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Denise L. Wester, Esquire G'F ` � p
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Attorney ID No. 58921 7511 ��,� �� ��
WESTER LAW OFFICES It: 55
The Fullerton Building CUO CRLAN
881 Third Street, Ste B -3 PENNSY V COUNTY
Whitehall, PA 18052 ANIA
610 -403 -1300
ATTORNEY FOR PLAINTIFF
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION - LAW
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to Wachovia Bank, National ) Q
Association, ) NO.
Plaintiff, ) I
vs. )
BENJAMIN B. SCHMICK, III, an adult individual, ) CONFESSION OF
JUDGMENT FOR MONEY
Defendant. )
CONFESSION OF JUDGMENT
Pursuant to the authority of the Warrant of Attorney contained in the Note, a copy
of which is attached to the Complaint filed in this action, i appear for Defendant
Benjamin B. Schmick, III, and confess judgment in favor of Plaintiff, Wells Fargo Bank,
NA, successor by merger to Wachovia Bank, National Association, and against
Defendant, Benjamin B. Schmick, III, as of April 15, 2013, as follows:
Principal Balance $802,641.95
Interest $ 1,081.47
Late Charges $ 2,334.52
2011 Appraisal Fee $ 3,500.00
2013 Appraisal Fee $ 3,250.00
Attorney's Fees & Costs $ 5,000.00
TOTAL $817,807.94 )�
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plus costs of this suit, continuing interest accruing at the Default Rate of 9.92%
per annum arising subsequent to April 15, 2013, late charges as applicable and
authorized per the Note, reimbursement of additional costs and expenses incurred by
Plaintiff and authorized by the Mortgage, including, but not limited to, insurance,
appraisal, and environmental inspection costs, real estate taxes due for the Mortgaged
Premises and paid by Plaintiff on Defendant Borrower's, along with expenses incurred
for the maintenance and preservation of the Mortgaged Premises, and continuing
attorney's fees and costs incurred by Plaintiff in excess of $5,000.00, up to a maximum
of 5% of the outstanding indebtedness due and owing as authorized by the Note and
Guaranty.
WESTER LAW OFFICES
DATE: 0{— I S' - 13 BY: �C���
Denise L. Wester, Esquire
F1d CC
Denise L. Wester, Esquire ur THE PROD ,'' 'f
Attorney ID No. 58921
WESTER LAW OFFICES `��' 1R'? 22 t; (J: 55
The Fullerton Building C UP E RLAND eOtJ�TY
881 Third Street, Ste B -3 P ' 4
SYLD COUNTY
Whitehall, PA 18052
610 - 403 -1300
ATTORNEY FOR PLAINTIFF
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION - LAW
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to Wachovia Bank, National )
Association,
NO. / �-
Plaintiff, )
vs. )
BENJAMIN B. SCHMICK, III, an adult individual, ) CONFESSION OF
JUDGMENT FOR MONEY
Defendant. )
COMPLAINT
Plaintiff, Wells Fargo Bank, National Association, the successor by merger to
Wachovia Bank, National Association, through its attorney, Denise L. Wester, Esquire,
files this Complaint pursuant to Pa. R.C.P. 2951(b) for judgment by confession and
avers the following:
1. Plaintiff, Wells Fargo Bank, National Association, is a national banking
institution organized and existing under the laws of the United States of America with
offices located at 123 South Broad Street, Philadelphia, PA 19109.
2. Defendant, Benjamin B. Schmick, III, is an adult individual with a last
known mailing address of 675 Saint Johns Drive, Camp Hill, Pennsylvania 17011.
3. On May 1, 2009, 118 N. 3rd Street, LLC (hereinafter the "Borrower ")
executed in favor of Plaintiff a Promissory Note in the original principal amount of
$959,000.00, the repayment terms of which were modified by letter agreement dated
May 19, 2009 and executed by Borrower on June 1, 2009. Said Promissory Note and
letter agreement are collectively referred to hereinafter as the "Note," and a true and
correct copy of each is collectively attached hereto and incorporated herein by
reference as Exhibit "A."
4. The Note is secured and collateralized by a certain Open -End Mortgage
and Assignment of Rents dated and executed by Borrower on May 1, 2009, and
recorded May 8, 2009, with the Philadelphia County, PA Recorder of Deeds Office at
Document Id. 52061086 (hereinafter the "Mortgage "), encumbering Borrower's real
property with a record and mailing address of 118 N, 3` Street, Units 1 — 4,
Philadelphia, PA 19123, BRT Nos. 88 -8- 059824, 88 -8- 059826, 88 -8- 059828, and 88 -8-
059830 (formerly 1 N16 -160) (hereinafter the "Mortgaged Premises "). A true and
correct copy of the Mortgage is attached hereto and incorporated herein by reference
as Exhibit "B."
5. On May 1, 2009, Defendant Schmick executed and delivered to Plaintiff a
certain Unconditional Guaranty (hereinafter the "Guaranty "), a true and correct copy of
which is attached hereto and incorporated herein by reference as Exhibit "C."
6. Effective March 20, 2010, Wells Fargo Bank, National Association merged
with Wachovia Bank, National Association, as a result of which Wells Fargo Bank,
National Association, became the holder of the Note, Mortgage, and Guaranty.
7. The Guaranty provides:
... Guarantor hereby absolutely, irrevocably and unconditionally
guarantees to Bank and its successors, assigns and affiliates the timely
,
payment and performance of all liabilities and obligations of Borrower to
Bank and its affiliates, including, but not limited to, all obligations under
any notes, loan agreements, security agreements, ... and the Loan
Documents, as defined below, and all obligations of Borrower to Bank ... ,
however and whenever incurred or evidenced ... due or to become due,
now existing or hereafter contracted or acquired, and all modifications,
extensions, and renewals thereof (collectively the "Guaranteed
Obligations. ")
8. The Guaranty has not been assigned.
9. Judgment has not been entered on the Guaranty in any jurisdiction.
10. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
11. Borrower defaulted on the Note and Mortgage, and Defendant defaulted
on the Guaranty for failure to make the required minimum monthly payments when due
and for failure to pay real estate taxes due and owing on the Mortgaged Premises, as a
result of which Plaintiff, through counsel, demanded payment in full of all outstanding
sums due and owing. A true and correct copy of Plaintiff's counsel's default and
demand letter dated April 16, 2012 is attached hereto and incorporated herein by
reference as Exhibit "D."
12. Subsequent to Plaintiff's counsel's demand, Borrower and /or Defendant
have made partial payments; however, Borrower and Defendant remain in default for
failing to pay all sums due and owing on the Note and Mortgage and for failing to pay
real estate taxes due and owing on the Mortgaged Premises. A true and correct copy
of the City of Philadelphia Real Estate Tax Balance Information printout is attached
hereto and incorporated herein by reference as Exhibit "E."
13. All partial payments made to date have been applied to reduce the total
indebtedness due and owing on the Note and Mortgage and pursuant to the Guaranty.
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14. Pursuant to the Note, interest shall accrue at the Default Rate of 9.92%
per annum until the outstanding indebtedness and any judgment is paid in full.
15. The Mortgage specifically provides
In the event Mortgagor fails to provide, maintain, keep in force and furnish
to Bank the policies of insurance required by this paragraph, Bank may
procure such insurance or single- interest insurance in such amount, at
such premium, for such risks and by such means as Bank chooses, at
Mortgagor's expense.
16. The Mortgage specifically provides Plaintiff shall be reimbursed for
appraisal costs incurred by Plaintiff with respect to the Mortgaged Premises. As of April
15, 2013, Plaintiff has incurred appraisal costs in the amount of $6,750.00 for an
appraisal conducted on or about January 26, 2011 and an appraisal conducted on or
about March 6, 2013. True and correct copies of the invoices related to the appraisal
costs are collectively attached hereto and incorporated by reference as Exhibit "F."
17. The Mortgage specifically provides Plaintiff shall be reimbursed for
environmental inspection costs incurred after default with respect to the Mortgaged
Premises.
18. The Mortgage further provides that in the event of default in the timely
payment or performance of any of the obligations, Plaintiff,
at its option and without any duty on its part to determine the validity
or necessity thereof, may pay the sums for which Mortgagor is
obligated. Further, [Plaintiff] Bank may pay such sums as [Plaintiff]
Bank deems appropriate for the protection and maintenance of the
[Mortgaged Premises] Property including, without limitation, sums to
pay impositions and other levies, assessments or liens, maintain
insurance, make repairs, secure the [Mortgaged Premises] Property,
maintain utility service, intervene in any condemnation and pay
attorneys' fees and other fees and costs to enforce this Mortgage or
protect the lien thereof (including foreclosure) of collect the
obligations, without limitation, including those incurred in any
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proceeding including bankruptcy or arbitration. Any amounts so paid
shall bear interest at the default rate stated in the Note and shall be
secured by this Mortgage.
19. As a consequence of the foregoing, Defendant is liable to Plaintiff as of
April 15, 2013, as follows:
Principal Balance $802,641.95
Interest $ 1,081.47
Late Charges $ 2,334.52
2011 Appraisal Fee $ 3,500.00
2013 Appraisal Fee $ 3,250.00
Attorney's Fees & Costs $ 5,000.00
TOTAL $817,807.94
20. The Guaranty provides that Plaintiff shall be entitled to enter judgment by
confession "for such sums as are due or may become due hereunder or under any
other Loan Documents, together with costs of suit and actual collection costs including,
without limitation, reasonable attorneys' fees equal to 5% of the Guaranteed
Obligations then due and owing Out in no event less than $5000..."
21. Minimum attorney's fees of $5,000.00 are authorized pursuant to the Note
and Guaranty, and are reasonable, considering the time and labor involved in
completing the within action against Defendant and recovering the underlying debt, the
skills requisite to conduct such action, and customary charges in Cumberland County
and throughout the Commonwealth of Pennsylvania for similar legal services.
WHEREFORE, Plaintiff, Wells Fargo Bank, NA, as successor by merger to
Wachovia Bank, National Association, demands judgment in its favor and against
Defendant, Benjamin B. Schmick, III, in the sum of $817,807.94, as authorized by the
Warrant appearing in the Guaranty attached to the within Complaint as Exhibit "C, plus
costs of this suit, continuing interest accruing at the Default Rate of 9.92% per annum
arising subsequent to April 15, 2013, late charges as applicable and authorized per the
Note, reimbursement of additional costs and expenses incurred by Plaintiff and
authorized by the Mortgage, including, but not limited to, insurance, appraisal, and
environmental inspection costs, real estate taxes due for the Mortgaged Premises and
paid by Plaintiff, along with expenses incurred for the maintenance and preservation of
the Mortgaged Premises, and continuing attorney's fees and costs incurred by Plaintiff
in excess of $5,000.00, up to a maximum of 5% of the outstanding indebtedness due
and owing as authorized by the Guaranty.
WESTER LAW OFFICES
Denise L. Wester, Esquire
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VERIFICATION
I, Samir P. Ashmar, am a Vice President for Wells Fargo. Bank, NA, and state
that I am authorized to. make this verification on its behalf. I verify that the statements
made in the foregoing pleading are true and correct to the best of my knowledge,
information and belief. I understand that any false statements therein are subject to the
penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities.
WELLS FARGO BANK, NA
1 1, 5 - 19 a 3 DATE: BY:
SAMIR P. ASHMAR
Vice President
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EXHIBIT A
PROMISSORY NOTE
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C"I $959,000.00
1. May 1, 2009
I'• . i
I
118 N. 3rd Street, LLC j
I ; 305 Brown Street i
Philadelphia, Pennsylvania 19123
(Hereinafter referred to as "Borrower ")
Wachovia Bank, National Association
Philadelphia, Pennsylvania 19109
(Hereinafter referred to as 'Bank ")
Borrower promises to pay to the order of Bank, in lawful money of the United States of Anerica by mailing
to the address specified hereinafter or wherever else Bank may specify, the sum of Nine hundred Fifty -
Nine Thousand, and 001100 Dollars ($959,000.00) or such sum as may be advanced and outstanding
from time to time, with interest on the unpaid principal balance at the rate and on the barns provided in
this Promissory Note (including all renewals, extensions or modifications hereof, this "Note ").
USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the
commercial purposes of Borrower, as follows: refinance of existing debt.
SECURITY. Borrower has granted or will grant Bank a security interest in the collateral des in the
Loan Documents and such other security instruments as are executed from time to time, irtclud ng, but
not limited to, real and personal property collateral described in that certain security instrument, )f even
date herewith, as modified, restated or replaced from time to time. i
INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof
at the rate of 6.92% (`Interest Rate ").
DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (an defined herein)
occurs and as long as a Default continues, all outstanding Obligations other than Obligations under any
swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and
Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ( "Default Rate "). The Default Rale
shall also apply from demand -until the Obligations or any judgment thereon is paid in full.
INTEREST AND FEES COMPUTATION (ACTUAU360). Interest and fees, if any, shall be computed on
the basis of a 360 -day year for the actual number of days in the applicable period ( "Actual/360
Computation "). The Actual /3130 Computation determines the annual effective yield by 'taking the stated
(nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic: rate to
be applied for each day in the applicable period. Application of the Actual /360 Computation produces an
annualized effective rate exceeding the nominal rate.
PREPAYMENT ALLOWED. This Note may be prepaid in whole or in part at any time. Any prepayment
shall include accrued interest and all other sums then due under any of the Loan Documents (as defined
below). No parlial prepayment shall affect Borrower's obligation to make any payment of principal or
interest due under this Note on the date specified below in the Repayment Terms paragraph of this Note
until this Note has been paid in full.
REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of Irincipal
and interest in the amount of $8.632.06 commencing on June 1, 2009, and continuing on the same day of
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each month thereafter until fully paid. In any event, all principal and accrued interest ;.hall be due and
payable on May 1, 2014.
AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT. Borrower authorizes (lank to
debit demand deposit account number 2000012327148 or any other account with Wachovia Bank.
(routing number 031000503) designated in writing by Borrower, beginning June 1, 2009 for any pa /menu;
( •, due under this Note. Borrower further certifies that Borrower holds legitimate ownership of this z ccoun:
r•, and preauthorizes this periodic; debit as part of its right under said ownership.
t APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward
payment of the Obligations shall be applied to accrued interest and then to principal. If a Default accur:>,
monies may be applied to the Obligations in any manner or order deemed appropriate by Banx.
t If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for
:• any reason returned by Bank because of any adverse claim or threatened action, the returned paymew
shall remain payable as an obligation of all persons liable under this Note or other Loai Documents e
though such payment had not been made.
DEFINITIONS. Loan Documents. The term "Loan Documents as used in this Note and the other Loan
Documents, refers to all documents executed in connection with or related to the loan evidenced by th s
Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any
letters of credit issued pursuant to any loan agreement to which this Note is subject, any applicat:ons for
such letters of credit and any other documents executed in connection therewith or related thereto, and
may include, without limitation, a commitment letter that survives closing, a loan agreement. this Note.
guaranty agreements, security agreements, security instruments, financing statements, mortgage
instruments, any renewals of modifications, whenever any of the foregoing are executed, but does nut
include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time:). Obligatlons.
The term "Obligations ", as used in this Note and the other Loan Documents, refer <; to any and zrll
indebtedness and other obligations under this Note, all other obligations under any other Loan
Documenl(s), and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as o effect
from time to lime) betweer Borrower and Bank, or its affiliates, whenever executed. Certaln Other
Terms. All terms that are used but not otherwise defined in any of the Loan Documents shall have the
definitions provided in the Uniform Commercial Code.
LATE CHARGE. If any payments are not timely made. Borrower shall also pay to Bank a late charge
equal to 5% of each payment past due for 10 or more days. This late charge shall not apply to payments
due at maturity or by acceleration hereof.
Acceptance by Bank of any late payment without an accompanying late charge shall not be deorned a
waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late
payment received.
If this Note is secured by owner- occupied residential real property located outside the state in which the
office of Bank first shown above is located, the late charge laws of the state where the real properly is
located shall apply to this Note and the late charge shall be the highest amount allowable under such
laws. If no amount is stated thereunder, the late charge shall be 5% of each payment past due for 10 or
more days.
ATTORNEY:i' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable
expenses actually incurred to enforce or collect any of the Obligations including, without limitation,
reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without
the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or
bankruptcy proceeding.
USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed tht�
maximum laNvIul rate, the effective interest rate under this Note shall be the maximum lavrful rate, and any
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amount received by Bank in excess of such rate shall be applied to principal and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.
DEFAULT. If any of the following occurs, a default ( "Default ") under this Note shall exist: Nonpayment;
Nonperformance. The failure of timely payment or performance of the Obligations or CefaLlt under this
Note or any other Loan Documents. False Warranty. A warranty or representation made or c'eerned
• made in the Loan Documents or furnished Bank in connection with the loan evidenced by th s Note:
proves materially false, or if of a continuing nature, becomes materially false. Cross Default. A; Bank's;
°t option, any default in payment or performance of any obligation under any other loans, contracts or
agreements of Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the holcer(s) of
s the majority ownership interests of Borrower with Bank or its affiliates ( "Affiliate" shall have the nieanir;q
I:I as defined in 11 U.S.C. § 101, as in effect from time to time, except that the term "Borrower" shall tcs
substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower hc'ds,
Q% directly or indirectly, a controlling interest). Cessation; Bankruptcy. The death of, e.,ppointment of a
t... guardian for, dissolution of, termination of existence of, loss of good standing status by, appointmt >nt of a
receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency
proceeding by or against Borrower, its Subsidiaries or Affiliates, if any, or any general partner or cr the
holder(s) of the majority ownership interests of Borrower, or any party to the Loan Documents. Material
Capital Structure or Business Alteration. Without prior written consent of Bank, (i) a material alleraticn
in the kind or type of Borrower's business or that of Borrower's Subsidiaries or Affiliates, if any; (ii) the
sale of substantially all of the business or assets of Borrower, any of Borrower's Subsidiaries or Affiliates
or any guarantor, or a material portion (10% or more) of such business or assets if such a sale is oulsice
the ordinary course of business of Borrower, or any of Borrower's Subsidiaries or Affsl3tes or ary
guarantor, or more than 50% of the outstanding stock or voting power of or in any such enti °,t in a single
transaction or a series of transactions; (iii) the acquisition of substantially all of the business or assets or
more than 50% of the outstanding stock or voting power of any other entity; or (iv) should any Sam)wer os
any of Borrowers Subsidiaries or Affiliates or any guarantor enter into any merger or consolidation
Material Adverse Change. Bank determines in good faith. in its sole discretion, that the prospects for
payment or performance of the Obligations are impaired or there has occurred a material adverse - hancf-
in the business or prospects of Borrower, financial or otherwise.
REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bunk may :3;
any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien against
Borrower's deposit accounts and investment property without notice. Acceleration Upon Default.
Accelerate the maturity of this Note and, at Bank's option. any or all other Obligations, other than
Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to lime)
between Borrower and Bank, or its affiliates, which shall be due in accordance with and governed by the
provisions of said swap agreements; whereupon this Note and the accelerated Obligations shall be
immediately due and payable: provided, however, if the Default is based upon a bankruptcy or insolvency
proceeding commenced by or against Borrower or any guarantor or endorser of this Nota. all Obligations
(other than Obligations under any swap agreement as referenced above) shall automatically and
immediately be due and payable. Cumulative. Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.
FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information as Bank may
reasonably request from time to time, including without limitation, financial statements and info�malion
pertaining to Borrower's financial condition. Such information shall be true complete, and accuratr:�.
FINANCIAL COVENANTS. Borrower agrees to the following provisions from the date hereof until linal
payment in full of the Obligations, unless Bank shall otherwise consent in writing, using the f.nancial
information for Borrower, its subsidiaries, affiliates and its holding or parent company, as applicable:
Deposit Relationship. Borrower shall maintain its primary depository account with Bank.
CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER CrF
AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER. IN
GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST BC.:►RROWEIR. THE
$asaeo (wv 3 1 o)
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BORROWER, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE
COUNSEL FOR BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY
KNOWINGLY, INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY AND UNCONDITIONALLY WAIVES
ANY AND ALL RIGHTS THE BORROWER HAS OR MAY HAVE TO PRIOR N(::)TICE AND AN
OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE
UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE
( INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT
r' OF THE BORROWER'S BANK ACCOUNT AND OTHER ASSETS. BORROWER ACKNOWLEDGES
AND UNDERSTANDS THAT BY ENTERING INTO THIS NOTE CONTAINING A CONFESSION OF
JUDGMENT CLAUSE THAT BORROWER IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY
LL GIVING UP ANY AND ALL RIGHTS, INCLUDING CONSTITUTIONAL RIGHTS, THAT BORROWER
HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED
W AGAINST BORROWER AND BEFORE THE BORROWER'S ASSETS, INCLUDING, WITHOUT
LIMITATION, ITS BANK ACCOUNTS, MAY BE GARNISHED, LEVIED, EXECUTED UPON ?,ND /OR
ATTACHED. BORROWER UNDERSTANDS THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION
AND /OR ATTACHMENT SHALL RENDER THE PROPERTY GARNISHED, LEVIED, EXECUTED
UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO BORROWER. IT IS SPECIFICALLY
ACKNOWLEDGED BY BORROWER THAT THE BANK HAS RELIED ON THIS WARRANT OF
ATTORNEY AND THE RIGHTS WAIVED BY BORROWER HEREIN IN RECEIVING THIS NOTE AND
AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO THE BORROWER.
If a Default occurs under this Note or any other Loan Documents, each Borrower hereby joil.tly acid
severally authorizes and empowers any attorney of any court of record or the prothonotary or cler< of any
county in the Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or the clerk of
any United States District Court, to appear for Borrower in any and all actions which may be brought
hereunder and enter and confess judgment against the Borrower or any of them in favor of the Hank fc:r
such sums as are due or may become due hereunder or under any other Loan Documents, together with
costs of suit and actual collection costs including, without limitation, reasonable attorneys' fees (qual to
5 1 /0 of the Obligations then due and owing but in no event less than $5.000.00, with or without declaration,
without prior notice, without stay of execution and with release of all procedural errors and the right to
issue executions forthwith. To the extent permitted by law, Borrower waives the right of inquisition on any
real estate levied on, voluntarily condemns the same, authorizes the prothonotary or clerk to enter upon
the writ of execution this voluntary condemnation and agrees that such real estate may be sold c n a writ
of execution; and also waives any relief from any appraisement, stay or exemption law of any state: now in
force or hereafter enacted. Borrower further waives the right to any notice and hearing prior to the
execution, levy, attachment or other type of enforcement of any judgment obtained hereunder,
including, without limitation, the right to be notified and heard prior to the garnishment, levy,
execution upon and attachment of Borrower's bank accounts and other property. If a cop; of this
Note verified by affidavit of any officer of the Bank shall have been filed in such acticn, it shall not be
necessary to file the original thereof as a warrant of attorney, any practice or usage to the :ontrary
notwithstanding. The aulhori;y herein granted to confess judgment shall not be exhausted t)y any single
exercise thereof, but shall continue and may be exercised from time to time as often as the Bank shall
find it necessary and desirable and at all times until full payment of all amounts due hereunder and under
any other Loan Documents. The Bank may confess one or more judgments in the Name or different
jurisdictions for all or any part of the Obligations arising hereunder or under any other Loan Documents to
which Borrower is a party, without regard to whether judgment has theretofore been confessed on more
than one occasion for the same Obligations. In the event that any judgment confessed against the
Borrower is stricken or opened upon application by or on behalf of Borrower or any oblig )r for any reason,
the Bank is hereby authorized and empowered to again appear for and confess judgment against
Borrower for any part or ail of the Ooligations owing under this Note and/or for any other liabilities, as
herein provided.
WAIVERS AND AMENDMENTS. Nc waivers, amendments or modifications of this Note and other Loan
Documents shall be valid unless in writing and signed by an officer of Bank. No waive: r by Bank of any
Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither
the failure nor any delay on tl part of Bank in exercising any right, power, or remedy under this Note and
Page 4 NtNY qR:
other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower and
U each other person liable under this Note waives presentment, protest, notice of dishonor, demand for
payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all
\ other notices of any kind. Further, each agrees that Bank may (i) extend, modify or renew this Note or
make a novation of the loan evidenced by this Note, and /or (ii) grant releases, compromises or
indulgences with respect to any collateral securing this Note, or with respect to any Borrower or other
person liable under this Note or any other Loan Documents, all without notice to or consent of each
Borrower and other such person, and without affecting the liability of each Borrower and other such
` person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan
evidenced by this Note without the consent of the Borrower, or if there is more than one Borrower, without
-1 the consent of at least one Borrower; and further provided, if there is more than one Borrower, Bank may
not enter into a modification of this Note which increases the burdens of a Borrower without the consent
of that Borrower.
MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to
the benefit of and be binding upon the parties and their respective heirs, legal representatives,
successors and assigns. Bank's interests in and rights under this Note and the other Loan Documents
are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any of the other
Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan
Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and
interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign
without Bank's prior written consent is null and void. Any assignment shall not release Borrower from the
Obligations. Organization; Powers. Borrower represents that Borrower (i) is (a) an adult individual and
is sui iuris or (b) a corporation, general partnership, limited partnership, limited liability company or other
legal entity, duly organized, validly .existing and in good standing under the laws of its state of
organization, and is authorized to do business in each other jurisdiction wherein its ownership of property
or conduct of business legally requires such organization (ii) has the power and authority to own its
properties and assets and to carry on its business as now being conducted and as now contemplated;
and (iii) has the power and authority to execute, deliver and perform, and by all necessary action has
authorized the execution, delivery and ;performance of, all of its obligations under this Note and any other
Loan Document to which it is a party. Compliance with Laws. Borrower represents that Borrower and
any subsidiary and affiliate of Borrower and any guarantor are in compliance in all respects with all
federal, state and local laws, rules and regulations applicable to its properties, operations, business, and
finances, including, without limitation, all applicable federal, state and local laws and regulations intended
to protect the environment; and the Employee Retirement Income Security Act of 1974, as amended
( "ERISA "), if applicable. None of Borrower, or any subsidiary or affiliate of Borrower or any guarantor is a
Sanctioned Person or has any of its assets in a Sanctioned Country or does business in or with, or
derives any of its operating income from investments in or transactions with, Sanctioned Persons or
Sanctioned Countries in violation of economic sanctions administered by OFAC. The proceeds from the
Loan will not be used to fund any operations in, finance any investments or activities in, or make any
payments to, a Sanctioned Person or a Sanctioned Country. 'OFAC" means the U.S. Department of the
Treasury's Office of Foreign Assets Control. "Sanctioned Country" means a country subject to a sanctions
program identified on the list maintained by OFAC and available at
http : /twww.treas.gov /offices/ enforcement /ofac/programs/index.shtmi, or as otherwise published from time
to time. "Sanctioned Person" means (i) a person named on the list of Specially Designated Nationals or
Blocked Persons maintained by OFAC available at
http: /Avww.treas.gov /offices/ enforcement /ofacJsdnrindex.shtmi, or as otherwise published from time to
time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a
Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC. Applicable Law; Conflict Between Documents. This Note
and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be
governed by and 'interpreted in accordance with federal law and, except as preempted by federal law, the
laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of
6MM (Rav 310) Page 5 note doc
laws principles. If the terms of this Note should conflict with the terms of any lain agrt?eman or any
commitment letter that survives closing, the terms of this Note shall control. Borrower's Accounts.
Except as prohibited by law. Borrower grants Bank a security interest in all of Borrower's deposit accounts
and investment property with Bank and any of its affiliates. Swap Agreements. All swat) agreements (.as
defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and Bank or its
affiliates are independent agreements governed by the written provisions of said swap a( 3. whi --h
..� will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduc:icn.
increase or change in the terms of this Note, except as otherwise expressly provided in said written swap
r' agreements, and any payoff statement from Bank relating to this Note shall not apply to said sw;3p
agreements except as otherwise expressly provided in such payoff statement. Jurisdiction. Borrower
irrevocably agrees to non- exclusive personal jurisdiction in the state named in the Bank's addres:, on the
first page hereof. Severability. If any provision of this Note or of the other Loan Documents :shall be
l' I prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Note or other such document. Payments. All payments shall be mailed to Bank at Commercial 1_0:3n
Services, P. O. Box 740502, Atlanta, GA 30374.0502; or other such address as provided by Bank in
writing. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivwed
to the Borrower's address shown above or such other address as provided hereunder, and to B��nk, if in
writing and mailed or delivered to Waphovia Bank, National Association, Mail Code VA762a, P. O. Sox
13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Coda:: VA7628, 7711
Plantation Road, Roanoke, VA 24019 or such other address as Bank may specify in writing from time to
time. Notices to Bank must include the mail code. In the event that Borrower changes Borrower's
address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give
written notice of said change of address by registered or certified mail, return receipt requested, all
charges prepaid. Plural; Captions. All references in the Loan Documents to Borrower, guarantor,
person, document or other nouns of reference mean both the singular and plural form, as the czrse may
be, and the term "person" shall mean any individual, person or entity. The captions contained in the Loan
Documents are inserted for convenience only and shall not affect the meaning or interpretatio:i of I - ie
Loan Documents, Advances. Bank may, in its sole discretion, make other advances which shall ne
deemed to be advances under this Note, even though the stated principal amount of this Note may oe
exceeded as a result thereof. Posting of Payments. All payments received ciurinci normal banking
hours after 2:00 p.m_ local time at the address for payments set forth above shall be deemed received at
the opening of the next banking day. Joint and Several Obligations. If there i<; more than one
Borrower, each is jointly and severally obligated together with all other parties obligated for the I
Obligations. Fees and Taxes. Borrower shall promptly pay all documentary, intangible rec )rdation
and/or similar taxes on this transaction whether assessed at closing or arising from time '.o time.
LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES H1 =RET0,
INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OF: AMONG THEM
THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR ANIONG THEM OR
THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY
PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE
PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY
DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY
SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY
ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help tight the
funding of terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an account. For purposes of
this section, account shall be understood to include loan accounts. Telephone Communication
Monitoring. Borrower agrees that Borrower's telephone communications with Bank may be monitored
and/or recorded to improve customer service and security. Final Agreement. This Note and the other
Loan Documents represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous or subsequent agreements of the parties. There are no unwritten
agreements between the parties.
S350ao raoy 31 ur
Page 6 N0161 00C
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE ;.AW, EA.CH OF
BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JIJ12Y
•� IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONN(CTION
i..j WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE
t•,, EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF
�•,, DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY-WITH
RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BAIJK TO ACCEPT THIS
t.,! NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND
,..I REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE
PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT
t HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,
ti:11 SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE.
IN WITNESS WHEREOF. Borrower, on the day and year first above written, has caused this Note to oe
duly executed under seal.
118 N. 3rd Street, LL
By: (SEAL►
ugenie Perret, Ma ging Member
r
By' (SEAL)
Michael B. %chmick, Managing Memb r
CAT - Deal 4 2091597234 Facility ID 2091609894
S3bOB0 {Riv 31 0)
Page 7 X01 O7
---
'ht
ACHOVIA
May 19, 2009
118 N. 3 fd
Street, L);,C
Pl'I 305 Brown Street
Philadelphia, Pennsylvania 19123
t , l
V.. Re: Commercial Loan# 20- 9767404327/59 —
1
01 pear Valued Customer:
f•1I
0 Per your rcqueA we are changing the repayment terms for the above - referenced note originally dated May 1,
(; ;1 :009 in the original amou ni of S 959,000.00, With your signatures below as indication of your acceptance of this
change, the terTu changes are as follows:
REPAYMENT TERMS: This Note shat] be due and payable in consecutive monthly payments of
principal & interest in the amount of S 8,632.06 with the first payment comm"cing; on June 8, 2009,
and on the saute day of each month thereafter until fully paid. In any event, all principal and accrued
interest ;hall be due and payable on May 1, 2014.
All other tams and conditions of the above referenced Promissory Note shall remain in effect. Please return this
original letter with your original signatures below. The estimated interest due from June 1, 2009 to June 8,
;1009 is S 1290.38. Please return via the enclosed self addressed envelope within ten business days from the date
of this letter. if either is not received, the Note shall remain unchanged,
:sincerely,
Jennifer Haymes
Servicing Specialist
13usiness Credit Solutions
215.670.7389
Accepted At Agreed This Day Of 2009
.By:
E u errct, Managing Member
By• ,
Micheal $. 5chmick, Managing Member
contlrmatlon 0 246088
8usineca Credit Soluttorm, 123 South Broad Street, PA 1323• Phlledelphia, Pe 19109
EXHIBIT B
eRecorded in Philadelphia PA Doc Id: 52061086
05/08/2009 01:43PM Receipt#: 797291
Page 1 of 13 Roo Foe: $126.50
Commissioner of Records Doc Code: M
State RTT: Local RTT:
Parcel 10 1 N 16 -160
PREPARED BY: Jaynes Tobin
RETURN TO:
Wachovia Bank, National Association
Commercial Loan Services, NC6376
Collateral Servicing Department
P.O. Box 2705 2 2_q4
Q
Winston - Salem, NC 27199 -8182 lTy'ABSTRACT, INC.
Telephone Number: 215.670 -7369 1608 WALNUT STREET
SUITE #401
PHILADELPHIA, PA 19103
I her y e that the address of the Bank (Mortgagee) stated below is correct.
David 6k I ant Vice President
OPEN -END MORTGAGE AND ASSIGNMENT OF RENTS
This MORTGAGE AND ASSIGNMENT OF RENTS (hereafter referred to as "Mortgage') made May 1,
2009, by and between 118 N. 3rd Street, LLC, whose mailing address is 305 Brown Street, Philadelphia,
Pennsylvania 19123 ( "Mortgagor "), and Wachovia Bank, National Association, a national banking
association, whose address is 123 South Broad Street, Philadelphia, Pennsylvania 19109 ( "Bank "). Bank
is the mortgagee hereunder for indexing purposes by the clerk of court.
WITNESSETH:
To secure payment and performance of obligations under a Promissory Note (the "Note ") dated
May 1, 2009, in the amount of $959,1)00.00, made by Mortgagor payable to Bank, any present or future
Letters of Credit issued by Bank or its affiliates for the account of Mortgagor, other loan documents as
defined in the Note (the 'Loan Documents'), and swap agreements (as defined in 11 U.S.C. § 101, as in
effect from Ume to time) between Mortgagor and Bank or any of Its affiliates as defined in 11 U.S.0 §101,
as in effect from time to time, all pther indebtedness of Mortgagor to Bank whenever borrowed or
incurred, whether or not reasonably , contemplated by the parties hereto as of the date hereof, and any
renAwals, extensions, novaUons, or modifications of the foregoing (collectively the "Obligations "), and in
consideration of these premises and for other consideration, Mortgagor does mortgage, grant and convey
unto Bank (for Itself and its affiliates), Its successors and assigns all of Mortgagor's right, tide and Interest
now owned or hereafter acquired in and to each of the following (collectively, the 'Property"): (1) all those
certain tracts of land In the City of Philadelphia, County of Philadelphia, Commonwealth of Pennsylvania
described in EXHIBIT A attached hereto and made part hereof (the "Land "); (Ii) all buildings and
improvements now or hereafter erected on the Land; (iii) all fixtures attached to the Land or any buildings
or improvements situated thereon: and (iv) all estates, rights, tenements, hereditaments, prlvilec;es, rents,
issues, profits easements, and appurtenances of any kind benefiting the Land; all means of access to and
from the Land, whether public or private; and all water and mineral rights.
In the event that Mortgagor Is the owner of a leasehold estate with respect to any portion of the
Property and Mortgagor obtains a fee estate In such portions of the Property, then, such fee estate shall
I
i
"„z, ( Raw ,..o, WPa12091609894001 CDOC+TM?UCXX m4_nan.000
OQTM
52061086 Page 2 of 13
` 05/08/2009 01:43PM
automatically, and without further action of any kind on the part of the Mortgagor, be and become subject
to the security title and lien of this Agreement.
TO HAVE AND TO HOLD the Property and all the estate, right, title and Interest, In law and in
equity, of Mortgagor's in and to the Property unto Bank, Its successors and assigns, forever,
Mortgagor WARRANTS AND REPRESENTS that Mortgagor Is lawfully seized of the Property, In
fee simple, absolute, that Mortgagor has the legal right to convey and encumber the same, and that the
Property is free and clear of all liens and encumbrances. Mortgagor further warrants and will forever
defend all and singular the Property and title thereto to Bank and Bank's successors and assigns, against
the lawful claims of all persons whomsoever.
PROVIDED ALWAYS that if (1) all the Obligations (including without limitation, all termination
payments and any other amounts due under or In connection with any swap agreements (as defined in 11
U.S.C. § 101, as in effect from time to time) secured hereunder) are paid In full, (li) each and every
representation, warranty, agreement, covenant and condition of this Mortgage, and the other Loan,
Documents, are complied with and eblded by, and (iii) any and all swap agreements (as defined in 11
U.S.C. § 101, as in effect from time to U secured hereunder have matured or been terminated, then
this Mortgage and the estate hereby created shall cease and be null, void, and canceled of record.
To protect the security of this Mortgage, Mortgagor further represents and agrees with Bank as
follows:
Payment of Obligations. That the Obligations shall be timely paid and performed.
Future Advances. This Mortgage Is given to secure not only existing Obligations, but also future
advances, including obligations under svrap agreements (as defined in 11 U.S.C. § 101, as in effect from
time to time) to the same extent as if such future advances and obligations under swap agreements (as
defined In 11 U.S.C. § 101, as in effect from time to time) are made on the date of the execution of this
Mortgage. The principal amount (including any swap agreements (as defined In 11 U.S,C. § 101, as in
effect from time to time) and future advances) that may be so secured may decrease or increase from
time to time, but the total amount so seccured at any one time shall not exceed $1,918,000.00, plus all
Interest, costs, reimbursements, fees and expenses due under this Mortgage and secured hereby.
Mortgagor shall not execute any documeint that impairs or otherwise Impacts the priority of any existing or
future Obligations secured by this Mortgage.
Nothing herein obligates Bank to provides credit in excess of the Obligations.
Leases, Subleases and Easoments. Mortgagor shall maintain, enforce and cause to be
performed all of the terms and conditions under any lease, sublease or easement which may oonstitute a
portion of the Property. Mortgagor shall not, without the consent of Bank (which consent shall not be
unreasonably withheld or delayed), enter into any new lease of all or any portion of the Property, agree to
the cancellation or surrender under any lease of all or any portion of the Property, agree to prepayment of
rents, issues or profits (other than rent Laid at the signing of a lease or sublease), modify any such lease
so as to shorten the term, decrease the rent, accelerate the payment of rent, or change the terms of any
renewal option; and any such purported new lease, cancellation, surrender, prepayment or modification
made without the consent of Bank shall be void as against Bank.
Required Insurance. Mortgagor shall maintain with respect to the Property: 0 during
construction of any improvements on the Property, "all -risk" builders risk insurances which must inctude
windstorm, hail damage, fire and vandalism (non- reporting Completed Value with Special Cause of Loss
form), in an amount not less than the completed replacement value of the improvements under
construction, naming Bank as mortgagee and loss payee: (ii) upon completion of construction, upon
occupancy of any Improvements, and at all other times, Insurance against loss or damage by fire and
other Casualties and hazards by Insurance written on an all risks" basis, Including malicious mischief
coverage, in an amount not less than the replacement cost thereof, including coverage for loss of rents or
"6724 (rt,wz<.o)
Pepe 2
52061086 Page 3 of 13
' 05/08/2009 01:43PM
business interruption ff applicable, naming Bank as loss payee and mortgagee; (iii) If the Property is
required to be insured pursuant to the National Flood Reform Act of 1994, and the regulations
promulgated thereunder, flood insurance is required in the amount equal to the lesser of the loan amount
or maximum available under the National Flood Insurance Program, but In no event should the :amount of
coverage be less fhan the value of the Improved structure, naming Bank as mortgagee and loss payee. If,
after closing, the Property (or any part thereof) is rernapped and If the vertical improvements are
determined to be located In a special flood hazard area, Mortgagor must obtain and maintain a flood
Insurance policy. If, within forty -five (45) days of receipt of notification from Bank that the Property has
been reclassified by FEMA as being located In a special flood hazard area. Mortgagor has not provided
sufficient evidence of flood Insurance, Blank Is mandated under federal law to purchase flood insurance
on behalf of Mortgagor, and Bank will add the associated costs to the principal balance of the Note. If the
land or any portion thereof is located in a special flood hazard area, this Agreement may be terminated by
Bank at its sole option; (iv) as applicable, insurance which complies with the workers' compensation and
employers' liability laws of all states in which Mortgagor shall be required to maintain such insurance; and
(v) liability insurance provlding coverage in such amount as Bank may require but in no event less than
$1,000,000.00 combined single limit, naming Bank as an additional Insured; and (vi) such other Insurance
as Bank may require from 6me to time.
All property insurance policies shall contain an endorsement or agreement by the insurer in farm
satisfactory to Bank that any loss shall be payable in accordance with the terms of such policy
notwithstanding any act or negligence of Mortgagor and the further agreement (within both they property
and liability policies) of the insurer waiving rights of subrogation against Bank, and rights of set -off,
counterclaim or deductions against Mortgagor.
All insurance policies shall be in form, provide coverages, be Issued by companies and be in
amounts satisfactory to Bank. At least 30 days prior to the expiration of each such policy, Mortgagor shall
furnish Bank with evidence satisfactory to Bank that such policy has been renewed or replaced or Is no
longer required hereunder. All such policies shall provide that the policy will not be canceled or materlally
amended without at least 30 days prior vOUen notice to Bank. In the event Mortgagor fails to provide,
maintain, keep in force, and furnish to Bank the policies of insurance required by this paragraph, Bank
may procure such Insurance or single Insurance in such amounts, at such premium, for such risks
and by such means as Bank chooses, at Mortgagor's expense; provided however, Bank shall have no
responsibility to obtain any Insurance, but if Bank does obtain insurance, Bank shall have no
responsibility to assure that the Insurance obtained shall be adequate or provide any protection to
Mortgagor.
Insurance Proceeds. After occurrence of any loss to any of the Property, Mortgagor shall give
prompt written notice thereof to Bank.
In the event of such loss all insurance proceeds, including unearned premiums, shall txi payable
to Bank, and Mortgagor hereby authorizes and directs any affected insurance company to make payment
of such proceeds directly to Bank and not to Bank and Mortgagor jointly. Bank is hereby authorized by
Mortgagor to make proof of loss if not promptly made by Mortgagor, settle, adjust or compromise any
Bairns for loss or damage under any policy or policies of Insurance and Mortgagor appoints Sank as its
attomey -in -fact to receive and endorse srny insurance proceeds to Bank, which appointment i:: coupled
with an interest and shall be irrevocable as long as any Obligations remain unsatisfied. Mortgagor Shan
pay the costs of collection, including attorneys' fees, of insurance proceeds payable on account of such
damage or destruction Mortgagor shall havo no claim against the insurance proceeds, or be e:nUued to
any portion thereof, and all rights to the insurance proceeds are hereby assigned to Bank as security for
payment of the Obligations.
In the event of any damage to or destruction of the Property. Bank shall have the option of
applying or paying all or part of the insurance proceeds to (i) the Obligations in such order as Bank may
determine, (ii) restoration, replacement or repair of the Property In accordance: with Bank's standard
construcdon loan disbursement conditions and requirements, or (Iii) Mortgagor. Nothing herein shall be
deemed to excuse Mortgagor from restoring, repairing and maintaining the Property as required herein.
U6724 JR,ev 24.0? Page 3 r�n�utGot
52061086 Page 4 of 13
05/08/2009 01:43PM
I
Impositions; Eserow Deposit, Mortgagor will pay all taxes. levies, assessments and other fees
and charges imposed upon or which may become a Ilen upon the Property under any law or ordinance
(all of the foregoing collectively 'Impositions') before they become delinquent and In any event In the
same calendar year in which they first become due. Upon request of Bank, Mortgagor shall add to each
periodic payment required under the Note the amount estimated by Bank to be sufficient to enable bank
to pay, as they come due, all Impositions and Insurance premiums which Mortgagor is required to pay
hereunder. Payments requested under Ibis provision shall be supplemented or adjusted as required by
Bank from time to time. Such funds may be commingled with the generaf funds of Bank and shall not
earn interest. Upon the occurrence of a Default, Bank may apply such funds to pay any of the
Obligations.
Use of Property. Mortgagor shall use and operate, and require Its lessees or licensees to use
j and operate, the Property in compliance with all applicable laws (including, for example, the American;
with Disabilities Act and the Fair Housing Act) and ordinances, covenants, and restrictions, and with all
applicable requirements of any lease or sublease now or hereafter affecting the Property. Mortgagor
shall not permit any unlawful use of the Property or any use that may give rise to a claim of forfeiture of
i any of the Property. Mortgagor shall not allow changes In the stated use of Property from that disclosed
to Bank at the time of execution hereof. Mortgagor shall not Initiate or acquiesce to a zoning change of
the Property without prior notice to, and written consent of. Bank,
Maintenance, Repairs and Alterations. Mortgagor shall keep and maintain the Property in
good condition and repair and fully protected from the elements to the satisfaction of Bank. Mortgagor
will not remove, demolish or structurally alter any of the buildings or other Improvements on the Property
1 (except such alterations as may be required by laws, ordinances or regulations) without the prior written
consent of Bank. Mortgagor shall promptly notify Bank in writing of any material loss, damage or adverse:
condition affecting the Property.
j Eminent Domain. Should the Property or any interest therein be taken or damaged by reason or(
any public use or improvement or condemnation proceeding ( "Condemnation "), or should Mortgagor
receive any notice or other information regarding such Condemnation, Mortgagor shall give prompt
written notice thereof to Bank. Bank shall be entitled to all compensation, awards and other payments or
relief granted In connection with such Condemnation and, at its option, may commence, appear in and
prosecute In Its own name any action or proceedings relating thereto. Bank shall be entitled to make any
compromise or settlement in connection with such taking or damage. All compensation, awards, and
damages awarded to Mortgagor related to any Condemnation (the "Proceeds ") are hereby assigned to
Bank and Mortgagor agrees to execute such furiher assignments of the Proceeds as Bank may require
Bank shall have the option of applying or paying the Proceeds In the same manner as insurance:
proceeds as provided herein. Mortgagor appoints Bank as its attomey -In -fact to receive and endorse the!
Proceeds to Bank, which appointment Is coupled with an Interest and shall be irrevocable.as long as any
Obligations remain unsatisfied.
Environmental Condition of Property and Indemnity. Mortgagor warrants and represents to
Bank, except as reported by Mortgagor to Bank in writing, that: (1) Mortgagor has inspected and is:
familiar with the environmental condlWn of the Property; (ii) the Property and Mortgagor, and any
occupants of the Property, are In compliance with and shall continue to be in compliance with all
applicable federal, state and local laws and regulations intended to protect the environment and public:
health and safety as the same may be amended from time to time ( " Environmental Laws "); (iii) the:
Property is not and has never been used to generate, handle, treat, store or dispose of, in any quantity„
oil, petroleum products, hazardous or toxic substances, hazardous waste, regulated substances or
hazardous air pollutants (" Hazardous Materials ") In violation of any Environmental Law: ;; (iv) no
Hazardous Materials (including asbestos, mold or lead paint in any form) are located on or under the
Property or emanate from the Property; (v) there are no unregistered underground storage tanks on the
Property that are subject to any underground storage tank registration laws or regulations; (vi) no notice:
has been received with regard to any Hazardous Material on the Property; (vii) no action, investigation or
proceeding is pending or to Mortgagor's knowledge threatened which seeks to enforce any right or
546724(Pav24.0) Page 4 ma;tea:
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05/08/2009 01:43PIM
remedy against Mortgagor or the Property under any Environmental Law; and (viii) all licenses, permits
and other governmental or regulatory actions necessary for the Property to comply with Environmental
Laws shall be obtained and maintained and Mortgagor shall assure compliance therewith.
Further, Mortgagor represents to Bank that no portion of the Property is a protected wetland.
Mortgagor agrees to notify Bank immediately upon receipt of any citations, warnings, orders, notices,
consent agreements, process or claims alleging or relating to violations of any Environmental taws or to
the environmental condition of the Property and shall conduct and complete all Investigations and all
cleanup actions necessary to comply with the Environmental Laws and to remove, in accordance with
Environmental taws, any Hazardous Material from the Property.
Mortgagor shall indemnity, hold harmless, and defend Bank from and against any and all
damages, penalties, fines, claims, suits, liabilities, costs, judgments and expenses, Including 0orneys',
consultants' or experts' fees of every kind and nature incurred, suffered by or asserted against 'Bank as s
direct or indirect result of: (i) representations made by Mortgagor in this Section being or becoming
untrue in any material respect; (ii) Mortgagor's violation of or failure to meet the requirements of any'
Environmental Laws; or (iii) Hazardous Materials which, while the Property is subject to this Mortgage,
exist on the Property. Bank shall have the right to arrange for or conduct environmental inspections of
the Property from time to time (including the taking of soil, water, air or material sarnples). The cost oil
such Inspections made after Default (as hereinafter defined) or which are required by laws or regulation;:
applicable to Bank shall be borne by Mortgagor. However, Mortgagor's indemnity shall not apply to an)
negligent or intentional act of Bank which takes place after foreclosure or satisfaction of this Mortgage.
These indemnification obligations are in addition to General Indemnification provisions set forth hereafter.
Mortgagor's Obligations under this section shall continue, survive and remain in full force and effect
notwithstanding the repayment of the Obligations, a foreclosure of or exercise of power of sale under this
instrument, a delivery of a deed in lieu of foreclosure, a cancellation or termination of record of this
instrument and the transfer of the Property.
Appraisals. Mortgagor agrees that Bank may obtain an appraisal of the Property when required
by the regulations of the Federal Reserve Board or the Office of the Comptroller of the Currency, or any
other regulatory agency or at such other times as Bank may reasonably require. Such appraisals shall loo
performed by an independent third party appraiser selected by Bank. The cost of such appraisals shall
be borne by Mortgagor. If requested by Bank, Mortgagor shall execute an engagerent letter addressed
to the appraiser selected by Bank. Mortgagor's failure or refusal to sign such an engagement letter,
however, shall not impair Bank's right to obtain such an appraisal. Mortgagor agrees to pay the cost of
such appraisal within 10 days after receiving an invoice for such appraisal.
Inspections. Bank, or Its representatives or agents, are authorized to enter at any reasonable:
time upon any part of the Property for the purpose of inspecting the Property and for the purpose of
performing any of the acts it is authorized to perform under the terms of this Mortgage.
Liens and Subrogation. Mortgagor shall pay and promptly discharge at liens, cialms and
encumbrances upon the Property. Mortgagor shall have the right to contest in good faith the validity of
any such lien, claim or encumbrance, provided: (1) such contest suspends the collection thereof or there;
is no danger of the Property being sold or forfeited while such contest is pending; (ii) Mortgagor first
deposits with Bank a bond or other security satisfactory to Bank in such amounts as Bank shall
reasonably require; and (iii) Mortgagor thereafter diligently proceeds to cause such lien, claim or
encumbrance to be removed and discharged.
Bank shall be subrogated to any liens, claims and encumbrances against Mortgagor or the
Property that are paid or discharged through payment by Bank or with loan proceeds, notwithstanding the
record cancellation or satisfaction thereof.
Waiver of Mortgagor's Rights. To the fullest extent permitted by law, Mortgagor waives the
benefit of all laws now existing or that hereafter may be enacted providing for (t) any appraisement before
sale of any potion of the Property, (ii) in any way extending the time for the enforcement of the collection
err rtrMn.bx
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of the Note or the debt evidenced thereby or any of the other Obligations, and any rights to hearing prior
to the exercise by Bank of any right, power, or remedy herein provided to Bank.
To the full extent Mortgagor may do so, Mortgagor agrees that Mortgagor will not at any Umra
insist upon, plead, claim or seek to taker the benefit or advantage of any law now or hereafter in fora►
providing for any exemption (including homestead exemption), appraisement, valuation, stay, extension
or redemption, and Mortgagor for themselves and their respective heirs, devisees, representatives,
successors and assigns, and for any and all persons claiming any Interest In the Property, to the extent
permitted by law, hereby waive and release all rights of valuation, appraisement, redemption, stay of
execution, the benefit of all exemption laws, notice of election to mature or declare due the whole of the
secured indebtedness and marshalling In the event of foreclosure of the liens hereby created. Mortgagor
further waives any and all notices including, without limitation, notice of intention to accelerate and of
acceleration of the Obligations.
Payments by Bank. In the event of Default (as hereinafter defined) in the timely payment or
performance of any of the Obligations, Bank, at Its option and without any duty on its part to determine
the validity or necessity thereof, may pay the sums for which Mortgagor is obligated. Further, Bank may
pay such sums as Bank deems appropriate for the protection and maintenance of the Property including,
without limitation, sums to pay Impositions and other levies, assessments or liens. maintain insurance.
make repairs, secure the Property, maintain utility service, intervene in any condemnation and pay
attorneys' fees and other fees and costs to enforce this Mortgage or protect the lien hereof (including
foreclosure) or collect the Obligations, without limitation, Including those Incurred in any proceedings
Including bankruptcy or arbitration. Any amounts so paid shall bear interest at the default rate► stated it
the Note and shall be secured by this Mortgage.
Indemnification. Mortgagor shall protect, indemnify and save harmless Bank from arid against
all losses, liabilities, obligations, claims, damages, penalties, fines, causes of action, costs and expenses:
(including, without limitation, reasonable attorneys' fees and expenses) (collectively, 'Darrkages ") imposed
i upon, incurred by or asserted or assessed against Bank on account of or In connection with (i) the Loan
Documents or any failure or alleged failure of Mortgagor to comply with any of the terms of, or the
inaccuracy or breach of any representation In, the Loan Documents; (ii) the Collateral or any clairn of loss
or damage to the Property or any Injury or claim of injury to, or death of, any person or property that may
be occasioned by any cause whatsoever pertaining to the Property or the use, occupancy or operation
thereof, (iii) any failure or alleged failure of Mortgagor to comply with any law, rule or regulation :applicable
to it or to the Property or the use, occupancy or operation of the Property (including, without limitation, the
failure to pay any taxes, fees or other charges), (iv) any Damages whatsoever by reason of any alleged
action, obligation or undertaking of Bank relating in any way to or any matter contemplated by the Loan
Documents, (v) any claim for brokerage fees or such other commissions relating to the Property or any
other Obligations. or (vi) any and all liability arising from any leases related to the Property. Nothing
contained herein shall require Mortgagor to indemnify Bank for any Damages resulting from Bank's gross
negligence or its willful and wrongful acts, and such Indemnity shall be effective only to the extent of any
Damages that may be sustained by Bank in excess of any net proceeds received by it from any insurance
of Mortgagor (other than self - insurance) with respect to such Damages. The indemnity provided for
herein shall survive payment of the Obligations and shall extend to the officers, directors, employees and
duly authorized agents of Bank. in the event the Bank incurs any Damages arising out of or in any way
relating to the transaction contemplated by the Loan Documents (including any of the matters referred to
in this section), the amounts of such Damages shall be added to the Obligations, shall bear interest, to
the extent permitted by law, at the interest rate borne by the Obligations from the date Incurred until paid
and shall be payable on demand.
Assignment of Rents, Mortgagor hereby absolutely assigns and transfers to Bank all the
leases, rents, issues and profits of the Property (collectively "Rents "). Although this assignment is
effective Immediately, so long as no Default exists, Bank gives to and confers upon Mortgagor the
privilege under a revocable license to collect as they become due, but not prior to accrual, the Rents and
to demand, receive and enforce payment, give receipts, releases and satisfactions, and sue in the name
of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or
'645724 (ROY 24.0) Paste 6
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Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the
license granted to Mortgagor herein shall be automatically revoked without further notice to or demand
upon Mortgagor, and Bank shall have they right, in Its discretion, without notice, by agent or by a receiver
appointed by a court, and without, regard to the adequacy of any security for the Obligations. (i) to enter
upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to
pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and
directed to make payment as specified in the notice and disregard any contrary direction or instruction by
Mortgagor, and (Iii) in Its own name, sue for or otherwise collect Rents, including those past due, and
apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the
Obligations In such order and manner as Bank may determine or as otherwise provided for herein.
Bank's exercise of any one or more of the foregoing rights shall not cure or waive any Oefault or notice of
Default hereunder.
Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the
prior written consent of Bank In each Instance, Mortgagor shall not (i) sell, convey, transfer or encumber
the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any
transfer of the Property or any part thereof, whether voluntarily, involuntarily or by operation of Law, or (iii)
enter into any agreement or transaction to transfer, or accomplish In form or substance a transfer, of the
Property. A "transfer" of the Property includes: (a) the direct or Indirect sale, transfer or conwayanee of
the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or
similar instrument affecting all or any portion of the Property; (c) if Mortgagor or any general partner or
member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business
entity, the transfer, pledge, assignment or encumbrance (whether In one transaction or a series of
transactions) of any stock, partnership, limited liability company or other ownership Interest:; in such
corporation, partnership, limited liability company or entity including, without limitation, changes In
stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; whether
directly or indirectly; (d) if Mortgagor, or any general partner or member of Mortgagor, I a corporation, the
creation or issuance of new stock by which an aggregate of more than 10% of such corporation's stock
shall be vested in a parry or parties who are not now stockholders; and (e) an agreement by Mortgagor
leasing all or a substantial part of the Property for other than actual occupancy by a spa. tenant
thereunder or a sale, assignment or other transfer of or the grant of a security interest in and to any
Leases.
Bank's consent to any conveyance or encumbrance may be conditioned upon an increase in the
interest rate specified in the Note (or other Obligations), an extension or curtailment of the maturity of the
Obligations, or other modification of the Note or this instrument.
Remedies of Bank on Default. Failure of Mortgagor or any other person liable to timely pay or
perform any of the Obligations or a violation of the preceding section Is a default ( "Default ") under this
Mortgage. Upon the occurrence of Default the following remedies are available, without limitation, to
Bank; (i) Bank may exercise any or all of Bank's remedies under this Mortgage or other Loan D>curnents
Including, without limitation, acceleration of the maturity of all payments and Obligations, other than
Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as In effect from tirru) to time)
with Bank or any of Its affiliates, which shall be due in accordance with and governed by the provisions of
said swap agreements (as defined in 11 U.S.C. § 101, as In effect from time to time); (ii) Bank may take
immediate possession of the Property or any part thereof (which Mortgagor agrees to surrender to Bank)
and manage, control or lease the same to such persons and at such rental as It may deem proper and
collect and apply Rents to the payment of: (a) the Obligations, together with all costs and attorneys' fees;
(b) all Impositions and any other levies, assessments or liens which may be prior in lien or payment to the
Obligations, and premiums for insurance, with interest on all such items; and (c) the cost of all alterations,
repairs, replacements and expenses Incident to taking and retaining possession of the Property and the
management and operation thereof; all In such order or priority as Bank In its sole discretion may
determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure
sale of the Property; (Ill) Bank may apply to any court of competent jurisdiction for the appointment of a
receiver for all purposes Including, without limitation, to manage and operate the Property or any part
thereof, and to apply the Rents therefrom as hereinabove provided. In the event of such application,
646724 (Fier 21.0)
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Mortgagor consents to the appointment of a receiver, and agrees that a receiver may be appointed
without notice to Mortgagor, without regard to whether Mortgagor has committed waste or I:wmitted
deterioration of the Property, without regard to the adequacy of any security for the Obligations, and
without regard to the solvency of Mortgagor or any other person, firm or corporation who or which may be
liable for the payment of the Obligations; {Iv) Bank may exercise all the remedies of a mortgagee as
provided by law and In equity including, without limitation, foreclosure upon this Mortgage and sale of the
Property, or any part of the Property, at public sale conducted according to applicable law (referred to as
"Sale ") and conduct additional Sales as may be required unfit all of the Property is sold or the Obligations
are satisfied; (v) With respect to any portion of the Property governed by the UCC, Bank shall have all of
the rights and remedies of a secured party thereunder. Bank may elect to foreclose upon any Property
that is fixtures under law applicable to foreclosure of interests in real estate or law applicable to personal
property; (vi) Bank may bid at Sale and may accept, as successful bidder, credit of the bid amount
against the Obligations as payment of any portion of the purchase price; and (vii) Bank shall apply the
proceeds of Sale, first to any fees or attorney fees permitted Bank by law in connection with Sale, second
to expenses of foreclosure, publication, and sale permitted Bank by law in connection with Sale, third to
the Obligations, and any remaining proceeds as required by law.
Miscellaneous Provisions. Mortgagor agrees to the following: (i) All remedies av ;dIable to
Bank with respect to this Mortgage or available at law or in equity shall be cumulative and may be
pursued concurrently or successively. No delay by Bank in exercising any remedy shall operate as a
waiver of that remedy or of any Default. Any payment by Bank or acceptance by Bank of any partial
payment shall not constitute a waiver by Bank of any Default; (11) Mortgagor represents that Mortgagor (a)
is (1) an adult individual and is §ui iuris, or (2) a corporation, general partnership, limited partnership,
limited liability company or other legal entity, duly organized, validly existing and in good standing under
the laws of Its state of organization, and Is authorized to do business in each other jurisdiction wherein its
ownership of property or conduct of business legally requires such organization (b) has the pourer and
authority to own its properties and assets and to carry on its business as now being conducted and as
now contemplated; and (c) has the power and authority to execute, deliver and perform, and by all
necessary action has authorized the execution, delivery and performance of, all of its obligations under
this Mortgage and any other Loan Document to which it is a party. (iii) The provisions hereof shall be
binding upon and inure to die benefit of Mortgagor, its heirs, personal representatives, successors and
assigns including, without limitation, subsequent owners of the Property or any part thereof, and shall be
binding upon and inure to the benefit of Bank, its successors and assigns and any future holcler of the
Note or other Obligations; (iv) Any notices, demands or requests shall be sufficiently given Mortgagor if In
writing and mailed or delivered to the address of Mortgagor shown above or to another address as
provided herein and to Bank if in writing and mailed or delivered to Wachovla Bank, National Association,
Mail Code VA7628, P. 0. Box 13327. Roanoke, VA 24040 or Wachovia Bank, National Association, Mail
Code VA7628, 7711 Plantation Road, Roanoke, VA 24019, or such other address as Bank may specify
from time to time and in the event that Mortgagor changes Mortgagor's address at any time prior to the
date the Obligations are paid In full, that party shall promptly give written notice of such change of
address by registered or certified mail, return receipt requested, all charges prepaid. Notices to Bank
must include the mail code. (v) All payments shall be mailed to Commercial Loan Services, P. O. Box
740502, Atlanta, GA 30374.0502; or such other address as provided by Bank In writing. (vi) This
Mortgage may not be changed, terminated or modified orally or in any manner other than by an
instrument in writing signed by the parties hereto; (vii) All references to "Bank' shall mean to "Bank (for
Itself and its affiliate) "; (vill) The captions or headings at the beginning of each paragr
th roof a
M o rt gage o s
the c of the parties and are not a part of this Mortgage; (Ix)
invalid or unenforceable as to any part of the Obligations, the unsecured portion of the Obligations shall
be completely paid (and all payments made shall be deemed to have first been applied to payment of the
unsecured portion of the Obligations) prior to payment of the secured portion of the Obligations ,and if any
clause, provision or obligation hereunder is determined invalid or un enforceab le obligatio th re had o this
Mortgage shall be construed and enforced as if such clause, Pr or
contained herein; (x) This Mortgage shall be governed by and construed under the laws of the jurisdiction
where this Mortgage is recorded; (xi) Mortgagor by execution and Bank by acceptance of this Mortgage
agree to be bound by t he terms and provisions
Mortgagors agrees that Mortgagor's telephone communications onsl with Bank may be at monitorod it and/or
54er24 (FWY 24.0 Pop 6
52061086 Page 9 of 13
05/08/2009 01:43PM
recorded to Improve customer service and security. (xiii) Final Agreement. This Agreement and the
other Loan Documents represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous or subsequent agreements of the parties. There are no unwritten
agreements between the parties.
Minimum Standards. In addition to the requirements set forth in the Loan Documents, all
surveys, insurance, title policies, construction documents, environmental reports, payment and
performance bonds, and any other due diligence or additional documents required in connection with this
Loan, shall comply with Bank's minimum standards in place from time to time for such documents, which
shall be provided in writing by Bank to Borrower upon request.
CONFESSION OF JUDGMENT FOR POSSESSION. FOR THE PURPOSE OF OBTAINING
POSSESSION, OF THE PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF' DEFAULT,
MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF
RECORD, IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR
MORTGAGOR, AS WELL AS FOR THE PERSONS CLAIMING UNDER. BY, OR THROUGH
MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND ALL
PERSONS CLAIMING UNDER, BY., OR THROUGH MORTGAGOR, IN FAVOR OF BANK FOR THE
RECOVERY BY BANK OF POSSESSION OF THE PROPERTY, FOR WHICH THIS MORTGAGE (OR A
COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A
WRIT OF POSSESSION OF THE PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR
WRIT OR PROCEEDING WHATSOEVER AND WITHOUT STAY OF EXECUTION, MORTGAGOR
HEREBY RELEASING AND AGREEING TO RELEASE BANK AND ANY SUCH ATTORNEY FROM ALL
PROCEDURAL ERRORS AND DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR
JUDGMENT OR IN CAUSING SUCH WRIT OR PROCESS TO BE ISSUED OR IN ANY PROCEEDING
THEREON OR CONCERNING THE SAME, PROVIDED THAT BANK SHALL HAVE FILED IN SUCH
! ACTION AN AFFIDAVIT MADE ON'BANK$ BEHALF SETTING FORTH THE FACTS NECESSARY TO
AUTHORIZE THE ENTRY OF SUCH JUDGMENT ACCORDING TO THE TERMS OF THIS
INSTRUMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE PRIMA FACIE EVIDENCE. IT IS
HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER ANY SUCH ACTION HAS BEEN
j COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR BE
TERMINATED, OR POSSESSION OF: THE PROPERTY REMAIN IN OR BE RESTORED TO
MORTGAGOR OR ANYONE CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, BANK MAY,
WHENEVER AND AS OFTEN AS BANK SHALL HAVE THE RIGHT TO TAKE POSSESSION AGAIN OF
THE PROPERTY, BRING ONE OR MORE FURTHER ACTIONS IN THE MANNER HEREINBEFORE
SET FORTH TO RECOVER POSSESSION OF THE PROPERTY AND TO CONFESS JUDGMENT
THEREIN AS HEREINABOVE PROVIDED, AND THE AUTHORITY AND POWER ABOVE GIVEN TO
ANY SUCH ATTORNEY SHALL EXTEND TO ALL SUCH FURTHER ACTIONS IN EJECTMENT AND
CONFESSION OF JUDGMENT THEREIN AS HEREINABOVE PROVIDED WHETHER BEFORE: OR
AFTER AN ACTION OF MORTGAGE FORECLOSURE IS BROUGHT OR OTHER PROCEEDINGS IN
EXECUTION ARE INSTITUTED UPON THIS MORTGAGE OR ANY INSTRUMENT THEN EVIDENCING
ANY OF THE OBLIGATIONS, AND AFTER JUDGMENT THEREON OR THEREIN AND AFTER A
JUDICIAL SALE OF THE PROPERTY.
Son. (AL, z. o) Page 9 m nmhaoc
52061086 Page 10 of 13
0510812009 01:43PM
IN WITNESS WHEREOF, Mortgagor has duly signed and sealed this instrument as of the day
and year first above written.
Mortgagor
118 N. 3rd Street, LLC
BY (SEAL-)
Eugenie Perret, Managing Member
i
i
By: _ ,SEAL)
Michael B. mick, Managing Member
1
i
i
P296 10
52061086 Page 11 of 13
05/08/2009 01:43PM
I
Commonwealth of Pennsylvania
County of Philadelphia
L. L. C. Acknowledgment
I certify that before me appeared this day Eugenie Perret, a person known to me, who after beinc(
sworn said he/she is Managing Member of 118 N. 3rd Street, LLC, a Pennsylvania limited liability
company and is duly authorized to act on behalf of said Company, and being informed of the contents
thereof, acknowledged execution of the foregoing instrument on behalf of said Company.
Witness my hand and official seal, this day of
N Public
Notary Seal ( n f -� I,
_ i..._ .mod_
(Printed Name of Notary)
CO MMONWEALTH OF PENNSYL
Not" Seal My Commission Expires: --
JWnw L WUr"wsW, Notaiy Ptbtic
;ay a Pt Wellphe, Phnaoelphle Cointy
<
L My Omynisaim Expires May 4 2009
Maribor, Psnnsyt aaa Associallon of Notaries
Commonwealth of Pennsylvania
County of Philadelphia
L. L. C. Acknowledgment
I certify that before me appeared this day Michael B. Schrnick, a person known to me, who after
being sworn said he /she is Managing Member of 118 N. 3rd Street, LLC, a Pennsylvania limited liability
company and is duly authorized to pct on behalf of said Company, and being informed of the content!3
thereof, acknowledged execution of the foregoing Instrument on behalf of said Company.
Witness my hand and official seal, this day of • UXA- - 1
otary Public
Notary Seal ! Q I -
1: AMMONWEALTH OF PE NNSYLVANIA (Printed Name of Notary)
Notarial Seel
JatrwL WisriiewsW, Notwy Public My Commission Expires:
City Of Phtadeptia. Phbd*Na County
NN Ca roksion EOm May 23, 2006
Member, P*nnsyfvsnls Assodation of Notsrlsl
CAT - peal # 209159'x234 FaclWy 10 2091609884
m_mrin.ow
64 5T24 (Rev 2A.0) Pape 11
. 05/08/2009 01:43PM
EXHIBIT A
This Exhibit A is attached to a certain Mortgage by and between 118 N. 3rd Street, L.LC and Wachovia
Bank, National Association, securing that certain Promissory Note executed by 118 N. 3rd Street, LLC in
the amount of $959,000.00 dated May 1, 2009.
Being all of that certain property located at 118 North 3rd Street, City of Philadelphia, County of
Philadelphia, Commonwealth of Pennsylvania, and being more particularly described a:; follows:
mi rtrn.mt:
545724 (P4v 24.0) _
52061086 Page 13 of 13
05/08/2009 01:43PM
EXHIBIT "A"
ALL THAT CERTAIN unit in the property known, named and identified as 118 N. 3rd St. Condominiums,
located in City of Philadelphia , Commonwealth of Pennsylvania, which has heretofore been submitted to the
provisions of the Uniform Condominium Act, 68 PA.C.S. 3101 et sea by the recording in the Philadelphia
Department of Records of a Declaration dated 4- 9.2007 and recorded on 10.26 -2007 in Document No. 51798890,
being and designated as UNIT NO. 1, together with a proportionate undivided interest in the Common Elements
(as defined in such Declaration) of 38.59 %; UNIT NO. 2, together with a proportionate undivid,:d interest in the
Common Elements (as defined in such Declaration) of 20.46 %; UNIT NO. 3, together with a proportionate
undivided interest in the Common Elements (as defined in such Declaration) of 20.46 %; and UNIT NO. 4,
together with a proportionate undivided interest in the Common Elements (as defined in such Declaradon) of
20.49 %.
I
EXHIBIT C
UNCONDITIONAL GUARANTY
x) May 1, 2009
Z)
7
118 N. 3rd Street, LLC
305 Brown Street
a Philadelphia, Pennsylvania 19123
41 (hereinafter referred to as "Borrower ")
`1 Benjamin B. Schmick , III
675 Saint Johns Drive
Camp Hill, Pennsylvania 17011
(Hereinafter referred to as "Guarantor")
Wachovia Bank, National Association
Philadelphia. Pennsylvania 19109
(Hereinafter referred to as "Bank ")
To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations to
or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor,
and in consideration of loans, advances, credit, or other financial accommodations made, extended or
renewed to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the
Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its
successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of
Borrower to Bank and its affiliates, including, but not limited to, all obligations under any notes, loan
agreements, security agreements, lettors of credit, instruments, accounts receivable, contracts, drafts,
leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan
Documents, as defined below, and all obligations of Borrower to Bank or any of its affiliates under any
swap agreement (as defined in 11 U.S.C. § 101, as in effect from time to time), however and whenever
incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to
become due, now existing or hereafter contracted or acquired, and all modifications, extensions and
renewals thereof, (collectively, the "Guaranteed Obligations ").
Guarantor further covenants and agrees:
GUARANTOR'S LIABILITY. This Guaranty is a continuing and unconditional guaranty of payment and
performance and not of collection. The parties to this Guaranty are jointly and severally obligated
together with all other parties obligated for the Guaranteed Obligations. This Guaranty does not impose
any obligation on Bank to extend or continue to extend credit or otherwise deal with Borrower at any
subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at
any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must
be returned by Bank, and the returned payment shall remain payable as part of the Guaranteed
Obligations, all as though such payment had not been made. Except to the extent the provisions of this
Guaranty give Bank additional rights, this Guaranty shall not be deemed to supersede or replace any
other guaranties given to Bank by Guarantor; and the obligations guaranteed hereby shall be in addition
to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to
Bank and other guaranties of the Guaranteed Obligations.
TERMINATION OF GUARANTY. Guarantor may terminate this Guaranty only by written notice,
delivered personally to or received by certified or registered United States Mail by an authorized officer of
M104(Rev240) WPS12091609894005 CDGUARXXXX guard"
Bank at the address for notices provided herein. Such termination shall be effective only with respect to
Guaranteed Obligations arising more than 15 days after the date such written notice is received by said
Bank officer. Such termination shall not be effective with respect to Guaranteed Obligations (including
any subsequent extensions, modifications or compromises of the Guaranteed Obligations) then existing,
or Guaranteed Obligations arising subsequent to receipt by Bank of said notice if such Guaranteed
Obligations are a result of Bank's obligation to make advances pursuant to a commitment, or are based
on Borrower's obligations to make payments pursuant to any swap agreement (as defined in 11 U.S.C. §
101, as in effect from time to time), entered into prior to expiration of the 15 day notice period, or are a
result of advances which are necessary for Bank to protect its collateral or otherwise preserve its
P interests. Termination of this Guaranty by any single Guarantor will not affect the existing and continuing
P obligations of any other Guarantor hereunder.
_I CONSENT TO MODIFICATIONS. Guarantor consents and agrees that Bank (and, with respect to
swap obligations, its affiliates) may from time to time, In its sole discretion, without affecting,
Impairing, lessening or releasing the obligations of Guarantor hereunder: (a) extend or modify the
time, manner, place or terms of payment or performance and/or otherwise change or modify the credit
terms of the Guaranteed Obligations; (b) increase, renew, or enter into a novation of the Guaranteed
Obligations; (c) waive or consent to the departure from terms of the Guaranteed Obligations; (d) permit
any change in the business or other dealings and relations of Borrower or any other guarantor with Bank;
(e) proceed against, exchange, release„ realize upon, or otherwise deal with in any manner any collateral
that is or may be held by Bank in connection with the Guaranteed Obligations or any liabilities or
obligations of Guarantor; and (f) proceed against, settle, release, or compromise with Borrower, any
insurance carrier, or any other person or entity liable as to any part of the Guaranteed Obligations. and /or
subordinate the payment of any part of the Guaranteed Obligations to the payment of any other
obligations, which may at any time be due or owing to Bank; all in such manner and upon such terms as
Bank may deem appropriate, and without notice to or further consent from Guarantor. No invalidity,
irregularity, discharge or unenforceabiljty of, or action or omission by Bank relating to any part of the
Guaranteed Obligations or any security therefor shall affect or impair this Guaranty.
WAIVERS AND ACKNOWLEDGMENTS. Guarantor waives and releases the following rights,
demands, and defenses Guarantor may have with respect to Bank (and, with respect to swap
obligations, its affiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in
collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, and in
foreclosure of any security interest and sale of any property serving as collateral for the Guaranteed
Obligations; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its
affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities,
foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against
Borrower or other persons or entities prior to making demand upon, collecting from or taking action
against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might
otherwise have had under Va. Code §§ 49 -25 and 49 -26, et seq. N.C.G.S. §§ 26 -7, et seg. Tenn. Code
Ann. § 47 -12 -101, O.C.G.A. § 10 -7 -24, Mississippi Code Ann. Section 87 -5 -1, California Civil Code
Section §§ 2787 to 2855 inclusive, and any successor statute and any other applicable law; (c) any law or
statute that requires that Borrower or any other person be joined in, notified of or made part of any action
against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in
collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank's
obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice
of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new
transactions or other relationships between Bank, Borrower and /or any guarantor, and of changes in the
financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f)
presentment, protest, notice of dishonor, notice of default, demand for payment. notice of intention to
accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind
whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank or its affiliates any
defense (legal or equitable), set -off, counterclaim, or claim that Guarantor may have at any time against
Borrower or any other party liable to Bank or its affiliates. (h) all defenses relating to invalidity,
535104 (Rev 24 0) Page 2 guy doc
insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates' lien on any
collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which
Guarantor is or may become entitled to be subrogated to Bank or its affiliates' rights against Borrower or
�. to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim.
D right or remedy of Bank or its affiliates against Borrower or any security which Bank or its affiliates now
has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond
the expiration of any applicable preference period; 0) any claim or defense that acceleration of maturity of
the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of
acceleration of claims against any other person or entity for any reason including the bankruptcy or
f� insolvency of that person or entity; (k) the right to marshalling of Borrower's assets or the benefit of any
f1 exemption claimed by Guarantor; (1) any defense based upon any lack of authority of the officers,
directors, partners or agents acting or purporting to act on behalf of Borrower or any principal of Borrower
' or any defect in the formation of Borrower or any principal of Borrower; (m) any defense based upon
➢1 Bank's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of
Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (n) any defense based
upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code:
and (o) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the
enforcement hereof. Guarantor acknowledges and represents that Guarantor has relied upon
Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business
affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an
independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for
information regarding Borrower or any collateral. Guarantor agrees that the payment of all sums payable
under the Guaranteed Obligations or any part thereof or other act which tolls any statute of limitations
applicable to the Guaranteed Obligations shall similarly operate to toll the statute of limitations applicable
to Guarantor's liability hereunder.
FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and its affiliates that
on and after the date hereof: (a) the fair saleable value of Guarantor's assets exceeds its liabilities,
Guarantor is meeting its current liabilities as they mature, and Guarantor is and shall remain solvent; (b)
all financial statements of Guarantor famished to Bank are correct and accurately reflect the financial
condition of Guarantor as of the respective dates thereof. (c) since the date of such financial statements,
there has not occurred a material adverse change in the financial condition of Guarantor; (d) there are not
now pending any court or administrative proceedings or undischarged judgments against Guarantor, no
federal or state tax liens have been filed or threatened against Guarantor, and Guarantor is not in default
or claimed default under any agreement; and (e) at such reasonable times as Bank requests, Guarantor
will furnish Bank and its affiliates with such other financial information as Bank and its affiliates may
reasonably request.
INTEREST AND APPLICATION OF PAYMENTS. Regardless of any other provision of this Guaranty or
other Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations
should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and shall
be such maximum lawful interest, and any sums of interest which have been collected in excess of such
maximum lawful interest shall be applied as a credit against the unpaid principal balance of the
Guaranteed Obligations. Monies received from any source by Bank or its affiliates for application toward
payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any manner or
order deemed appropriate by Bank and its affiliates.
DEFAULT. If any of the following events occur, a default ( "Default ") under this Guaranty shall exist: (a)
failure of timely payment or performance of the Guaranteed Obligations or a default under any Loan
Document. (b) a breach of any agreement or representation contained or referred to In the Guaranty, or
any of the Loan Documents, or contained in any other contract or agreement of Guarantor with Bank or
its affiliates, whether now existing or hereafter arising; (c) the death of, appointment of a guardian for,
dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for,
assignment for the benefit of creditors of, or the commencement of any insolvency or bankruptcy
535tO4 (Rev 74.0) Page 3 guar doc
proceeding by or against Guarantor or any general partner of or the holder(s) of the majority ownership
interests of Guarantor; and /or (d) Bank determines in good faith, in its sole discretion, that the prospects
for payment or performance of the Guaranteed Obligations are impaired or a material adverse change
>a has occurred in the business or prospects of Borrower or Guarantor, financial or otherwise.
�1
If a Default occurs, the Guaranteed Obligations shall be due immediately and payable without notice,
other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in
+� effect from time to time) with Bank or its affiliates, which shall be due in accordance with and governed by
the provisions of said swap agreements, and, Bank and its affiliates may exercise any rights and
remedies as provided in this Guaranty and other Loan Documents, or as provided at law or equity.
Tt Guarantor shall pay interest on the Guaranteed Obligations from such Default at the highest rate of
interest charged on any of the Guaranteed Obligations.
1
ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank's and its
affiliates' reasonable expenses incurred to enforce or collect any of the Guaranteed Obligations,
including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and
expenses, whether incurred without the commencement of a suit, in any suit, arbitration, or administrative
proceeding, or in any appellate, or bankruptcy proceeding.
SUBORDINATION OF OTHER DEBTS. Guarantor agrees: (a) to subordinate the obligations now or
hereafter owed by Borrower to Guarantor ( "Subordinated Debt ") to any and all obligations of Borrower to
Bank or its affiliates now or hereafter existing while this Guaranty is in effect, provided however that
Guarantor may receive regularly scheduled principal and interest payments on the Subordinated Debt so
long as (1) all sums due and payable by Borrower to Bank and its affiliates have been paid in full on or
prior to such date, and (ii) no event or condition which constitutes, or which with notice or the lapse of
time would constitute an event of default with respect to the Guaranteed Obligations shall be continuing
on or as of the payment date; (b) Guarantor will either place a legend indicating such subordination on
every note, ledger page or other docurrent evidencing any part of the Subordinated Debt or deliver such
documents to Bank; and (c) except as permitted by this paragraph, Guarantor will not request or accept
payment of or any security for any part of the Subordinated Debt, and any proceeds of the Subordinated
Debt paid to Guarantor, through error or otherwise, shall immediately be forwarded to Bank by Guarantor,
property endorsed to the order of Bank, to apply to the Guaranteed Obligations.
MISCELLANEOUS. Assignment. This Guaranty and other Loan Documents shall Inure to the benefit of
and be binding upon the parties and their respective heirs, legal representatives, successors and assigns.
Bank's interests in and rights under this Guaranty and other Loan Documents are freely assignable, in
whole or in part, by Bank. Any assignment shall not release Guarantor from the Guaranteed Obligations.
Organization; Powers. Guarantor (i) is (a) an adult individual and is sui iuris or (b) a corporation.
general partnership, limited partnership, !limited liability company or other legal entity (as indicated below),
duly organized, validly existing and in good standing under the laws of its state of organization, and is
authorized to do business in each other jurisdiction wherein its ownership of property or conduct of
business legally requires such organization, (il) has the power and authority to own its properties and
assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the
power and authority to execute, deliver and perform, and by all necessary action has authorized the
execution, delivery and performance of, all of its obligations under this Guaranty and any other Loan
Document to which it is a party. Applicable Law; Conflict Between Documents. This Guaranty shall
be governed by and interpreted in accordance with federal law and, except as preempted by federal law,
the taws of the state named in Bank's address on the first page hereof without regard to that state's
conflict of laws principles. If the terms of this Guaranty should conflict with the terms of any commitment
letter that survives closing, the terms of this Guaranty shall control. Guarantor's Accounts. Except as
prohibited by law, Guarantor grants Bank and its affiliates a security interest in all of Guarantor's deposit
accounts and investment properties maintained with Bank and its affiliates. Jurisdiction. Guarantor
irrevocably agrees to non- exclusive personal jurisdiction in the state named in Bank's address on the first
page hereof. Severability. If any provision of this Guaranty or of the other Loan Documents shall be
535104 (Rey 24 0) Page 4 gue doe
prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Guaranty or other Loan Documents. Payments. All payments shall be mailed to Commercial Loan
Services, P. 0. Box 740502, Atlanta; GA 30374 -0502. Notices. Any notices to Guarantor shall be
sufficiently given if in writing and mailed or delivered to Guarantor's address shown above or such other
address as provided hereunder, and to Bank, if in writing and mailed or delivered to Wachovia Bank,
National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA 24040 or Wachovia Bank,
.Q National Association, Mail Code VA7628, 7711 Plantation Road, Roanoke, VA 24019 or such other
address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In
t� the event that Guarantor changes Guarantor's address at any time prior to the date the Guaranteed
Obligations are paid in full, Guarantor agrees to promptly give written notice of said change of address to
Bank by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All
references in the Loan Documents to borrower, guarantor, person, document or other nouns of reference
mean both the singular and plural form, as the case may be, and the term "person" shall mean any
1 individual person or entity. The captions contained in the Loan Documents are inserted for convenience
only and shall not affect the meaning or interpretation of the Loan Documents. Binding Contract.
Guarantor by execution of and Bank by acceptance of this Guaranty agree that each party is bound to all
terms and provisions of this Guaranty. Amendments, Waivers and Remedies. No waivers,
amendments or modifications of this Guaranty and other Loan Documents shall be valid unless in writing
and signed by an officer of Bank. No waiver by Bank or its affiliates of any Default shall operate as a
waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on
the part of Bank or its affiliates in exercising any right, power, or privilege granted pursuant to this
Guaranty and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise or the exercise of any other right, power or
privilege. All remedies available to Bank or its affiliates with respect to this Guaranty and other Loan
Documents and remedies available at law or in equity shall be cumulative and may be pursued
concurrently or successively. Partnerships, If Guarantor is a. partnership, the obligations, liabilities and
agreements on the part of Guarantor shall remain in full force and effect and fully applicable
notwithstanding any changes in the individuals comprising the partnership. The term "Guarantor ".
includes any altered or successive partnerships, and predecessor partnership(s) and the partners shall
not be released from any obligations or liabilities hereunder. Loan Documents. The term "Loan
Documents" refers to all documents executed in connection with or related to the Guaranteed Obligations
and may include, without limitation, commitment letters that survive closing, loan agreements, other
guaranty agreements, security agreements, instruments, financing statements, mortgages, deeds of trust,
deeds to secure debt, letters of credit and any amendments or supplements (excluding swap agreements
as defined in 11 U.S.C. § 101, as in effect from time to time). LIMITATION ON LIABILITY; WAIVER OF
PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE
HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY
CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY
WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER
AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED
HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF. OR BE
LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2)
PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES
ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH
MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR
CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY
OR OTHERWISE. Telephone Communication Monitoring. Guarantor agrees that Guarantor's
telephone communications with Bank may be monitored and /or recorded to improve customer service
and security. Final Agreement. This Agreement and the other Loan Documents represent the final
agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or
subsequent agreements of the parties. There are no unwritten agreements between the parties.
FINANCIAL AND OTHER INFORMATION. Guarantor shall deliver to Bank such information as Bank
may reasonably request from time to time, including without limitation, financial statements and
535104 (Rev 24 0) Page 5 guar doe
information pertaining to Guarantor's financial condition. Such information shall be true, complete, and
accurate.
NEGATIVE COVENANTS. Guarantor agrees that from the date hereof and until final payment in full of
rl the Guaranteed Obligations, unless Bank shall otherwise consent in writing, Guarantor will not: Default
J on Other Contracts or Obligations. Default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party incurred for money borrowed.
Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or
under authority of any governmental entity, as a result of which the management of Guarantor or any
V. guarantor is displaced of its authority in the conduct of its respective business or such business is
ILI curtailed or materially impaired. Judgment Entered. Permit the entry of any monetary judgment or the
") assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or
ft attachment against any property of or debts due. Retire or Repurchase Capital Stock. Retire or
otherwise acquire any of its capital stock.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
GUARANTOR BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING. STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT
THIS GUARANTY. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL
SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES
BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR
AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING
REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS GUARANTY.
CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF
AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR. IN
GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR,
THE GUARANTOR, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT)
SEPARATE COUNSEL FOR GUARANTOR AND WITH KNOWLEDGE OF THE LEGAL EFFECT
HEREOF, HEREBY KNOWINGLY. INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY AND
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE GUARANTOR HAS OR MAY HAVE TO
PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE
CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, COMMONWEALTH OF
PENNSYLVANIA. OR ELSEWHERE INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO
GARNISHMENT AND ATTACHMENT OF THE GUARANTOR'S BANK ACCOUNT AND OTHER
ASSETS. GUARANTOR ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THIS
GUARANTY CONTAINING A CONFESSION OF JUDGMENT CLAUSE THAT GUARANTOR IS
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND ALL RIGHTS,
INCLUDING CONSTITUTIONAL RIGHTS, THAT GUARANTOR HAS OR MAY HAVE TO NOTICE AND
A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST GUARANTOR AND BEFORE THE
GUARANTOR'S ASSETS, INCLUDING, WITHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE
GARNISHED, LEVIED, EXECUTED UPON AND /OR ATTACHED. GUARANTOR UNDERSTANDS
THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION AND /OR ATTACHMENT SHALL RENDER
THE PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY
UNAVAILABLE TO GUARANTOR. IT IS SPECIFICALLY ACKNOWLEDGED BY GUARANTOR THAT
THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY
GUARANTOR HEREIN IN RECEIVING THIS GUARANTY AND AS AN INDUCEMENT TO GRANT
FINANCIAL ACCOMMODATIONS TO THE GUARANTOR.
If a Default occurs under this Guaranty or any other Loan Documents, each Guarantor hereby jointly and
severally authorizes and empowers any attorney of any court of record or the prothonotary or clerk of any
535104 (Rev 24 0) page 6 Qum ooc
county in the Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or the clerk of
any United States District Court, to appear for Guarantor in any and all actions which may be brought
hereunder and enter and confess judgment against the Guarantor or any of them in favor of the Bank for
�t such sums as are due or may become due hereunder or under any other Loan Documents, together with
. I costs of suit and actual collection costs including, without limitation, reasonable attorneys' fees equal to
5% of the Guaranteed Obligations then due and owing but in no event less than $5,000.00, with or
without declaration, without prior notice, without stay of execution and with release of all procedural errors
r and the right to issue executions forthwith. To the extent permitted by law, Guarantor waives the right of
inquisition on any real estate levied on, voluntarily condemns the same, authorizes the prothonotary or
clerk to enter upon the writ of execution this voluntary condemnation and agrees that such real estate
may be sold on a writ of execution; and also waives any relief from any appraisement, stay or exemption
A law of any state now in force or hereafter enacted. Guarantor further waives the right to any notice
and hearing prior to the execution, levy, attachment or other type of enforcement of any judgment
obtained hereunder, including, without limitation, the right to be notified and heard prior to the
garnishment, levy, execution upon and attachment of Guarantor's bank accounts and other
property. If a copy of this Guaranty verified by affidavit of any officer of the Bank shall have been filed in
such action, it shall not be necessary to file the original thereof as a warrant of attorney, any practice or
usage to the contrary notwithstanding. The authority herein granted to confess judgment shall not be
exhausted by any single exercise thereof, but shall continue and may be exercised from time to time as
often as the Bank shall find it necessary and desirable and at all times until full payment of all amounts
due hereunder and under any other Loan Documents. The Bank may confess one or more judgments in
the same or different jurisdictions for all or any part of the Guaranteed Obligations arising hereunder or
under any other Loan Documents to which Guarantor is a party, without regard to whether judgment has
theretofore been confessed on more than one occasion for the same Guaranteed Obligations. In the
event that any judgment confessed against the Guarantor is stricken or opened upon application by or on
behalf of Guarantor or any obligor for any reason, the Bank is hereby authorized and empowered to again
appear for and confess judgment against Guarantor for any part or all of the Guaranteed Obligations
owing under this Guaranty and /or for any other liabilities, as herein provided.
IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this
Unconditional Guaranty to be duly executed under seal.
(SEAL)
Benjamin B. Schmick , ill
CAT • Deal # 2091597234 Facility ID 2091609894
535104 (Rav 24 0) Pag 7 guar doc
EXHIBIT D
I� orris
McLau ghlin Denise Wester, Esquire
b dw e st er thstaw.com
1 � 4fi4 -7f;5- 206
Marcus P.A.
1 6.�Z .4 TTORNEYS AT L A
April 16, 2012
118 N. 3 Street, LLC Minima, Inc.
305 Brown Street 118 N. 3 Street
Philadelphia, PA 19123 Philadelphia, PA 19106
Eugenie Perret Charlotte Perret
305 Brown Street, Apt. A 4716 Falstone Road
Philadelphia, PA 19123 Chevy Chase, MD 20815
Benjamin B. Schmick, III
675 St. Johns Drive
Camp Hill, PA 17011
Re: Bank: Wells Fargo Bank, NA successor by merger to Wachovia
Bank, NA, successor in interest to First Horizon
Loan No.: XXXXXX7015 -18
Borrower: 118 N. 3 Street, LLC
Guarantors: Minima, Inc., Eugenie Perret, Charlotte Perret, and
Benjamin B. Schmick, III
Mortgaged Premises
And Assignment of Rents: 118 N. 3 Street:
Philadelphia, PA
Montgomery County
Dear Ladies and GentlE� men:
Please be advised ti our firm has been retained by Wells Fargo Bank, NA, as
the successor in interest to Wachovia Bank, NA (the "Bank ") with respect to the above -
referenced. The Loan is in default for failure to make payments as required under thE�
terns of the Note and related loan documents. Specifically, you have failed to make
principal payments du(-..! and owing for March 8, 2012 and all subsequent months. The
Bank has attempted to contact you to discu demands ir�med hav been
unresponsive. unresponsive. As a result of the defaults, the Bank hereby
payment of all outstanding sums due and owing.
The current outstanding payoff as of the date of this letter is $8!58,6. and
hich
includes a principal balance of $854,762.35, outstanding Interest of $
,y, PA: The Paragon (::e tre, Suite 300 loll Pond Road Allentown, PA 18104-2- • P(u139l, tOO • ', 7. l) - 39! -,
;;I I R<nr.r 3U::: -:_'t ,, Suttr ?Ul' P.C) 8ux 51)33 Brldg ter, NI 0880; �i 33 p
ti> oo„ . r .. (, i suh -(r, uo P: trt t�os -of:a
8th FtUIH' Nr•. iir1.. i
M�etta ;w.;.t�rnml.,.•;r, I, it�ir•nmmlawcnm
118 N. P Street, LLC
Minima, Inc.
Eugenie Perret
Charlotte Perret
Benjamin B. Schmick, III
April 16, 2012
Page 2
IatE! charges of $2,589.67. Interest is currently accruing at the rate of E3.92% per
annum. To date, the Bank has not instituted the Default Rate of 9.92% per annurn as
provided for in the loan documents. Please be advised the Bank reserves the right to
accrue interest at the Default Rate in accordance with the terms of the loan documents
without further notice to you.
Prior to submitting payment in full, please contact my office for an updated
payoff. Any partial payments made in the interim will be applied to reduce the total
debt; however, the Loan will remain due and owing in full. Please note the Bank's
acceptance of partial payments is not a waiver of the demand or the Bank's right to
proceed with its remedies under the loan documents.
The Bank is willing to work with you and would like to discuss with you plami; for
repayment of the outstanding indebtedness. The Bank may consider a forbearance
agreement or other modification in order to provide you with time to obtain refinancing
or to sell assets to pay the outstanding indebtedness. In the event you can bring the
account current and certain other terms and conditions are met, including, but not
limited to, real estate taxes paid current, the Bank may consider a reinstatement of the
loan. In order for the Funk to consider working with you, it must be provided with
access to the collateral in order to obtain an updated appraisal and environmental
inspection which may impact what the Bank can do to assist you in paying the
outstanding indebtedness. However, please note that until an amicable agreement
is reached and signed by the Borrower and the Bank, the Bank reserves the right
to proceed with collection in accordance with its remedies set forth in the loan
documents without further notice to you.
In the event the Bank proceeds with collection of the outstanding indebtedness
due and owing, such collection may include, but not be limited to, entering judgment by
confession against the Borrower and /or Guarantors and exposing real and /or personal
property of the Borrower and/or Guarantors ld order are responsible e far all
Pursuant to the loan documents, the Borrower an
legal fees and costs incurred by the Bank to collect the outstanding debt.
118 N. V Street, LLC
Minima, Inc.
Eugenie Perret
Charlotte Perret
Benjamin B. Schmick, III
April 16, 2012
Page 3
The Bank prefers to work with you and to avoid drastic collection efforts,
however, time is of the essence and the Bank intends to proceed with its rights and
remedies under the loan documents until an amicable agreement is reached. Please
contact me, or if you are represented by counsel, have your attorney contact me
promptly to discuss this matter.
Yours truly,
DENISE L. WESTER
DL.W /dw
cc. Samir P. Ashmar, Wells Fargo Bank, NA (via email)
EXHIBIT E
Ci-ty of Philadelphia I Revenue Department Page 1 of 1
Phila.GOV I Mayor's Office I City Council I Business I Residents I Leisure I Philly311
Look Up Real Estate Tax City of Philadelphia Real Estate Tax
by Property Address The City and the School District of Philadelphia impose a tax on all real estate in the City pursuant to Philadelphia
Code Chapter 19 -1300, as authorized by 72 P.S. (section sign) 5020 -201. The Office of Property Assessment (OPA)
by BRT Number > ={ determines the value of the property on which the taxes must be paid.
(9- digits, no dashes) -.� Real Estate Tax bills are sent in December for the following year and payments are due March 31st. If you pay on or
before the last day of February, you receive a 1% discount. If you pay after March 31, you are subject to increased
Windows 8 / Internet Explorer 10 users: charges which are collectively called "additions ". At year -end these charges are capitalized and become tax principal
Please enable Compatibility View by clicking on which interest and penalty will accrue.
the Compatibility View button on the address For questions about your account, please forward an email to revenuelliohila.aov or call 215- 686 -6442.
bar. j?I
For questions about account payoffs, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please
If you are still having technical difficulties forward an email to retaxoavofffthila.aov
viewing the application, please contact us at
To receive payoff amounts, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please e-mail the
215- 686 -6628.
statement of claim number from the legal action, the property address and /or the Office of Property Assessment
number to retaxoavoffCdtphila.aov or fax it to 215- 686 -0582.
Scroll down to view all results
Customer Information Real Estate Tax Balance Information
Year Princ ipal Interest Penalty Other Total Lien# City Solicitor Status
BRT #:888059824 2008 $0.00 $0.00 $0.00 $0.00 $0.00
Property Address:00118 N 03RD ST 1 2009 $0.00 $0.00 $0.00 $0.00 $0.00
Owner Name:118 N 3RD STREET LLC 2010 $0.00 ($0.01) $23.24 $4.18 $27.41 RL00926282 SHELLEY R. SMITH GRB
2011 $0.00 $0.00 $0.00 $0.00 $0.00
Lien Sale Account: 2012 1 $8,788.51 $263.65 $263.66 $580.15 $9,895.97 KLU1220831 SHELLEY R. SMITH
If Lien Sale Account is marked Y, the amount 2013 $7,916.86 $118.75 $0.00 $0.00 $8,035.61
due listed may not include all Real Estate lax MISC J$0.00 $0.00 $0.00 $49.00 $49.00
liabilities. Call 215- 790 -1117 for more TOTALS $16,705.37 ;38.39 2 ;286.90 ;633.33 ;18,007.99
information. - -- ._.... ._.. ..
Includes Payments Through:04 /16/2013
1 1
An amount in parenthesis, e.g., ($1.00) indicates an overpayment for that year.
Lien Status Descriptions
LBR - collections being pursued by Linebarger Collection Agency. Please call (215)790 -1117
GRB - collections being pursued by GRB Collection Agency. Please call (866)677 -5970
AGRE - active payment agreement plan in effect for delinquent taxes
INST - active installment payment plan in effect for current taxes
All Contents Copyright 0 2009 City of Philadelphia City Archie - PHI I Technical Problems: webissuesfto ilh a.aoy I LiI?�1m4_rY- P2fl_CY I Right To Know Policv I Terms of Use
hm,- / /www.nhila.gnv/ revenue /realestatetax/default.aspx 4/18/2013
City of Philadelphia I Revenue Department Page 1 of 1
Phila.GOv I Mayor's Office I City Council I Business I Residents I Leisure I Philly311
Look Up Real Estate Tax City of Philadelphia Real Estate Tax
by Property Address -;I The City and the School District of Philadelphia impose a tax on all real estate in the City pursuant to Philadelphia
- Code Chapter 19.1300, as authorized by 72 P.S. (section sign] 5020 -201. The Office of Property Assessment (OPA)
by BRT Number > I determines the value of the property on which the taxes must be paid.
(9- digits, no dashes) Real Estate Tax bills are sent in December for the following year and payments are due March 31st. If you pay on or
before the last day of February, you receive a 1% discount. If you pay after March 31, you are subject to increased
Windows 8 / Internet Explorer 10 users: charges which are collectively called "additions ". At year -end these charges are capitalized and become tax principal
Please enable Compatibility View by clicking on which interest and penalty will accrue.
the Compatibility View button on the address For questions about your account, please forward an email to revenueOphila.aov or call 215- 686 -6442.
bar. [?I
For questions about account payoffs, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please
If you are still having technical difficulties forward an email to retaxoayoff0phila.a2v
viewing the application, please contact us at
215- 686-6628. To receive payoff amounts, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please e-mail the
statement of claim number from the legal action, the property address and /or the Office of Property Assessment
number to retaxoayoffOohlla.aov or fax it to 215- 686 -0582.
Scroll down to view all results
Customer Information Real Estate Tax Balance Information
BRi #:888059826 Year Principal Interest Penalty Other Total Lien# City Solicitor Status
2008 $0.00 $0.00 $0.00 $0.00 $0.00
Property Address:00118 N 03RD ST 2 2009 $0.00 $0.00 $0.00 $0.00 $0.00
Owner Name:118 N 3RD STREET LLC 2010 $22.84 $4.79 $1.60 $21.76 $50.99 RL00926283 SHELLEY R. SMITH
2011 $4,485.20 $538.23 $313.96 $341.44 $5,678.83 RL01070660 SHELLEY R. SMITH
Lien Sale Account:
2012 $4,658.05 $139.75 $139.74 $317.45 $5,254.99 RL01220832 SHELLEY R. SMITH
If Lien Sale Account is marked Y, the amount 2013 $4,196.06 $62.94 J$0.00 $0.00 $4,2S9.00
due listed may not include all Real Estate Tax MISC $0.00 $0.00 $0.00 $0.00 $0.00
liabilities. Call 215- 790 -1117 for more -
TOTALS $13,362.15 ;745.71 ;455.30 ;680.65 ;15,243.81
information.
Includes Payments Through:04 /16/2013
An amount in parenthesis, e.g., ($1.00) indicates an overpayment for that year.
Lien Status Descriptions
LBR - collections being pursued by Linebarger Collection Agency. Please call (215)790-1117
GRB - collections being pursued by GRB Collection Agency. Please call (866)677 -5970
AGRE - active payment agreement plan in effect for delinquent taxes
INST - active installment payment plan in effect for current taxes
All Contents Copyright 0 2009 City of Philadelphia city Archi - PHIS I Technical Promems: wgpjo mj2ohi !A.g I HiPAA Privacy Policy I Right To xnow Ponce I Terms of use
}it n nh11a ff71VITP. VP. 1llIP. I1P. a�P.CtAlP.tAX /CjP.fAll1t.rAS11X 4/18/2013
City of Philadelphia I Revenue Department Page 1 of 1
Phila.Gov I Mayor' Office I City Council I Business i Residents I Leisure I Philly311
Look Up Real Estate Tax City of Philadelphia Real Estate Tax
by Property Address > -I The City and the School District of Philadelphia impose a tax on all real estate in the City pursuant to Philadelphia
- Code Chapter 19 -1300, as authorized by 72 P.S. (section sign] 5020 -201. The Office of Property Assessment (OPA)
by BRT Number determines the value of the property on which the taxes must be paid.
(9- digits, no dashes) Real Estate Tax bills are sent in December for the following year and payments are due March 31st. If you pay on or
before the last day of February, you receive a 1% discount. If you pay after March 31, you are subject to increased
Windows 8 / Internet Explorer 10 users: charges which are collectively called 'additions'. At year -end these charges are capitalized and become tax principal
Please enable Compatibility View by clicking on which interest and penalty will accrue.
the Compatibility View button on the address For questions about your account, please forward an email to revenuedbohila.nov or call 215- 686 -6442.
bar, f_?_l
For questions about account payoffs, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please
If you are still having technical difficulties forward an email to retaxoavoff0ohila.00v
viewing the application, please contact us at
215-686.6628. To receive payoff amounts, 00 NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please e-mail the
statement of claim number from the legal action, the property address and /or the Office of Property Assessment
number to retaxoavoff0phila.aov or fax It to 215-686 -0582.
Scroll down to view all results
Customer Information Real Estate Tax Balance information
BRTn:888059828 Year I Principal Interest Penalty Other Total Lien# City Solicitor Status
2008 J$0.00 _ $0.00 $0.00 $0.00 $0.00
Property Address:00118 N 03RD ST 3 2009 $0.00 $0.00 $0.00 $0.00 $0.00
Owner Name:118 N 3RD STREET LLC 2010 $22.84 $4.79 $1.60 $21.76 $50.99 RL00926284 SHELLEY R. SMITH
2011 $4,485.20 $538.23 $313.96 $341.44 $5,678.83 RL01070661 SHELLEY R. SMITH
Lien Sale Account:
2012 $4,658.05 $139.75 $139.74 $317.45 $5,254.99 RL01220833 SHELLEY R. SMITH
If Llen Sale Account Is marked Y, the amount 2013 $4,196.06 $62.94 $0.00 $0.00 $4,259.00
due listed may not include all Real Estate Tax MISC $0.00 $0.00 $0.00 $0.00 $0.00
liabilities. Call 215- 790-1117 for more
information. TOTALS $13 ,362.1 5 $745_71 $455.30 $680.65 $15,243.81
Includes Payments Through:04 /16/2013
An amount in parenthesis, e.g., ($1.00) Indicates an overpayment for that year.
Lien Status Descriptions
LBR - collections being pursued by Linebarger Collection Agency. Please call (215)790 -1117
GRB - collections being pursued by GRB Collection Agency. Please call (866)677 -5970
AGRE - active payment agreement plan in effect for delinquent taxes
INST - active Installment payment plan in effect for current taxes
All contents Copyrl9ht O 2009 qty of Philadelphia City Archive - PHM I Technkal Problems: webissues6p p,00 I HIPM Privacy Policy I Bight To Know Policy I Terrns of Use
L aa__. / /......... ., 1,:1.. ,",.. /..,...,,..,.... /.... r,l..,. +.. +.. +.,.. /.1 .� .,1 + nn,-,v 4/1T//r11l
City of Philadelphia I Revenue Department Page 1 of 1
Phila.GOV i Mayor's Office i City Council i Business i Residents i Leisure i Philly311
Look Up Real Estate Tax City of Philadelphia Real Estate Tax
by Property Address >:3 The City and the School District of Philadelphia impose a tax on all real estate in the City pursuant to Philadelphia
Code Chapter 19 -1300, as authorized by 72 P.S. [section sign) 5020 -201. The Office of Property Assessment (OPA)
by BRT Number > "{ determines the value of the property on which the taxes must be paid.
(9- digits, no dashes) Real Estate Tax bills are sent In December for the following year and payments are due March 31st. If you pay on or
before the last day of February, you receive a 1% discount. If you pay after March 31, you are subject to increased
Windows 8 / Internet Explorer 10 users: charges which are collectively called "additions'. At year -end these charges are capitalized and become tax principal
Please enable Compatibility View by clicking on which interest and penalty will accrue.
the Compatibility View button on the address For questions about your account, please forward an email to revenue(aohila.00v or call 215- 686 -6442.
bar. j?j
For questions about account payoffs, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please
If you are still having technical difficulties forward an email to retaxpayoff0ohila.a2v
viewing the application, please contact us at
215 -686 -6628. To receive payoff amounts, DO NOT CONTACT THE CITY SOLICITOR NAMED BELOW. Instead, please e-mail the
statement of claim number from the legal action, the property address and /or the Office of Property Assessment
number to retaxoayoff(dahila aov or fax it to 215 -686 -0582.
Scroll down to view all results
Customer Information Real Estate Tax Balance Information
BRT #:888059830 Year Principal Interest Penalty Other Total Liens! City Solicitor status
2008 $0.00 $0.00 $0.00 $0.00 $0.00
Property Address:00118 N 03RD ST 4 2009 $0.00 $0.00 $0.00 $0.00 $0.00
Owner Name:118 N 3RD STREET LLC 2010 $22.84 $4.79 $1.60 $21.76 $50.99 RL00926285 SHELLEY R. SMITH
Lien Sale Account: 2011 $4,49$.89 $539.03 $314.43 $341.92 $5,687.27 RL01070662 SHELLEY R. SMITH
2012 $4,664.99 $139.95 1 $139.95 1 $317.89 $5,262.78 RL01220834 SHELLEY R. SMITH
If Lien Sale Account is marked Y, the amount 2013 $4,202.31 $63.03 $0.00 $0.00 $4,265.34
due listed may not include all Real Estate Tax MISC $0.00 $0.00 $0.00 $0.00 $0.00
liabilities. Call 215- 790 -1117 for more TOTALS
information. $13,382.03 $746.80 $455.98 $681.57 $15,266.38
Includes Payments Through:04 /16/2013
r
An amount in parenthesis, e.g., ($1.00) indicates an overpayment for that year.
Lien Status Descriptions
LBR - collections being pursued by Linebarger Collection Agency. Please call (215)790 -1117
GRB - collections being pursued by GRB Collection Agency. Please call (866)677 -5970
AGRE - active payment agreement plan in effect for delinquent taxes
INST - active installment payment plan in effect for current taxes
All Contents copyright ® 2009 Clry of Phlladelphla City k olyq . PHILS I Technical Problems: .Sb issues0oh,10. ov I H IPAA Privacy Poll V I Right To Know Policy I Terms of U s
http: / /www.phila.gov/ revenue /realestatetax/default.aspx 4/18/2013
EXHIBIT F
Real Estate Services, Inc. Michael A. Lagreca, MAI
Robert C. Lagreca, SRA
Paul D. Quinn, MAI
January 26, 2011
Mr. Richard Bell
Wells Fargo REfECHS
130 S Juniper Street
Philadelphia, Pennsylvania 19107
FOR SERVICES RENDERED:
Re: Appraisal of Real Property
In a Summary Report
118 North 3rd Street
Philadelphia, Pennsylvania 19106
RETECHS #: WF- PA- 10- 018211 -01 -1
Research, examination and appFaisall $3,500.00
Payment Terms: Net 30 from date of Invoice. Past due invoices will be billed for
Interest at a rate of 1.5% per month outstanding.
L &Q File #: C10.0317
Tax ID: 84- 1618169
`IaI r• 200 Pennsylvania Avenue Oreland, Pennsylvania 19075 215,885.7001 -Fax 215.885.7005 `I;
Real Estate Services, Inc Michael A. Lagrem MAI
Robert C. Lagreca, sRA
Paul 1). Quinn, MA
March 6, 2013
Mr, Wayne Swift
Wells Fargo RETECHS
325 John H. McConnell Boulevard, 3rd Floor
Columbus, Ohio 43215 -2672
FOR SERVICES RENDERED:
Re: Appraisal of Real Property
In a Summary Report
118 North 3rd Street
Philadelphia, Pennsylvania 19106
RETECHS #: WF- PA- 13- 004700 -01 -1
Research, examination and appraisal
$3,250.00
Payment Terms: Net 30 from date of invoice. Past due invoices will be billed for
interest at a rate of 1.5% per month outstanding.
L &Q File #: C13.0056
Tax ID: 84- 1618169
I
� z 200 Pennsylvania Avenue Oreland, Pennsylvania 19075 215.885.7001 Tax 215.885.7005 �K t
0
Denise L. Wester, Esquire OF THEIPROGYONp
Attorney ID No. 58921
WESTER LAW OFFICES 2013 APR 22 AM 11. 55
The Fullerton Building DU MBERLAND COUNTY
881 Third Street Ste B -3 ENNS YLVANIA
Whitehall, PA 18052
610- 403 -1300
ATTORNEY FOR PLAINTIFF
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION - LAW
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to Wachovia Bank, National )
Association, ) '�' gl (,t
NO. ��
Plaintiff, )
vs. )
BENJAMIN B. SCHMICK, III, an adult individual, ) CONFESSION OF
JUDGMENT FOR MONEY
Defendant. )
AFFIDAVIT OF NON - MILITARY SERVICE
Plaintiff states that Defendant, Benjamin B. Schmick, III, is an adult individual
with a last known mailing address of 675 Saint Johns Drive, Camp Hill, Pennsylvania
17011.
Upon information and belief, Plaintiff further states that Defendant is not in the
military or naval services of the United States or its allies or otherwise within the
provisions of the Soldier's and Sailor's Civil Relief Act of 1940, 50 USCA App. Section
520.
Upon information and belief, I verify that the statements made in the above
Affidavit of Non - Military Service are true and correct. I understand that false statements
b.
herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to
unsworn falsification to authorities.
WESTER LAW OFFICES
BY:
Denise L. Wester, Esquire
OF TAE PRO t ,.iO' ' ►AR'y
1013 APP 22 A1111:65
Denise L. Wester, Esquire CUMBERLAND COUNTY
Attorney ID No. 58921 PENNSYLVANIA
WESTER LAW OFFICES
The Fullerton Building
881 Third Street, Ste B -3
Whitehall, PA 18052
610- 403 -1300
ATTORNEY FOR PLAINTIFF
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION - LAW
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to Wachovia Bank, National )
Association, )
NO. 1 3 -fit �l cv�l
Plaintiff, )
vs. )
BENJAMIN B. SCHMICK, III, an adult individual, ) CONFESSION OF
JUDGMENT FOR MONEY
Defendant. )
CERTIFICATION OF ADDRESSES
Plaintiff, Wells Fargo Bank, NA, is a national banking institution organized and
existing under the laws of the United States of America with offices located at 123 S.
Broad Street, Philadelphia, PA 19109, and is the successor by merger to Wachovia
Bank, National Association.
Defendant Benjamin B. Schmick, III, is an adult individual with a last known
mailing address of 675 Saint Johns Drive, Camp Hill, Pennsylvania 17011.
certify that the above facts are true and correct and that false statements herein
are made subject to the penalties of 18 Pa. C.A. § 4094, relating to unsworn falsification
to authorities.
WESTER LAW OFFICES
BY: O&QA"-
Denise L. Wester, Esquire
Mfr THE R0' NONOTAW,`
l"? r
Denise L. Wester, Esquire 2013 APR 22 AM 1 j: 5S
Attorney ID No. 58921
WESTER LAW OFFICES CUMBERLAND COUNTY
The Fullerton Building PENNSYLVANIA
881 Third Street, Ste B -3
Whitehall, PA 18052
610 -403 -1300
ATTORNEY FOR PLAINTIFF
IN THE COURT OF COMMON CIVIL DIVISION CUMBERLAND COUNTY, PA
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to Wachovia Bank, National )
Association, ) NO.
Plaintiff, )
vs. )
BENJAMIN B. SCHMICK, III, an adult individual, ) CONFESSION OF
JUDGMENT FOR MONEY
Defendant. )
PLAINTIFF'S AFFIDAVIT/AVERMENT
CONFESSION OF JUDGMENT FOR MONEY —
(XX) Pursuant to Pa. R.C.P. natural (3l in connection this
w'th a consumer
being entered by confession against a person
credit transaction.
(a) A consumer credit transaction means a credit transaction in which
the party to whom credit is offered or extended is a natural person
and the mogey, property or services which are the subject of the
transaction are primarily for personal, family or household
purposes.
CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY —
( ) Pursuant to Pa. R.C.P. No. 2971(a)(1), I certify that this judgment is not
being entered against a natural person in connection with a residential lease.
WESTER LAW OFFICES
DATE:
4 ' f F ' f'J� BY:
Denise L. Wester, Esquire
The above certification is made subject to the penalties of 18 Pa. C.S. Section 4904,
relating to unsworn falsification to authorities.
WESTER LAW OFFICES
DATE: �1 — — BY: �.G ,r • C,�d —Q�dO
Denise L. Wester, Esquire
5
Denise L. Wester, Esquire
Attorney ID No. 58921
WESTER LAW OFFICES
The Fullerton Building
881 Third Street, Ste B -3
Whitehall, PA 18052
610- 403 -1300
ATTORNEY FOR PLAINTIFF
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION - LAW
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to Wachovia Bank, National )
Association, ) NO.
Plaintiff, )
vs. )
BENJAMIN B. SCHMICK, III, an adult individual, ) CONFESSION OF
JUDGMENT FOR MONEY
Defendant. )
NOTICE OF FILING JUDGMENT
(XX) Notice is hereby given that a Judgment by Confession in the above - captioned
matter has been entered against you in the amount of $817,807.94 on
PE, � o�Q_ , 2013.
(XX) A copy of all documents filed with the Clerk of Courts — Civil Division in support of
the within judgment is /are enclosed.
Prothonotary/ C rk, Ci Di An
BY:
If you have any questions regarding this Notice, please contact the filing party:
Denise L. Wester, Esquire
(610) 403 -1300
(This Notice is given in accordance with Pa. R.C.P. 236.)
Rr0 De nise L. Wester, Esquire T11
Attorney ID No. 58921 WIMP 15'
Attorney for Plaintiff Ph
Wester Law Offices
The Fullerton Building CUMBERLAND COUNTY
PENlys YLVAMA
881 Third Street, Suite B-3
Whitehall, PA 18052
610-403-1300 Phone
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION — LAW
WELLS FARGO BANK, NATIONAL
ASSOCIATION, successor by merger to NO. 13-2181 Civil
WACHOVIA BANK, NATIONAL
ASSOCIATION,
Plaintiff,
vs.
BENJAMIN B. SCHMICK, III, an adult
Individual CONFESSION OF JUDGMENT
Defendant. FOR MONEY
AFFIDAVIT OF SERVICE
1, Denise L. Wester, Esquire, Attorney for Plaintiff, state that I sent by
certified mail, return receipt requested, the Notice Under Rule.2958.1 of
Judgment and Execution.Thereon in the above-captioned action to the
Defendant, Benjamin B. Schmick, III at 675 Saint Johns Drive, Camp Hill, PA
17011 on April 27, 2013, and that the Defendant did receive same on April 30,
2013, as evidenced by the United States Postal Service Certified Return Receipt
and LISPS confirmation attached as Exhibit "A".
I verify that the statements made in this Affidavit of Mailing are true and
correct and I understand that false statements herein are made subject to the
penalties of 18 Pa. C.S.A. section 4904, relating to unsworn falsification to
authorities.
WESTER LAW OFFICES
BY:
Denise L. Wester, Esquire
C y
t
C3
C3
r- . � 0AL USE
`D Postage $ $0.4b 4
Certified Fee $3.111 9 1467
C3 t Return Receipt Fee s2. `� 9 `7
C3 (Endorsement Required) g � Here G
C3 Restricted Delivery Fee �p '�
Q (Endorsement Required) R• Yo �b
Total Postage&Fees $ �+•1 )13
9 8
� Sent o
ru
/�E-✓Tj�r1/�✓ /3 Sc/tip/�� �//
or PO Box Na
------------------
Cy,,State,ZIP+4
SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION .
• Complete items 1,2,and 3.Also complete A. Signature
item 4 if Restricted Delivery is desired. _ / ❑Agent
• Print your name and address on the reverse /J ❑Addressee
so that we can return the card to you. B. Received by(Printed Name) C. Date of Delivery
• Attach this card to the back of the mailpiece,
or on the front if space permits. / ,/-.?0-y
1. Article Addressed to: D. Is delivery address different from item 1? ❑Yes
If YES,enter delivery address below: ❑ No
3. Service Type
e-xl✓" //w `7O / Ag Mertified Mail 11 Express Mail
/ ❑Registered ❑Return Receipt for Merchandise
❑Insured Mail ❑C.O.D.
4. Restricted Delivery?(Extra Fee) ❑Yes
2. Article Number 7012 41640 ' 0001' '1162 4006
(transfer from se
PS Form 3811, February 2004' Domestic Return Receipt 102595-02-M-1540;
EXHIBIT A
Lloyd R. Persun, Esquire `°`' THE P o f,0,aryr r,
Attorney I.D. No. 10139 1 � 2 f
Attorney for Defendant FM 4. C.9
Persun & Heim, P.C. CUMBERLAND COU�1.1-
P.O. Box 659 PENNSYLVANIA
Mechanicsburg, PA 17055-0659
(717) 620-2440 Phone
(717) 620-2442 Fax
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
CIVIL DIVISION -- LAW
WELLS FARGO BANK, NATIONAL
ASSOCIATION, successor by merger to Wachovia
Bank,National Association, NO. 13-2181 Civil
Plaintiff
V. CONFESSION OF JUDGMENT
FOR MONEY
BENJAMIN B. SCHMICK, III, an adult individual,
Defendant
PRAECIPE
TO THE PROTHONOTARY:
Please enter our appearance on behalf of Benjamin B. Schmick, III, the Defendant
in this case.
Lloyd R. Persun, Esquire
Attorney I.D. No. 10139
Persun & Heim, P.C.
P.O. Box 659
Mechanicsburg, PA 17055-0659
(717) 620-2440
Attorney for Defendant
Date: May 21, 2013
CERTIFICATE OF SERVICE
I, Lloyd R. Persun, Esquire, hereby certify that on the 21s' day of May, 2013 a true and
correct copy of the foregoing Praecipe was served by United States mail, first class, postage
prepaid upon the following addressed as follows:
Denise L. Wester, Esquire
Wester Law Offices
The Fullerton Building
881 Third Street, Suite B-3
Whitehall, PA 18052
Lloy', R. Persun, Esquire
Attorney for Defendant
May 21, 2013
33276v1
Lloyd R. Persun, Esquire L 0 1 3 A Y 2
Attorney I.D. No. 10139 pig '
Attorney for Defendant CUMBERLAND Co
PENNSYLVANIA
( r
Persun &Heim, P.C.
P.O. Box 659
Mechanicsburg, PA 17055-0659
(717) 620-2440 Phone
(717) 620-2442 Fax
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA
- CIVIL DIVISION.--LAW
WELLS FARGO BANK,NATIONAL
ASSOCIATION, successor by merger to Wachovia
Bank,National Association, NO. 13-2181 Civil
Plaintiff
v CONFESSION OF JUDGMENT
FOR MONEY
BENJAMIN B. SCHMICK,III, an adult individual,
Defendant
STIPULATION
AND NOW, this 22� / 'day of May,2013,the parties by their respective
attorneys hereby stipulate and agree that the time for Defendant to petition to strike off or to
open the Judgment in this case be and it is hereby extended until and including June 27, 2013.
LloyJ R. Persun, Esquire Denise L. Wester,Esquire
Attorney I.D.No. 10139 Attorney I.D.No. 58921
Persun&Heim,P.C. Wester Law Offices
P.O.Box 659 The Fullerton Building
Mechanicsburg,PA 17055-0659 881 Third Street, Suite B-3
Telephone: (717) 620-2440 Whitehall,PA 18052
Attorney for Defendant Telephone: (610) 403-1300
Attorney for Plaintiff
33250v1
Denise L. Wester, Esquire FILED-OFFIC~
Attorney ID No. 58921 T H C PRO THON j-Aq
Attorney for Plaintiff 2013 M4 14
Wester Law Offices PH 2: 03
The Fullerton Building C(MBERLAND COUNry
881 Third Street, Suite B-3 PENNsYLVANIA
Whitehall, PA 18052
610-403-1300
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
-CIVIL DIVISION — LAW
WELLS FARGO BANK, NATIONAL ASSOCIATION, )
successor by merger to ) NO. 13-2181 Civil
WACHOVIA BANK, NATIONAL ASSOCIATION,
Plaintiff,
vs.
BENJAMIN B. SCHMICK, III,
an adult individual,
CONFESSION OF JUDGMENT
Defendant. FOR MONEY
PRAECIPE AND POWER OF ATTORNEY FOR SATISFACTION
AND / OR TERMINATION
TO: CLERK OF COURTS— CIVIL DIVISION
You are hereby authorized, empowered, and directed to enter, as indicated, the
following on the records thereof:
The within suit is Settled, Discontinued, Ended and costs paid.
The within suit is Settled, Discontinued, Ended WITH Prejudice and costs paid.
The within suit is Settled, Discontinued, Ended WITHOUT Prejudice and costs paid.
Satisfaction of the Award in the within suit is acknowledged.
X Satisfaction of Judgment, with interest and costs, in the within matter is acknowledged.
WESTER LAW OFFICES
DATE: Xot- 3 BY:
Denise L. Wester, Esquire