two Thousand Five Hundred & 00/100 Dollars (S 1,262,500.00), together with interest on the unpaid principal balance from March 17, 2006, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: Principal and interest are due and payable in 60 equal consecutive monthly installments of $10,448.47 each, commencing on May 1, 2006 and ending April 1, 2011 (payment based on a 240-month amortization). From the date hereof until April 1, 2011 ("Initial Fixed Rate Period") interest shall be fixed at 7.75%. Thereafter, the interest rate shall be re-negotiated to a new fixed rate offered by Lender in its sole discretion land agreed to by Borrower), or the rate shall revert to Graystone Bank's Prime Rate (as defined in Variable Interest Rate belowl plus 1.00%. After the Initial Fixed Rata Period and based on the subsequent change in interest rate, the monthly payment shall be changed to an amount sufficient to amortize the unpaid principal balance over the remaining amortization period of 180 months. Such payments shall begin May 1, 2011 and will continue until maturity. All unpaid principal together with any unpaid interest and late charges shall be due and payable at maturity, April 1, 2016. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal: then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day, Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.000 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, IB) increase Borrower's payments to cover accruing interest, IC) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender'is entitled to the following prepayment penalty: A prepayment penalty will be charged if the Note is prepaid, in whole or in part, during the fixed rate period. The fee will be based on: (a) the amount prepaid before the due date, (bl the difference in the cost of funds yield between the date the Note was made (original cost of funds yield) and the date of prepayment (subsequent cost of funds yield), and (c) time remaining until the' due date (in years and months) between the date of the prepayment and the date the Note is due. A prepayment fee will not be charged on any amount (up to 20% of the original principal amount)-prepaid within any loan year from internally generated funds. The term "loan year" is defined as any period of one year commencing on the closing date or any anniversary date thereafter. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or S250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. , DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or insolvency. The dissolution of Borrower (regardless of whether election to continue is made}, any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, 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 hives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or PROMI~S~ORY NOTE Loan No: 4000000894 (Con#inued) rage :~, 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 tc any Guarantor of any of the indebtedness ar carry Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or IiabNity under, any :guaranty of the indebtedness evidenced by.this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, irr doing sc, curs 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. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note:. within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice 4rcm Lender demanding cure of s4ch default; (1) cures the default within fifteen i15) days; or t2} if the cure requires more than fifteen. (16p days; immediately initiates steps which Lender deems in .Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes. ail rteasonabls and necessary steps sufficient to produce compliance as soon as reasonably practical,. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and afl accrued unpaid interest immediately due, and then Borrower will pay ttrat amount, ATTOEtNEYS' EEES; EXPENSES. Lender may. hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and. Lender's legal expenses, whether or not there is a lawsuit, including 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 hums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought. by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been aocepted by .Lender in the Commonweath of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction ofi the courts of Dauphin Caanty, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in ail Borrower`s accounts with Lender 6whethar 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 doss not include any IRA ar Keogh accounts, or any trust accounts. for which getoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff ati sums owing on the indetrtednsss against any and all such accounts. SECURITY.-Ali collateral (as.herein defined} is ss.curity for this Note and a.ny renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or future indebtedness, obiig~tions and undertakings (whether individual, joint, seysral, direct, contingent or otherwise} of the Borrower to or for. the benefit of Lender, whether arising directly to Lender under this Noce ar under any other agreement, promissory note or undertakings now existing or hereinafter entered into by the Borrower to the Lender. The term "Collateral:" includes ell tangible and intangible property G} described in any mortgage;, pledge, assignment ar other security document separately executed in favor of Lender, and (li) in which a security interest has been granted to Lander pursuant to this Note. CROSS COLLATERALIZElCROSS DEFAULT. This loan will be cross-collateralized/crass-defaulted with all other Coons from Borrower, pr any of Borrower's related entities, to Lender, if at any time there is a default under this loan, all loans will be considered in default and. all outstanding amounts under the loans wilt be immediately due and payable in fufi. A default in one loan shall constitute a default in cif others. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs,. personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them, Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or, extend (repeatedly and for any length of time} this loan ar 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 deemednecessary by Lender without the oonsent 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 far any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Nate. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY AT'7"ORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, -0R ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND. WITH OR WITHOUT COMPLAfNT FILED, CONFES5 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 S€CURING THIS NOTE, TOGETHER WCTH COSTS O,F SUIT, AND AN ATTORNEY'S COMMISSION OFTEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANGE AND ACCRUED INTEREST FOR COLLECTION, 8UT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5600) 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 BORROViIER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL Of ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTCGE OR TO A HEARING IN CONNEGTION 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. PROMISSORY NOTE Loan No: 4000000894 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY.OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. fiUl SLI By: LENDER: GRAYSTONE BANI X Steven D. utz. Vice President USED Pfl0 lenEinp. Yer. 5.39.00.002 Capr. MerlenE Mone:d Selutlenb Ine. 1997, 2006. III RIph1, P~rorwG. - PA S:brorvIU10FIH-LIOp0.F0 tA•JOp VflJ CHANGE IN TERMS AGREEMENT Borrower: Slagle Enterprises, LL.C. 1261 Claremont Road ' Carlisle, PA 17013 Lender: Graystone Bank, a Division of Graystone Tower Bank Capital Region 112 Market Street Harrisburg, PA 17101 Principal Amount: $1,112,716.35 Date of Agreement: April 8, 2011 DESCRIPTION OF EXISTING INDEBTEDNESS. On March 17, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of One Million Two Hundred Sixty Two Thousand Five Hundred and 00/100 Dollars ($1,262,500.00) ("Note") payable in 60 monthly installments of $10,448.47 each based on an initial fixed interest rate of 7.75%, with a renegotiation of the interest rate thereafter. As of the date of this Agreement, the principal balance of this Note is One Million One Hundred Twelve Thousand Seven Hundred Sixteen and 35/100 Dollars ($1,112,716.35). DESCRIPTION OF CHANGE IN TERMS. Effective April 1, 2011, and as provided under the PAYMENT section of this Agreement, Lender and Borrower have agreed to fix the interest rate at 6.25% for the remaining term. The monthly installment of $9,571.22 is based on the prior payment of the April 1, 2011 statement. PROMISE TO PAY. Slagle Enterprises, LL.C. ("Borrower") promises to pay to Graystone Bank, a Division of Greystone Tower Bank ("Lender'), or order, in lawful money of the United States of America, the principal amount of One Million One Hundred Twelve Thousand Seven Hundred Sixteen $ 35/100 Dollars ($1,112,716.35), together with interest on the unpaid principal balance from April 8, 2011, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 6.250% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in accordance with the following payment schedule: Borrower will pay this loan in 59 consecutive monthly installments of $9,571.22 each (payment based on prior payment of the April 1, 2011 payment for a principal balance of $1,109,695.97 and a 180-month amortization) and one final payment due at maturity. Borrower's first payment is due May 1, 2011, and all subsequent payments are due on the same day of each mohth after that. Borrower's final payment will be due on April 1, 2016, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lenders address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. PREPAYMENT PENALTY. Upon prepayment of this Agreement, Lender is entitled to the following prepayment penalty: A prepayment penalty will be charged if the Note is prepaid, in whole or in part, during the fixed rete period. The fee will be based on: (a) the amount prepaid before the due date, (b) the difference in the cost of funds yield between the date the Note was made (original cost of funds yield) and the date of prepayment (subsequent cost of funds yield), and (c) time remaining until the due date (in years and months) between the date of the prepayment and the date the Note is due. A prepayment fee will not be charged on any amount (uP to 20% of the original principal amount) prepaid within any loan year from internally generated funds. The tens "loan year" is defined as arty period of one year commencing on the closing date or any anniversary date thereafter. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE TOWER BANK, 1826 Good Hope Road Enola, PA 17025. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by 2.000 percentage points. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement 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 Borrower. , False Statements. Any warranty, representation or statement made or fumished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either naw or at the time made or fumished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrowers existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrowers properly, 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 Bon-ower or by any governmental agency against any collateral securing the Indebtedness. This inGudes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being CHANT E IN T~RM~ Af~'RENT Loan No: 4000000894 (COn'Eihued) Page ~ an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness ar any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the indebtedness evidenced by this Note. Adverse Ghsnga A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment car performance of the Indebtedness is impaired. Guru 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 Agreement within the preceding twelve (12) mpraths, it may be cured if Borrower, after Lender seruls written notice to. Borrower demanding. cure of such default: (1) cures the default within Rftean (15} days; or (2} if the cure requires mare than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sofa discretion to be st.rfficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical: LENDER'S RIGkITS. Upon default, Lender may, after giving such notices;as required by appNoahle, law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid int®resf imrnetliately dues. and then: Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may. hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, tender's r~easortsble attorneys'-fees and Lenders legal expenses, wlaethar or not there is a lawsuit, tnduding-aeasanable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any auton-atlc stay or Injunction),. and appeals: tf hot prohibited by applicable law, Harrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either,Lender or ,Borrower against the other. GONERNItNG LAW. This Agreement wilt be governed by federal law app{icable fo Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania wfthout regard to its carrfliets of law provisions. This Agreement has been actxpted by Lender i» t#-e Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender`s request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender resenies a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account}. This includes all accounts Harrower holds jointly with sorneane else and all accounts Borrower rc~ay open in the future. However, this does not include any IRA or Keogh. acxxsunts, or any trust acxounts for which setoff would be prohibited by law. -Borrower authorizes Lander, to the extent permitted by applicable law, to charge ar setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Faccept as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidetrced.or securing.ttte:obii~tton(s), remain unchanged and i~~ full force and B1feict. Conseitt by Lander Ica this Agreement does not waive Lender's right to strict performance of the obligation(s) as changea~, r4or obligate Lender to make any future cfienge in terms. Nothing in this Agreement will constitute a, satiafa4tion of the obligatlan(s}. it is ,the intention of Lender to ratiain as Itab-e parties all makers and endorsers bf the original obiigatlon(s), including accomrtwdation parties, unl8~ a: psrrty is expressly released by Lender 'in writing. Any maker ar endor~; .including accomrnodatian male, will not be reused by virtue a'F #F-is Agreement. If any person who signed the original obligation. does: not sign this Agreement.,betow, then, all persons signing. below acknpwledge that this Agreement Ls given conditiotiatly, based on the represer-tafion do Lender that the~non-sigping>pari~! consents to-:the charigasiand provisions of this Agreement or otherwise will rat be ~reteased by it. This waiver applies not only to any Initial extension, rnadifloatian or relisese, but also to all such'subsaquent ac~ns. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS: If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enfordng any of Its rights or remedies under this Agreement without losing them. Harrower and any ether person who signs, guarantees or endorses this Agreement, to the extent allowed by law; waive presentrr-ent, demand for payment, and notice ref dishonor. Upon any dtange in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shah be released from liability. Ali such parties-agree that Lender may renew or extend Lender's (repeatedly and for any length of time} this loan or reuse any party or guarantor or collateral; or impair, fail to realize upon or perfect securtty interest in the collaterei;. and take any other action deemed necessary by Lander without the consent of or notice to anyone. Ali such parties also-agree :that Lender may modify this loan without the. consent of or notiae to anyone other than the par'tY with wham the rnadificatian is made. -The obligations under this Agreement are joint and several CHANGE IN TERMS AGREEMENT ~.oan No: 4000000894 (Continued Page 3 Pi210R TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALI, CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: BEAGLE E RISES, LL.C By: ~ Q Seal) Robert L. Slagle, So a ember f Slagle Enterprises, L.L.C. LENDER: GRAYSTONE BANK, A DI ION OF GRAYSTONE TOWER BANK X ~ ~ ~ ~~ Thomas Bream, Vice President L/SER PRO loMirq, Ver. S.Sfi.00.005 OcPr. McMnO fM.vuial SWRbn6 lnc, ippi, 201. N Ripl.u R~rvN. ~ PA ctPRO3V1TtlCF14P~lOtOO.FC n1~Y6 PN.] BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC By: Brett D. Jackson, Esquire 2013 MAR 14 PM ': a Attorney I.D.No. 87517 Dana C. Panagopoulos, Esquire "U PENNSYLVANIA ND COUNTY Attorney I.D.No. 89491 460 New Holland Ave, Suite 6205 Attorneys for Plaintiff: Lancaster, PA 17602 Susquehanna Bank SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON PLEAS and as successor-in-interest to OF CUMBERLAND COUNTY, GRAYSTONE BANK PENNSYLVANIA Plaintiff VS. CIVIL ACTION-LAW SUSAN DEREMER SLAGLE Defendant No.12-7479 Civil Term PRAECIPE TO ENTER DEFAULT JUDGMENT TO THE PROTHONOTARY: Please enter judgment against the Defendant, Susan Deremer Slagle, and in favor of the Plaintiff, Susquehanna Bank, in foreclosure and the amount stated below for failure of the Defendant to file an answer or responsive pleading within twenty(20)days of service of the Complaint upon them on February 6, 2013. The undersigned hereby certifies that on February 28, 2013 notice of Plaintiff's intention to file this Praecipe for entry of judgment was mailed to the Defendant as required by Pa.R.C.P. 237.1. True and correct copies of the notices are attached hereto and marked Exhibit A. Please enter judgment as follows: Principal: $ 1,064,170.22 Interest accrued through 3/12/2013 ($184.75 per diem) $ 63,987.95 Late Charges $ 13,570.46 1M\ *U. Sb� 14702 Reasonable Attorneys' Fees, as authorized $ 3,500.00 TOTAL: $ 1,145,228.63 "Continuing interest at the legal rate shall accrue from the date of the entry of judgment. BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC Date: 3 I Z 20 3 By: JAAa L' ana C. Panagopoulos, Esquire Attorneys for Plaintiff Attorney I.D.No. 89491 Judgments 1 be redirected: Prothonotary 14702 EXHIBIT A 14702 LLC BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC ATTORNEYS AT LAW danandbcei-law.com Dana C.Panagopoulos,Esquire Direct Dial: 717-945-5750 February 28, 2013 Robert E. Chernicoff, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Re: Susquehanna Bank v. Susan Deremer Slagle No. 12-7479 Civil Term Susquehanna Bank v. Slagle Enterprises, L.L.C. No. 12-7480 Civil Term Dear Mr. Chernicoff: Enclosed are the Important Notices directed to Susan Deremer Slagle and Slagle Enterprises, L.L.C. Sincerely, � c ana C. Panagopoulos DCP:llr:13586 480 New Holland Avenue, Suite 6205, Lancaster, PA 17602 tel 717-945-5745 WWW.BCGL-LAW.COM 717-945-5764 fax No. 12-7479 Civil Term BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC By: Brett D. Jackson,Esquire Attorney I.D.No. 87517 Dana C. Panagopoulos, Esquire Attorney I.D.No. 89491 460 New Holland Ave, Suite 6205 Attorneys for Plaintiff: Lancaster, PA 17602 Susquehanna Bank SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON PLEAS and as successor-in-interest to OF CUMBERLAND COUNTY, GRAYSTONE BANK PENNSYLVANIA Plaintiff VS. CIVIL ACTION-LAW SUSAN DEREMER SLAGLE Defendant No.12-7479 Civil Term To: Susan Deremer Slagle c/o Robert E. Chernicoff, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 Date of Notice: February 28, 2013 IMPORTANT NOTICE YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER AN APPEARANCE OR FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING, AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE—THIS-PAPER TO YOUR LAWYER AT ONCE.IF-YOU DO NOTE E A71 AWYER;�O-TO-OItTEL�PHONE THE OFFIC-E_SET F®R` H—RELO THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Doc 13580 • No. 12-7479 Civil Term CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 1-800-990-9108 717-249-3166 BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC Date:,rp i3 By--)PIA/) Dana C. Panagopoulos, Esquire Attorneys for Plaintiff, Susquehanna Bank Doc 13580 [ Y . BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC By: Brett Brett D. Jackson, Esquire '' Attorney I.D. No. 87517 Dana C. Panagopoulos, Esquire z. Attorney I.D.No. 89491 460 New Holland Ave, Suite 6205 Attorneys for Plaintiff- Lancaster, PA 17602 Susquehanna Bank SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON PLEAS and as successor-in-interest to OF CUMBERLAND COUNTY, GRAYSTONE BANK PENNSYLVANIA Plaintiff VS. CIVIL ACTION-LAW SUSAN DEREMER SLAGLE Defendant No.12-7479 Civil Term AFFIDAVIT OF NON-MILITARY SERVICE Lancaster County, ss: Before me, the undersigned authority, personally appeared Dana C. Panagopoulos, Esquire, who being duly sworn according to law, doth depose and say that, to the best of her knowledge, information and belief, Susan Deremer Slagle, Defendant is not in the Military or Naval Service, based on a name search conducted on the website for the Department of Defense Manpower Data Center. BRUBAKER CONNAUGHTON GOSS&LUCARELLI LLC By: ��= ana C. Panagopoulos, squire jt;ary scribed to before I �FYAC�r M is) of M , 20 ... O OFIAWA R v+cAsr�COW tt BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC By: Brett D. Jackson, Esquire Attorney I.D.No. 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. 89491 460 New Holland Ave, Suite 6205 Attorneys for Plaintiff: Lancaster, PA 17602 Susquehanna Bank SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON PLEAS and as successor-in-interest to OF CUMBERLAND COUNTY, GRAYSTONE BANK PENNSYLVANIA Plaintiff vs. CIVIL ACTION-LAW SUSAN DEREMER SLAGLE Defendant No.12-7479 Civil Term Pursuant to requirements of Pennsylvania Civil Procedural Rule#236,you are notified that there was entered in this office today, in the above-captioned case - ■ Judgment in mortgage foreclosure and in the amount of$1,145,228.63 plus subsequently accruing interest, attorneys' fees, costs, and charges, for Plaintiff and against Defendant, Susan Deremer Slagle. ❑ Judgment for Defendant/s and against Plaintiff/s. PRO ONOTARY Dated: To: Susan Deremer Slagle c/o Robert E. Chernicoff, Esquire Cunningham& Chernicoff, Esquire 2320 North Second Street Harrisburg, PA 17110