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HomeMy WebLinkAbout14-5017 MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY ' M Plaintiff PENNSYLVANIA V. CIVIL ACTION - LAW s G & C ASSOCIATES and NO. �.— JULIE A. CASSIDY, Defendants p t `r, CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the complaint filed in this action, I appear for the defendants and confess judgment in favor of the plaintiff and against the defendants, plus interest at a per diem rate of $21.29 and costs from the date of judgment and costs of collection, as follows: (a) Unpaid Principal $105,727.82 (b) Unpaid Interest $ 10,784.69 (c) Late Charges $ 920.72 (d) Attorneys' Fees $ 5,496.11 TOTAL $122,929.34 RHOADS & SINON LLP By: -- Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants G & C Associates and Julie A. Cassidy for purposes of confession of judgment; Attorneys for Plaintiff Magnolia Portfolio, LLC for all other purposes a4,q1006 d� l 7 41sre 960140.2 31 o,;;? Stephanie E.DiVittore,Esquire ` tt;1'.,.f. Attorney I.D.No. 85906 �iiAUG26 F Kathryn D. Sallie, Esquire f�' b Attorney I.D.No. 108116 1111BERLAND CoUt,,TY RHOADS& SINON LLP PENNSYLVANIA One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717)233-5731 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION - LAW G& C ASSOCIATES and : NO. L/ • 5'pi JULIE A. CASSIDY, Defendants COMPLAINT IN CONFESSION OF JUDGMENT NOW COMES Plaintiff Magnolia Portfolio, LLC, by and through its attorneys, Rhoads & Sinon LLP, and files the within Complaint in Confession of Judgment, stating as follows: 1. Plaintiff Magnolia Portfolio, LLC ("the Lender"), is a Delaware limited liability company with its principal place of business at 4675 Macarthur Court, Suite 1550, Newport Beach, California 92660. 2. Defendant G & C Associates ("Borrower") is a Pennsylvania partnership with its principal place of business at 18 Log Cabin Road, Newville, Cumberland County, Pennsylvania 17421. 3. Defendant Julie A. Cassidy is an adult, married individual with an address of 18 Log Cabin Road,Newville, Cumberland County, Pennsylvania 17421. 960140.2 4. Defendant Julie A. Cassidy, and Michael Cassidy, are the general partners of G & C Associates. 5. On or about November 15, 2007, Orrstown Bank extended a loan in the original principal amount of $125,000 to the Borrower [Orrstown Loan No. 71481.9020] (the "Loan") secured by that certain Mortgage dated November 15, 2007 in favor of Orrstown Bank (the "Mortgage"). (Copies of the Business Loan Agreement and Mortgage are attached hereto as Exhibits "A" and "B" and incorporated herein by reference). 6. The Borrower also executed and delivered a Promissory Note dated November 15, 2007 to Orrstown Bank evidencing its obligation to repay the Loan (the "Note"). (A copy of the Note is attached hereto as Exhibit "C" and incorporated herein by reference). 7. Defendant Julie A. Cassidy (the "Guarantors") guaranteed the Loan, evidenced by the Guaranty agreements executed November 15, 2007. (Copies of the Guaranties are attached hereto as Exhibit "D" and incorporated herein by reference). Michael Cassidy also executed a guaranty. Michael Cassidy is now deceased. 8. The Lender is successor by assignment to Orrstown Bank, as on or about February 5, 2013, Orrstown Bank assigned all of its right, title and interest in the Business Loan Agreement, Note, Mortgage and Guaranties to Magnolia Portfolio, LLC, now referenced as Loan No. 104187-001. (Copies of the Assignments are attached hereto as Exhibit "E" and incorporated herein by reference). 9. Pursuant to the terms of the Note, Borrower was obligated to make repayment as follows: 960140.2 Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of$1,034.88 each, beginning December 15, 2007, with interest calculated on the unpaid principal balances at an initial discounted interest rate of 7.750% per annum; and 180 monthly consecutive principal and interest payments in the initial amount of $1,083.18 each, beginning December 15, 2012, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 7.500%), plus a margin of 1.000%, resulting in an initial interest rate of 8.500%. Borrower's final payment will be due on November 15, 2027 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. (Exhibit C—Note, p. 1). 10. An Event of Default has occurred under the terms of the Note, as the Borrower has failed to make a payment when due. (Exhibit C—Note). 11. Pursuant to the terms of the Note, "the Borrower will pay this loan in full immediately upon Lender's demand." (Exhibit C—Note). 12. On March 30, 2012, Orrstown Bank notified the Borrower and the Guarantors (collectively, the "Obligors") of their default and demanded payment in full. (A copy of the Demand Notice is attached hereto as Exhibit"F" and incorporated herein by reference). 13. The Note also grants the Lender the right to its attorneys' fees, costs and expenses incurred in collecting such amounts due and owing. (Exhibit C -Note). 960140.2 14. The Note and Commercial Guaranty contain confession of judgment provisions which empower any attorney of any court of record to appear for and enter judgment against the Obligors and in favor of the Lender, upon default by the Borrowers. (Exhibit C — Note; Exhibit D—Guaranties). 15. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 16. Except as set forth above, the Business Loan Agreement, Mortgage, Note and Guaranties have not been assigned by the Lender. 17. The Obligors continue to be in default under the terms of the written agreements set forth herein. 18. Judgment has not been entered previously on the warrants of attorney contained in the Note or Guaranty in any jurisdiction. 19. The actual amounts due and payable to the Lender under the Note as of July 29, 2014 are itemized as follows: (a) Unpaid Principal $105,727.82 (b) Unpaid Interest $ 10,784.69 (c) Late Charges $ 920.72 (d) Attorneys' Fees $ 5,496.11 TOTAL $122,929.34 960140.2 WHEREFORE Plaintiff Magnolia Portfolio, LLC demands judgment in its favor and against Defendants G & C Associates and Julie A. Cassidy in the amount of' $122,929.34 together with accruing interest at a per diem rate of $21.29, costs of suit, attorneys' fees, and such other charges as authorized by the warrants contained in the Note. Respectfully submitted. RHOADS & SINON LLP Ey: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC 960140.2 VERIFICATION Ann Hempfling hereby deposes and says, subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, that she is the Asset Manager for Sabal Financial Group, L.P., servicing agent for Magnolia Portfolio, LLC, that she makes this verification as such officer by its authority, and that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of her knowledge, information and belief. Date A emp *, anager Sabal FinanP. EXHIBIT A BUSINESS LOAN AGREEMENT Pr. i}at Loan fta,6_ MtIil;IV y Loans No Gall 10041 tura o f laer ; :Emilia€$ 'i �a,t}f3f#tai} S :��- t37 :': 774,a'i .�'*t} 3: 13tttt t3f}f133 l�f#..> N References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "`**" has been omitted due to text length limitations. Borrower: G&C Associates(TiN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg,PA 17257 77 EAST KiNG STREET SHIPPENSBURG, PA 17257 THIS BUSINESS LOAN AGREEMENT dated November 15, 2007, is made and executed between G & C Associates ("Borrower") and ORRSTOWN BANK ("Lender")on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion;and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of November 15, 2007, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges,or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement,the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions,authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender,as of the date of this Agreement, as of the date of each disbursement of loan proceeds,as of the date of any renewal,extension or modification of any Loan,and at all times any Indebtedness exists: Organization. Borrower is a partnership which is, and at all times shall be, duly organized,validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings,governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is,and at all times shall be, duly qualified as a foreign partnership in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 9974 Molly Pitcher Highway, Shippensburg, PA 17257. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's principal office address or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by few relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result In a violation of, or constitute a default under 0) any provision of (a) Borrower's articles or agreements of partnership,or (b) any agreement or other instrument.bind'tng upon Borrower or (2) any taw,governmental regulation,court decree,or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property.tax liens for taxes not presently due and payable;Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not.executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing,Borrower represents and warrants that: (1) During j BUSINESS LOAN AGREEMENT Loan No: 714819020 (Continued) Page 2 the period of Borrower's ownership of the Collateral,there has been no use, generation, manufacture, storage,treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral;or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement, Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnity and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into. or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note,that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that,so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit.Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request. P Additional Information. Furnish such additional information and statements,as Lender may request from time to time. # Insurance. Maintain fire and other risk insurance,public liability insurance, and such other insurance as Lender may require with respect to i Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender, Borrower, upon request of Lender,will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender,including stipulations that coverages will not be cancelled or diminished without at least ten 00) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans,Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including.without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and 16) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash i value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. i Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors named below,on Lender's forms,and in the amounts and under the conditions set forth in those guaranties. I Names of Guarantors Amounts Michael J.Cassidy $125,000.00 Julie A.Cassidy $125,000.00 Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. Taxes,Charges and Liens. Pay and discharge when due all of its indebtedness and obligations,including without limitation all assessments, taxes, governmental charges, levies and liens,of every kind and nature,imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties,income,or profits. I BUSINESS LOAN AGREEMENT Loan No: 714819020 (Continued) Page 3 Performance. Perform and comply,in a timely manner, with all terms, conditions,and provisions set forth in this Agreement,in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations,studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30).days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may(but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens,security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender; Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell,transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts,except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business,or (3) make any distribution with respect to any capital account,whether by reduction of capital or otherwise. Loans, Acquisitions and Guaranties. (1 i Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity,or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. Agreements. Borrower will not enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. 1 CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if; (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies,becomes incompetent or becomes insolvent,files a petition in bankruptcy or similar proceedings, I or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any 6 Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender;or (E) Lender in good faith deems itself insecure,even though no Event of Default shall have occurred. i RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether BUSINESS LOAN AGREEMENT Loan No: 714819020 (Continued) Page 4 checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts,and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term,obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate s reserve or bond for the dispute. f Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change in Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent(25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. ' Right to Cure. If any default,other than a default on indebtedness,is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured it Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default.and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably € practical. ) EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate(including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition,Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. FINANCIAL INFORMATION,The Borrower agrees to provide the Lender with Federal Tax Returns andfor CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the.Borrower,on an annual basis. If the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to increase the interest rate charged on this Note by 0.25°x6. The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: , Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. i Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption,headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. BUSINESS LOAN AGREEMENT Loan No: 714819020 (Continued) Page 5 Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan,and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests,as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of'such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, invalid,or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal,valid and enforceable. if the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law,the illegality,invalidity,or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant,the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shell bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents,shall be continuing in nature,and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full,or until this Agreement shall be terminated in the manner provided above,whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding,or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made,or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. ? Agreement. The word "Agreement" means this Business Loan Agreement,as this Business Loan Agreement may be amended or modified from time to time,together with all exhibits and schedules attached to this Business Loan Agreement from time to time. i Borrower. The word "Borrower" means G & C Associates and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan,whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien,equipment trust, conditional sale,trust receipt,lien, charge,lien or title retention contract,lease or consignment intended as a security device,or any other security or lien interest whatsoever,whether created by laud,contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended,.42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,Pub. L.No. 99-499 ("SARA"),the Hazardous Materials Transportation Act,49 U.S.C. Section 1 B01,at seq., t 4 BUSINESS LOAN AGREEMENT Loan No: 714819020 (Continued) Page 6 the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto, Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor,surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes,without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means ORRSTOWN BANK,its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note executed by G & C Associates in the principal amount of $125,000.00 dated November 15, 2007, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing;and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements,understandings or other agreements,whether created by law,contract,or otherwise,evidencing,governing, representing, or i creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract,or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED NOVEMBER 15,2007. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: G &C ASSOCIATES r /� By, (Seal) By= (Seal) Mich a J. Cassi Gene artner of G & C Juli Cassidy, General Partner of C Associates Asso sates i d 1 3 BUSINESS LOAN AGREEMENT Loan No: 714819020 (Continued) Page 7 LENDER: ORRSTOWN BANK By: (Sea[) MATTHEW JOr, Commercial Loan Officer LASER PRO lending,Va.5.39.10.OD1 Cepf.HAnend Fmenom'golv4one.Inc.1997.2307. AI!Ri9M,R..—. -PA ci%C11kLPLXC40,FC TR•1793R PR•1 i 1 EXHIBIT B C icj 0 i Parcel Identification � Number: .(, RECORDATION '�J REQUESTED BY: ORRSTOWN BANK KING STREET OFFICE /, V 77 EAST KING STREET w SHIPPENSBURG,PA 17257 WHEN RECORDED MAIL TO: ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA 17257 FOR RECORDER'S USE ONLY MORTGAGE Amount Secured Hereby: $125,000.00 THIS MORTGAGE dated November 15, 2007, is made and executed between Michael J. Cassidy and Julie A. Cassidy, whose address is 3 Rockwell Court, Carlisle, PA 17013 (referred to below as "Grantor") and ORRSTOWN BANK, whose address is 77 EAST KING STREET,SHIPPENSBURG,PA 17257 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases,confirms and mortgages to Lender all of Grantor's right,title,and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and remainders with respect thereto;all water,water rights,watercourses and ditch rights(including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals,oil,gas,geothermal and similar matters, (the "Real Property") located in Cumberland County,Commonwealth of Pennsylvania: See attached The Real Property or its address is commonly known as 128 E. King Street, Shippensburg,PA 17257. CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus interest thereon,of either Grantor or Borrower to Lender,or any one or more of them,as well as all claims by Lender against Borrower and Grantor or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined,absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right,title,and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any"one action"or"anti-deficiency" law, or any other law which may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency,before or after Lender's commencement or completion of any foreclosure action,either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage is executed at Borrower's request and not at the request of Lender; (b)Grantor has the full power,right,and authority to enter into this Mortgage and to hypothecate the Property; (c)the provisions of this Mortgage do not conflict with,or result in a default under any agreement or other instrument binding upon Grantor and do not result in a violation of any law, regulation,court decree or order applicable to Grantor; (d)Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition: and (e) Lender has made no representation to Grantor about Borrower(including without limitation the creditworthiness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower and Grantor shall pay to Lender all Indebtedness secured by this Mortgage as it becomes due,and Borrower and Grantor shalt strictly perform all Borrower's and Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements,and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal, MORTGAGE (Continued) Page 2 release or threatened release of any Hazardous Substance by any person on,under, about or from the Property; (2) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous Substance on,under,about or from the Property;and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws;and (2) agrees to indemnity,defend,and hold harmless Lender against any and all claims,losses, liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal,release or threatened release occurring prior to Grantor's ownership or interest in the Property,whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend,shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance,Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(including oil and gas),coal,clay,scoria,soil,gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect,of all governmental authorities applicable to the use or occupancy of the Property,including without limitation,the Americans With Disabilities Act. Grantor may contest in good faith any such law,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion,Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts,in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any interest in the Real Property. A"sale or transfer"means the conveyance of Real Property or any right, tide or interest in the Real Property;whether legal,beneficial or equitable;whether voluntary or involuntary;whether by outright sale,deed,installment sale contract,land contract,contract for deed, leasehold interest with a term greater than three(3)years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. However,this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due(and in all events prior to delinquency)all taxes,payroll taxes,special taxes, assessments,water charges and sewer service charges levied against or on account of the Property,and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage; except for those liens specifically agreed to in writing by Lender,and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax,assessment,or claim In connection with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,Grantor shall within fifteen (15)days after the lien arises or,if a lien is filed, within fifteen 0 5)days after Grantor has notice of the filing,secure the discharge of the lien,or if requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys'fees,or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest,Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen(15)days before any work is commenced,any services are furnished,or any materials are supplied to the Property,if any mechanic's lien,materialmen's lien,or other lien could be asserted on account of the work,services,or.meterials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: MORTGAGE (Continued) Page 3 Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance,including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance, if available,within 45 days after notice is given by Lender that the Property is located in a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen 0 5) days of the casualty. Whether or not Lender's security is impaired,Lender may,at Lender's election,receive and retain the proceeds of any insurance and apply the proceeds to the.reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount awing to Lender under this Mortgage,then to pay accrued interest,and the remainder,if any,shall be applied to the principal balance of the Indebtedness. It Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents,Including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (t) the term of any applicable insurance policy;or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy,title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage,and (b)Grantor has the full right,power,and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice,and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. if all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES..The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: Current Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses MORTGAGE (Continued) Page 4 incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps,and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type.of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this ,type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Borrower. Subsequent Taxes. if any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent,or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records,Lender may,at any time and without further authorization from Grantor,file executed counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code)are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to be filed,recorded,refiled,or rerecorded,as the case may be, at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete, perfect,continue,or preserve (1) Borrower's and Grantor's obligations under the Note,this Mortgage,and the Related Documents,and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing,Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph,Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Borrower and Grantor pay all the Indebtedness when due,and Grantor otherwise performs all the obligations Imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay,if permitted by applicable law,any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term,obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to Comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Borrower or Grantor, False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Coilaterat'rzation. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason, Death or Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business or the death of any partner,the insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrower's or Grantor's property,any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Borrower's or Grantor's accounts,including deposit accounts,with Lender. However,this Event of Default shall not apply If there is a good faith dispute by Borrower or Grantor.as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture MORTGAGE (Continued) Page 5 proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may,but shall not be required to,permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender,and,in doing so,cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default,other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve(12)months,it may be cured if Grantor,after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen(15)days;or (2) if the cure requires more than fifteen(15)days,immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's option,may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. in furtherance of this right,Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender,then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere,as attorney for Lender and all persons claiming under or through Lender,to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage,or a copy of this Mortgage verified by affidavit,shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever, Nonjudicial Sale, If permitted by applicable law,Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-judicial sale. , Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option,either (1) pay a reasonable rental for the use of the Property,or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law,Borrower and Grantor hereby waive any and all right to have the Property marshalled. In exercising its rights and remedies,Lender shall be free to sell all or any part of the Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made In conjunction with any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to MORTGAGE (Continued) Page 6 Lender following an Event of Default,or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys'Fees:Expenses, If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,whether or not there is a lawsuit,including reasonable attorneys'fees and expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction).appeals,and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs,in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law,any notice required to be given under this Mortgage shall be given in writing, and shall be effective when actually delivered, when actually received by tslefacsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,if mailed,when deposited in the United States mail,as first class,certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address,as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law,if there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage,together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports, if the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender,upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income"shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only.and are not to be used to interpret or define the provisions of this Mortgage. Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shell be joint and several, and all references to Grantor shall mean each and every Grantor,and all references to Borrower shall mean each and every Borrower. This means that each Grantor signing below is responsible for all obligations in this Mortgage. No Waiver by Lender. Lender shalt not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender,nor:any course of dealing between Lender and Grantor,shell constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Severability. if a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any person or circumstance,that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other person or circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified,it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence in the performance of this Mortgage. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower"means G&C Associates and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default.'The word"Default"means the Default set forth in this Mortgage in the section titled"Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9601,at seq.("CERCLA"),the Superfund Amendments and Reauthorization Act of 1986,Pub.L. No.99-499("SARA"),the Hazardous Materials Transportation Act,49 U.S.C,Section 1601,at seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 6901,at seq.,or other applicable state or federal laws,rules, or regulations adopted pursuant thereto. Event of Default. The words"Event of Default"mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. MORTGAGE (Continued) Page 7 Grantor. The word"Grantor"means Michael J.Cassidy and Julie A.Cassidy. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty, The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical,chemical or infectious characteristics,may cause or pose a present or potential hazard to human health or the environment when improperly used,treated,stored,disposed of,generated,manufactured, transported or otherwise handled. The words'Hazardous Substances"are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term"Hazardous Substances"also includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions,replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest,and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided In this Mortgage. Specifically, without limitation,Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Mortgage. Lender. The word"Lender"means ORRSTOWN BANK,its successors and assigns. Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated November 15, 2007, in the original principal amount of$125,000.00 from Borrower to Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of the Note is November 15,2027.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures,and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words"Real Property"mean the real property,interests and rights,as further described in this Mortgage. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness. Rants. The word "Rents" means all present and future rents, revenues,income, issues, royalties, profits,and other benefits derived from the Property. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: X (Seal) MIbifabrJ.CasarBy ff f X 1 {seal) Julie A assidy signedacanowle and delivered in the pre ce of: X Witness /� X f�s 76 d7 Witness MORTGAGE (Continued) Page 8 CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein is as follows- KING STREET OFFICE,77 EAST KING STREET,SHIPPENSBURG,PA 17257 Alto ey or ent for Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I )SS COUNTY OF �{• D ) // �� pn this,the J day of 742 20 J'/7 before me /',6i(J6!' &2 f fn i f ru ,the undersigned Notary Public,personally appeared Michael J.Cassidy and Julie A. Cassidy, known to me'for sdtisfactorily proven) to be the person whose names are subscribed to the within instrument,and acknowledged that they executed the same for the purposes thereinpGntaine . In witness whereof,I hereunto set my hand and o i ial a I. p COMMONWEALTH OF PENNSYLVANIA v Notarial Seal Notary Public in andho the State of Rebecca L Holtry,Notary Public Shippensburg Sam,Cumberland County My Commission Expire`April 29,2008 Member,Pennsylvania As=iatlon of Notaries USED fSO:rndi,p,Ve.599.14W1 Law.Mn V,!rnnm!SaWwµleu 1991,12A'n.Ap Iua y Be,e,vuL-pA c:CGIµR,�£L Ti4:)B30 M1 Schedule"A" ALL that certain lot of ground with improvements erected thereon situate on East King Street,in the Borough of Shippensburg, Cumberland County, Pennsylvania,bounded and described as follows: ON the North by East King Street; on the East by lot of ground now or formerly of James and Abigail Newberger,his wife; on the South by public alley; and on the West by a public alley and property now or formerly of Hazel Miller. BEING the western part of Lot No. 71 in the General Plan of the Borough of Shippensburg. Containing in front on East King Street 32 feet 2 inches and in depth running back to said alley on the South 257 feet. 4 inches. ALSO BEING the same real estate that William E,_Kronsberg and Karin B. Kronsberg,husband and wife,by their deed dated April 20, 2001, and recorded in Cumberland County Deed Book 243, at Page 185, conveyed to Michael J. Cassidy and Julie A. Cassidy,husband and wife the Mortgagors herein. w ROBERT P. ZIEGLER RECORDER OF DEEDS , CUMBERLAND COUNTY - 1 COURTHOUSE SQUARE CARLISLE, PA 17013 i ; 717-240-6370 __ d Instrument Number-200746000 Recorded On 12/11/2007 At 1:57:37 PM r Total Pages- 10 X Instrument Type-MORTGAGE Invoice Number-10573 User ID-KW *Mortgagor-CASSIDY,MICHAEL J *Mortgagee-ORRSTOWN BANK *Customer-SOUTH CENTRAL "FEES — -- STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $10 .00 JUSTICE DO NOT DETACH RECORDING FEES - $21 .50 RECORDER OF DEEDS AFFORDABLE HOUSING $11.50 This page is now part COUNTY ARCHIVES FEE $2.00 of this legal document. ROD ARCHIVES FEE $3.00 TOTAL PAID $48.50 I Certify this to be recorded in Cumberland County PA cE cuyQ ,p RECORDER O D EDS 1750 *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. OOOCFIH EXHIBIT C PROMISSORY NOTE Principal Loan Date.. maturity JLoan NO. C-011.4 Goll A aunt C3ffaG8! ifitlai$ $125r06F#ZG 11-15-2007 9'i 8 t > 1E t Grp EI#3F13 f3tE;}.f7,N References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: G&C Associates(TIN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg, PA 17257 77 EAST KING STREET SHIPPENSBURG, PA 17257 Principal Amount: $125,000.00 Date of Note: November 15, 2007 Maturity Date: November 15, 2027 PROMISE TO PAY. G & C Associates ("Borrower") promises to pay to ORRSTOWN BANK ("Lender"), or order, in lawful money of the United States of America,the principal amount of One Hundred Twenty-five Thousand &001100 Dollars($125,000.00),together with interest on the unpaid principal balance from November 15, 2007,until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. if no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of $1,034.88 each, beginning December 15, 2007, with interest calculated on the unpaid principal balances at an initial discounted interest rate of 7.750% per annum; and 180 monthly consecutive principal and interest payments in the initial amount of$1,083.18 each, beginning December 15, 2012,with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 7.500%), plus a margin of 1.000%, resulting in an initial interest rate of 8.500%. Borrower's final payment will be due on November 15, 2027 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges, and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 3651360 basis;that is,by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. For the first 60 payments,the interest rate on this loan will be 7.750%. Thereafter,the interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Prime (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.500% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note,Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five(5)years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shall decrease one percent(1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not, unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they wall reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to; ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG, PA 17257, LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay.upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note,. interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each.of the following shall constitute an event of default C.Event of Default") under this Note: Payment Default. Borrower falls to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note:.or the related documents is.false or misleading in any material respect,.either now or at the time made or furnished or becomes false. PROMISSORY NOTE Loan No: 714819020 (Continued) Page 2 or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency lavas by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor, Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent(25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days;or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due,and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay.. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts,and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights.provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated November 15,2007,to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Cumberland County,Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. 6 FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information,required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. If the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end,the Lender has the right to Increase the interest rate charged an this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender i increasing the interest rate charged on this Note. OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available.collected balance in the account(s). . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives; successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address; ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG,PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. 9 PROMISSORY NOTE Loan No: 714819020 (Continued) Page 3 Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: G &C ASSOCIATES BY ' (Seat) By:: ! ` ' (Seal) Michael J. Cas Partner of G & C Ju a A. Cassa Genera artner G & C Associates As ociates LASER PRO Lending,Ver.8.78.M=Cap,.MHend PBnncW SPWIb ,Wa 1897,2W7. All Penn Rece,wd. .PA r.ICF MID20SC TR47938 PR-1 P is DISCLOSURE FOR CONFESSION OF wDGMENT Printipat Loan bate Maturity Loan No Gaff I coif initi #s $125,000€G . 111-15 . 71-4$1T£.!300 GQ00=3 ,3�£3T4i References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item, Any item above containing — " has been omitted due to text length limitations. Declarant: 'G& C Associates(TIN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg,PA 17257 77 EAST KING STREET SHIPPENSBURG, PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS 154- DAY OF _ out!tg e r 20 o7, A PROMISSORY NOTE FOR $125,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT,AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT ALAI DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: ._ B. THE UNDERSiG D FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHO T ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER,AFTER ENTRY OF JUDGMENT,AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING,TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS,AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PE IT :,DRYAPPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS:C. AFTER HAVI G RAND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT: INITIALS JOTE'ECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE [RI 2. AA REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: G &C ASSOCIATES By., `I (Seal) Mi6hfidl J. Ca rai Partner of G & C Associates s Jul assi y, a er oY G & C AsTates EXHIBIT D COMMERCIAL GUARANTY Principal. Loan 0M maturity LOW 140 Calf 1 Gbit AGCC�uilt QfEtC�>' :tem. MJJON References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or Any item above containing "***" has been omitted due to text length limitations. Borrower: G&C Associates(TIN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg,PA 17257 77 EAST KING STREET SHIPPENSBURG,PA 17257 Guarantor: Michael J. Cassidy(SSN: 176-46-6157) 3 Rockwell Court Carlisle, PA 17013 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word 'Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals,extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. if Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower.,and wilt continue in full force until all the Indebtedness shall have been fully.and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured,loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate., or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties,endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation,any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust,as Lender in its discretion may determine; (G) to sell,transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender, (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law,regulation,court decree or order applicable to Guarantor; (E) Guarantor has not and will not,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer; or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct In all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower, (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms,time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) to commit any act or omission of any kind,or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any 'one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any. i action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, COMMERCIAL GUARANTY Loan No: 714819020 (Continued) Page 2 either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances,the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, 'including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there Is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower,"and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced,that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations,partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered,when actually received by telefaesimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Guaranty, Any party may change its address for notices under this Guaranty by giving formai written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. a i COMMERCIAL GUARANTY Loan No: 714819020 (Continued) Page 3 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives,successors, and assigns,and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means G & C Associates and Includes, all do signers"and,.'co,irjakers. signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty,inclu-ding J✓ithodfiirrmitation Michael J. Cassidy, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. - Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns. Note. The word "Note" means the promissory note dated November 15, 2007, in the original principal amount of $125,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 15,2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X (Seal) Michdefj.Cass i r t t { n. S COMMERCIAL GUARANTY Loan No: 714819020 (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) (( )SS COUNTY OF_ CU-I�'c(A-y A ) On this,the day of MC)\J vVtb-eX' 20 0-7 ,before me the undersigned Notary Public, personally appeared Michael J. Cassidy, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. (� OMMOF RSAI..iH OF PENNSYLVANIA JA 9A k f L'Mm Pay- Notary P�kbl' in and for the State of S elttbW.PanitsvivPnIp.Assneiafion of Notaries LASER PAL i ding,Ver,5.39.10.001 Capt.NMlmd FMmein Salud ,M4 1997,M. A9 NB91r Ramed. -PA e.1CR%LPLV—M,FC TA-17938 PR-1 b ) £ } L P l E E s t qE i 4 i i F i 1 i 1 DISCLOSURE FOR CONFESSION OF JUDGMENT Principal Loran Date mawtity,. Loan 1 cr Cal.!Coo Ai=.oorrt Officer Er�itia#s # 3 : £4.7: 71.-48't 0.20 1E 7�� �;��-�3� M 40i1i References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "I**' has been omitted due to text length limitations. Borrower: G&C Associates(TIN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg,PA 17257 77 EAST KING STREET SHIPPENSBURG, PA 17257 Declarant: Michael J. Cassidy(SSN: 176-46-61571 3 Rockwell Court Carlisle,PA 17013 DISCLOSURE FOR CONFESSION OF JUDGMENT IAM EXECUTING, THIS DAY OF A),L>,jco&e.1 , 2007 , A GUARANTY FOR A PROMISSORY NOTE FOR. $125,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERIUG AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. 1 FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON,ATTACHING, LEVYING ON,TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY,IN FULL OR PARTIAL PAYMENT OF THE:JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN A�NNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS ' C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,I REPRESENT THAT: INITIALS Aie- 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION- D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000;THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT;AND THAT i RECEIVED A COPY AT THE TIME OF SIGNING- THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X �.. ;1Sealy ae .C7� t.A9E8 PRO LeMmft,Va.5.36.10.001 Cnar,Nmind Fme"aial 9ewUon,,Ina 1997,2007. AU Rghu N-d. fid e:10FILLPL1030.Fr.7A-17938 PI1•t k COMMERCIAL GUARANTY Prsnei sa Loan Date Mawr{ty Loan No Gaff t Coll A000unt Qffiosr trAtia#s References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: G &C Associates(TIN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg, PA 17257 77 EAST KING STREET SHIPPENSBURG,PA 17257 Guarantor: Julie A.Cassidy(SSN: 208-50-5707) 3 Rockwell Court Carlisle, PA 17013 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word"Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and ail collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals,extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any notice to Guarantor or to Borrower,and will continue in full force until all the Indebtedness shall,have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time; (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue;or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof,including without limitation,any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In its discretion may determine; (G) to sell,transfer, assign or grant participations in all or any part of the Indebtedness;and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) .Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation,court decree or order applicable to Guarantor; (E) Guarantor has not and will not,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request,Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and ail such financial information which currently has been, and all future financial Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) to commit any act or omission of any kind, or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, COMMERCIAL GUARANTY Loan No: 714839020 (Continued) Page 2 either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower,of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,the Guarantor,or both. GUARANTOR'S UNDERSTANDING WiTH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. if any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter s created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty,together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment, Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses i include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the t court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the ' provisions of this Guaranty. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims,damages,and costs (including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the warranties,representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and Where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively-shall mean all and any one or more of them. The words"Guarantor," "Borrower," and "Lender" include the heirs,successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities,it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on i their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law., any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. 7 COMMERCIAL GUARANTY Loan No: 714819020 (Continued) Page 3 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender, No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between Lender and Guarantor,shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors,and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means G & C Associates and includes all•co-signers;and,co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty,including„without limitation Julie A. Cassidy, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty” means this guaranty from Guarantor to Lender.,- Indebtedness. ender indebtedness. The word "Indebtedness" means Borrower's indebted6ess'fo'Lender as more particularly described in this Guaranty. Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns. Note. The word "Note" means the promissory note dated November 15, 2007, in the original principal amount of $125,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FiVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THiS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE.BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY iS DATED NOVEMBER 15, 2007. THIS GUARANTY IS GiVEN UNDER SEAL AND iT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: f t X (Seai) Julie ssldy COMMERCIAL GUARANTY Loan No: 714819020 (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) r )SS COUNTY OF On �s,the 1� � day of QQV -Pf` 20 07 , before me Ae.W� ,`t7),, the undersigned Notary Public, personally appeared Julie A. Cassidy, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seat. L 2,f t' e�tt Notary Pu !i in and for the State of���� �i�n I_>- MB€?bsr, r�nr+cu*xKesln agfi^ryafinr%nf€otarte¢ LASER PKI lending,Ver.6-4.10MI C,,,.Na4M FhmeW Se1.6—,Inc.1967,2007. NI Right:Rgttved. .PA cACFlV.P:1E20.PC YR-17836 PFI r t rr 3 4 4 jj i i { S l 1 I 3 DISCLOSURE FOR CONFESSION OF JUDGIIIENT PrftkGiiiBt Loan r3 [�8t8 tVfa>Etl it)r Laa.l No Gad(7-tail Account Offl of itl tiais $ -25,0G0,04 -15ON513 Ef33 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" hes been omitted due to text length limitations. Borrower! G&C Associates(TIN: 23-2343651) Lender: ORRSTOWN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg,PA 17257 77 EAST KING STREET SHIPPENSBURG, PA 17257 Declarant: Julie A.Cassidy(SSN: 208-50-5707) 3 Rockwell Court Carlisle,PA 17013 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS �kV' DAY OF20 O? , A GUARANTY FOR A PROMISSORY NOTE FOR $125,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S1 NT IN JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: �`- B. I FURTH UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON,ATTACHING, LEVYING ON,TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY,IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMEN N N ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: _ `. C. AFTER HAVJNG READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,I REPRESENT THAT: INITIALS CT. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000;THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT;AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: F XSeal} )JUII)IC1,11dy ✓SER PAD L=dih0,V-5.3a.10.OD1 Copt.ftW4 flnenpiel SeNtipna,In,,1997.2DD7. Alf fthu R--ry -PA caCAjLPL1D30.M M-12939 M-1 . _ _ _ .,_.� _ . ,w � .. �... _ ._ _. ._ _,._ , �. �. .. �. ;� r �,. � � . � , F Y .� F .. t. - � .. ' � 'L .. � _ .. � � tieJ�"J." .r ..`� .. J a THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON, MCCOY&ORTA, P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tu Parcel Identification No.:33-34-2415-089 I certify that the precise address of the Assignee is c/o Sabal Financial Group, L.P.,4675 MacArthur Court,Suite 1550,Ne rt Beach,CA 92660 Nick "llone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as "Assignor"), for value received, does by these presents, grant, sell,transfer, assign, convey and set over to Magnolia Portfolio,LLC,a Delaware limited liability company, its successors and assigns (hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.-:2510.015 Loan Name:0&C ASSOCIATES Loan Ref.:714819020 Mortgage dated November 15, 2007, executed by Michael J. Cassidy and Julie A. Cassidy, the grantor, to Onstown Bank, the Lender, recorded on December 11, 2007, as Instrument Number 200746000 in the Official Records of Cumberland County, State of Pennsylvania ("Recorders Office"), as the same may have been assigned, amended, supplemented, restated or modified (the "Mortgage"). The Mortgage covers the property described therein, less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC, ITS SUCCESSORS AND ASSIGNS, THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Rd:2510.015 Loan Name:G&C ASSOCIATES Loan Rd.:714819020 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this 5+11 day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portf io, LLC,a Delaware limited liability company, a -in- act By: 7. Name: R. Patterson Jackson itle: Authorized Si�}atory �SUC ni ' og I fC3�NlE'.LI►Yl r� OUn lOu ded Jai we y 3o aw aS 91 f ACKNOWLEDGMENT NoNWO 130 03 STATE OF CALIFORNIA ) SS: COUNTY OF ORANGE ) On this day of February, 2013, before me personally ad R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio, LLC, a Delawar ited liability company, Attorney-in- Fact for Orrstown Bank,a Pennsylvania banking corpora . , known to me or proved to me on the basis of satisfactory evidence to be the persons who exe d the foregoing instrument, and they thereupon duly acknowledged to me that they executed th a to be their free act and deed. WITNESS my hand and official seal. My commission expires: Name of Notary: AMO Rd.:2510.015 Loan Nunc:G&C ASSOCIATES Loan Ref.:714819020 STATE OF CALIFORNIA ) COUNTY OF ORANGE) On February 5, 2013, before me, Lynn Mattson,Notary Public,personally appeared R. Patterson Jackson,who proved to me on the basis of satisfactory evidence to be the person(&) whose names)is/am subscribed to the within instrument and acknowledged to me that he/sheJdiey executed the same in hi&% f/tkeif authorized capacity(ies),and that by hislhff/th&signature(s)on the instrument the person(&), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r'09LYNN MATTSON Commission or 1930475 z '4 Notary Public•California ; �— Orange County y Sigzlat EAL) M Cornm.EY ires Mar 27.2015 t Si at of otary P blit ra.�r. * avrww..� - •aye r yr � ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY -- 1 COURTHOUSE SQUARE CARLISLE, PA 17013 a 717-240.6370 '� • it . s ' Instrument Number-201304681 Recorded On 2/12/2013 At$:23:11 AM "Total Pages-5 Instrument Type- ASSIGNMENT OF MORTGAGE Invoice Number- 129491 User ID-BMM "Mortgagor-CASSIDY, MICHAEL J "Mortgagee- MAGNOLIA PORTFOLIO LLC *Customer-SIMPLIFILE LC&RECORDING •FEES STATE WRIT TAX $O.SO Certification Page STATE JCS/ACCESS To $23.50 JUSTICE DO NOT DETACH RECORDINO FEES — $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $50.50 I Certify this to be recorded In Cumberland County PA RECORDER OF DEEDS *-Information deoWd by an ask-tisk may change during the vend ration proms and rwy not be reflected on this page. CERTIYIRD VROYBRTY IDMIPICATION HLW3XR3 33-34-2415-089 - 89ID➢-IIDOLS CC70IS REGISTRY 02/12/2013 BY TB THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Penmylvanla Tai Map No.or Tax Parcel Identii6cation No.:3134-24154)$9 1 certify that the preeise address of the Assignee is c/o Sabal Fimmcial Group,L.P,,4675 MacArthur Court, Suite 1550,Newport Beach,CA 42660 op NiCt� !lone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, A Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257(hereinafter referred to as"Assignor"), for value received, does by these presents, grant, sell, trmisfer, assign, convey and set over to Magnolia Portfolio,LLC,a Delaware limfitW liability company,its successors and assigns(hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ret::2510.015 Lona Nemo:G&C ASSOCIATES Low Ref:714$19020 THIS DOCUMENT PREPARED BY AND UPON RECORDATION;RETURN TO: ANDERSON,MCCOY&ORTA; P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73.102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No,or To!Parcel Identification'No.:33-34-2415-089 .1 certify that the precise address of the Assignee is c/o Sabal Financial Group,t.P,,4675 MacArthur ':Court, Suite 1550,Newport Beach,CA"82660 Nick ellone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257 (hereinafter referred to as "Assignor"), for value received,.does by these presents, grant; sell,.transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware.limited liability company,its successors and assigns.(hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.015 Loan Name;G&C ASSOCIATES Loar►Ref.-:714819020 STATE OF CALIFORNIA) COUNTY OF ORANGE) On February 5, 2013, before me,Lynn Mattson,Notary Public, personally appeared R. Patterson Jackson,who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/an subscribed to the within instrument and acknowledged to me that he/she/dwy executed the same in his/her/Owk authorized capacity(ies),and that by his/ /their signature(,)on the instrument the person(,), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. tr N MATrsON commtsslon 9930475 i'x Notary puhtic.California ; Signat (D� SEAL} Orange County Si ature of Notary ublic M COMM,ExRira:Mar27,2 j J ROBERT P. ZIEGLER .RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE . . CARLISLE, PA 17013 717-240-6370 • • r• Instrument Dumber-201304682 Recorded on 2/12/2013 At 8:23:12 AM "Total Pages-5 •Instrument Type-ASSIGNMENT Invoice Number- 1x9091 User ID-BMM •Grantor-CASSIDY, MICHAEL J •Grantee-MAGNOLIA PORTFOLIO LLC •Custumer-SIMPLIFILE LC&RECORDING •FEES STATE WRIT TAX $0.50 Certification Page RECORDIN3 LFEW — $11.50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES COVNTY ARCHIVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $27.00 I Certify this to be recorded in Cumberland County PA au RECORDER OF DEEDS •-[nformaUm devoud by an asteHmk atRy change during the veritkation process and aW oat be refkcud on this page. ASSIGNMENT OF SECURITY DOCUMENTS ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION, ("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged,hereby sells, transfers, assigns, delivers, sets-over and conveys to MAGNOLIA PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, its successors and assigns ("Assignee"), without recourse to the Assignor, and without representations, warranties or covenants, express or implied, written or oral, by the Assignor, all right, title and interest of the Assignor in and to the loan identified on Exhibit A attached hereto (the "Loan"), including without limitation all of Assignor 's right, title and interest in any guaranties, loan participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Loan. Dated this of February, 2013 ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: MAGNOLIA PORTFOLIO, LLC, a Delaware limited li it company, its Attorney-in-Fact By: Name: R. Patterson Jackson Title: Authorized Signatory AMO Ref.: 2510.015 Loan Nwnc: G&C ASSOCIATES l flan Rcf:7t4819020 EXHIBIT"A" TO ASSIGNMENT OF SECURITY DOCUMENTS That certain loan dated November 15, 2007, in the stated original principal amount of $125,000.00, executed by G & C Associates to Orrstown Bank, which is secured by property located in Cumberland County, State of Pennsylvania. AMO Ref 2510.015 Loan Name: G&C ASSOCIATES Loan Ref.:714819020 F�XHIBIT F Kate Deringer Sallie ph i'1' _'_37"'-6792 r"Si:111 L'Cl�l"i1(IQL/5''�;Yl UrY.C{tl1) RHOADS SINONL L 1) r1:Fv) 26-,2/01 tune 19. 2014 Re: DEMAND ND NO110E N71A FEDERAL EXPRESS Mark. D. Hipp, Esquire Mette Evans & Woodside 1'C 3401 North .Front Street P.O. Box 5950 I-larrisbura, PA 17110-0950 Dear Mr. Hipp: 'vVe represent Sabal financial Group, L.P., as servicing agent for Magnolia Portfolio, LLC (the "Lender") who purchased those certain loans made to G&C Associates, being more specifically identified as Loan Nos. 104182-001, 104186-001, 104187-001 and 104188-001, which such loans are auaranteed by Michael and Julie Cassidy. It is our understanding that you represent G&C Associates and Michael and Julie Cassidy (collectively. the "Obligors"), and that you will share this Notice with your clients. If that is not the case, }Tease advise us within the next three (3) days so that we can re-deliver this notice accordingly. The foregoing loans may be referred to herein as each a "Loan" and, collectively. the "I.,oans", Capitalized terms used herein shall have the meanings attributed thereto by the various loan documents associated wit11 the Loans (the "l-oan Documents") unless otherwise defined herein. As you may know, the Loans were in default at the time Lender purchased them and since that tinge. the Obligors have made efforts to snake payments and rehabilitate the Loans. Unfortunately, the Obligors have not made consistent or timely payments as required under the Loan Documents, and therefore, the Loans continue to be in default. The failure to make tirnely payments on the Loans constitutes an event ofdefault Under the Loan Documents (the "Events of Default"). As a result.of the Invents of Default, the Lender was and continues to be entitled to pursue various rights and remedies under the Loan Documents, including, without limitation, the acceleration of all of the indebtedness that is oNved by the Obligors to the Lender under the Loan One South Market Square., 12th Floor • P.O. Box 1146 • HarrishUrg, PA 17108-1146 • ph: 717-2:33.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax; 610.423.4201 tUU1lc.'r)t(Jttr�s-Sit't.rrJl.GoitE i)ocl.vnerrts relatitlg [o) (I C Ile 3ultin ("Desault I calls, the rmpositiorl of the default rate of ir,telest c 11 oi« <t)#hor'7ed 17 the 1_.Oa� n I. OCUMettts, f n of uu„ foreclosure. liquidation. collection or other erlforcenlent of the L.endel''s sect.trit ; Liens in any or all of the Collatcral sccurin� I �nrcnt. at;d the Documents. the indebtedness and obligations Under 1111cthet Loan Accorclingly, you and the Obligors aree hereby notified that: • Interest shall continue to c1CC1'tIC on the unpaid principal balance at the default interes 01- ee percent(3%)over the current applicable rate of each Loan, t rage of • The Let,lde.r is hereby declaring the Loans imn"cdiately due and payable. "rhe autstanding s as lollile 01 Principal and accrued interest under file Loans as of Ivtay 3t}, ?014 i - # Unpaid Balance al Loan __ I7efaul[ Total Interest Late Fees � 104182-001 S206,815.03 I S291709.69 Other• Fees i .interest Due 511,811.74 516,082.01 -, 51.,015.90 $276,435.01 04186-001 5349,205.40 525.359.07 53,836.28 , 521,498.41 S 18.81=1.28 S4 18,71144 kl'04-------- 187-001 I S C 05.727,82 .---.. .— SS 5812.40 ' S5,496.11 t 53.933.99 .5121.5 104188-001 � � ., ___� 1 43.47 5 i,_72.786.88 $123.7,1.97 '- S9 614,10 _S7,458.70 — 239.18 � -- i 51.487,830.83 ; --� ---_.- _-- _ -- Toral ilrnount Duc' 52.304,322.81 i Notwithstarudino the fact that the Lender may immediately exercise its rights and remedies under the Loan Documents, the I..:ender will allow the Obligors until ,lul}r 15, 2014 to satisfy the Outstanding indebtedness as set forth above. If the Obligors outstanding indebtedness on or before Jul • 15, 2 dors do not satisfy, the and remedies Under the Loan Documents without lanycicf"therr may cln ticetot xethe seObliits tohs. Aciclitionally. ifpayrment is not made on or betbre July 15, 2014 as set forth above, we have been Obligors. authorized to institute apl��ropriate legal action against the Obligors, including, but not limited to, confession of'judgment against the Obligors, and the foreclosure, liquidation, collection or other enfareement of the Lender's security interests and liens in any or all of the collateral ("Collateral") securillg the indebtedness and obligations under the Loan Documents, in order to recover all amounts owed to the Lender under the Loan Docurments. includng legal fees, costs of collection and interest. i Inc Lender's election not to exer'cise any of its other rights and remedies at the present time, and any financial. accommodations the Lender may have tmade to date, shall not be consu•ued as a waiver o1'any rights or remedies of the Lender. Nothing contained herein or in arty other c'otilnlunication or In any Orl.goule. discussions or neg otia place between the Obligors and the Gender shall directly or irlirei�tlons 'which have or may take upon the Lender to defer any enforeernent action or make any further financial acconlmod t oron constitt.rte a consent or waiver of any past, present or fitturc� Event 1 ` violation ofan)-provisions ofany Loan. Document; (iii} amend, modify of Opera le provision of z.lnv c f Default or other Luart Docunaerrt or any right 1,�o��.�c r privile,gc or remedy of the Lender 1 t� as a waiver of* thereunder; or{ivf constitute a coarse of cleali�ng or oi�her basis for alterin�� owed by t.hc_ Obligors to i_i1e Lender. tiothir,g S zrrty duty or obligation ar any other person ore cc,nt;Ime,d in this le ter shall confer on al-1v Obligor 1 ntity any richt to other or' further notice or cure periods �tirilh respect. to a.m� Event esf�elault. The Lender expressly reserves all of its rigllts, powers, vile�l Loan Documents avid/or applicable la vs. including. witltoui lunitati time as applicable: (i) to apply the Ur..fault hate to the o 1 ,es `rrr`l re er,s under the orr, the Lender's right at any since the elate of inception of the ons Events of Default: rr to coma nr ince any the or an collect any or all oft Loan Documents he indebtedness and oblin to gations under the Lotus Documents and/oOther r any Collateral or any property pledged by any Other person or cniity as securit indebtedness and obliI, Ions under the Loan Documents; (iii} to foreclose orroany or all of the on any or all of the Collateral andfor' set-off or apply to the payment of atrY or all of the ihemt ise realize mdebtedncss or obligations under the Loan Documents ono or all of lenIlle Collateral a take any other enforcement action or otherwise exec-cise any or all rights and r:ernedieS r and (iv) to by any Loan Document or by applicable lavers, provided The Lender appreciates the efforts made. to date with respect to the l.,oans and feels tlta.t a call to discuss these 1_,oarrs WOUld be beneficial. Please advise of our availability f nderserrce call within the next tern da s. In the meantime.. please do not hesitate to y. or a undersigne-.d with an.y questions or concerns, contact the Very truly yours, RI-10ADS& SINON LL!' By: � at Deringer Sallie cc: Ann Hcmpfling, Sabal Financial Group, 1-.11. (via electronic mai]) Ralph Fetrow(vi.a electronic mail) MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS Plaintiff OF CUMBERLAND COUNTY, PENNSYLVANIA c-� _ ' C— V. CIVIL ACTION- LAW � c G& C ASSOCIATES and NO. JULIE A. CASSIDY, .T,-c-) Defendants ; y = ENTRY OF JUDGMENT AND NOW, this X day of August, 2014, Judgment is hereby entered in favor of the Plaintiff Magnolia Portfolio, LLC, and against Defendants G & C Associates and Julie A. Cassidy and damages are assessed in the amount of$122,929.34 together with accruing interest at a per diem rate of$21.29 from the date of judgment. Prothonotary 960140.2 F'!C U-Vr'TjIWi+ Stephanie E. DiVittore, Esquire 4 E "'""TH 101 TA Attorney I.D.No. 85906 Kathryn D. Sallie, Esquire [' 1# AUG 26 Aid 1 1: 17 Attorney I.D. No. 108116 RHOADS& SINON LLP CUMBERLAND COUNTY One South Market Square PENNSYLVANIA P.O.Box 1146 Harrisburg,PA 17108-1146 (717)233-5731 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION - LAW G& C ASSOCIATES and NO. JULIE A. CASSIDY, Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THERETO Notice of Defendant's Rights To: G& C Associates 18 Log Cabin Road Newville, PA 17421 Julie A. Cassidy 18 Log Cabin Road Newville, PA 17421 A judgment in the amount:of One Hundred Twenty Two Thousand Nine Hundred Twenty Nine Dollars and Thirty Four Cents ($122,929.34)plus interest from the date of judgment accruing at the rate of Twenty One Dollars and Twenty Nine Cents ($21,29) per day and costs of collection, has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a Confession of Judgment contained in a written agreement or other paper allegedly signed by you. The Sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY(30) DAYS AFTER THE 960140.2 DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FOR"1'1-1BELOW, THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service: Pennsylvania lawyer Referral Service (800) 692-7375 960140.2 MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION - LAW C: ' G& C ASSOCIATES andO. ' '� ate' , - , JULIE A. CASSIDY, SQ�7 C%l�U� �r— ra CD Defendants PRAECIPE FOR ENTRY OF JUDGMENT To: The Prothonotary Pursuant to She attached Entry of Judgment, please enter judgment in favor of the Plaintiff Magnolia Portfolio, LLC and against Defendants G & C Associates and Julie A. Cassidy and damages are assessed in the amount of$122,929.34 together with interest from the date of judgment accruing at the rate of$21.29 per day plus costs of collection. RHOADS & SINON LLP By: Stephanie DiVittore Kathryn D. Sallie One South Market Square P.O. Box 1 146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants G & C Associates and Julie A. Cassidy for purposes of confession of judgment; Attorneys for Plaintiff Magnolia Portfolio, LLC, for all other purposes 960140.2 MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS Plaintiff OF CUMBERLAND COUNTY, PENNSYLVANIA V. CIVIL ACTION - LAW G& C ASSOCIATES and NO -, JULIE A. CASSIDY, 761-7 Defendants NOTICE OF ENTRY OF CONFESSED JUDGMENT To: G & C Associates 18 Log Cabin Road Newville, PA 17421 Julie A. Cassidy 18 Log Cabin Road Newville, PA 17421 You are hereby notified that on August,C.7�, 2014,judgment by confession was entered against you in the amount of$122,929.34 together with accruing interest at a per diem rate of $21.29 from the date of judgment. Attached hereto are copies of all documents filed with the Prothonotary in support of the confession of judgment. "f 3 Date: V 4r a Prothonotary 960140.2 YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service: Pennsylvania lawyer Referral Service (800) 692-7375 960140.2 Stephanie E. DiVittore, Esquire Attorney1D. No. 85906 Kathryn D. Sallie, Esquire Attorney LD. No. 108116 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, Plaintiff v. G & C ASSOCIATES and JULIE A. CASSIDY, L D OFPIC 2814S P 10 41111' 09 (I IGERL AND CO NTY PEINSY1.16' IA COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION — LAW Defendants CASE NO. 14-5017 PROOF OF SERVICE As evidenced by the Acceptance of Service attached hereto as Exhibit "A" and incorporated herein by reference, the Complaint in Confession of Judgment, Notice of Entry of Confessed Judgment, Praecipe for Entry of Judgment, Notice under Rule 2958.1 of Judgment and Execution Thereto, Confession of Judgment and Entry of Judgment was served upon Defendants G & C Associates and Julie A. Cassidy on September 9, 2014. Respectfully submitted, RHOADS & SINON LLP By: • 963821A Stephanie E. DiVittore One South Market Square P. O. Box 1146 Ha:frisicprg, PA 1710841146 (717)233;571 Attomeys for_Plamtiff EXHIBIT "A" 963821.1 MAGNOLIA PORTFOLIO., LLC, : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, Plaintiff : PENNSYLVANIA. v. : CIVIL ACTION - LAW G & C ASSOCIATES and JULIE A. CASSIDY, Defendants : NO. 14-5017 CIVIL ACCEPTANCE OF SERVICE Heather Zink Kelly, Esquire, accept service of the Complaint in Confession of Judgment, Notice of Entry of Confessed Judgment, Praecipe for Entry of Judgment, Notice under Rule 2958.1 of Judgment and Execution Thereto, Confession of judgment and Fairy of Judgment in this matter on behalf of Defendants G & C Associates and Julie A. Cassidy. As counsel for Defendants, I certify that I am authorized to do so. Date: 962687.1 By: Heather Z. Kelly, squire Mette, Evans & Woodside 3401 North Front Street Harrisburg, PA 17110-0950: Attorneys for Defendants CERTIFICATE OF SERVICE I hereby certify that on this 141\lay of September 2014, a true and correct copy of the foregoing Proof of Service was served by means of United States mail, first class, postage prepaid, upon the following: Heather Z. Kelly, Esq. Mette, Evans & Woodside 3401 North Front Street Harrisburg, PA 17110-0950 963821.1 Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 — Phone (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendants MAGNOLIA PORTFOLIO, LLC, Plaintiff VS. G & C ASSOCIATES, and JULIE A. CASSIDY, Defendants (JF THE PROTHONOTARY 2014 OCT -$ PM 3= a3• CUMBERLAND. COUNTY PENNSYLVANIA : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 14-5017 Civil Action : CONFESSION OF JUDGMENT PETITION TO OPEN OR STRIKE CONFESSED JUDGMENT AND MOTION TO STAY EXECUTION NOW COME Defendants, G & C Associates ("G&C") and Julie A. Cassidy ("Cassidy," and, collectively with G&C, "Defendants"), by and through their attorneys, Mette, Evans & Woodside, and file the within Petition to Open or Strike Confessed Judgment and Motion to Stay Execution ("Petition") filed by Magnolia Portfolio, LLC ("Plaintiff'), and in support whereof aver as follows: Background 1. On August 26, 2014, Plaintiff filed a Complaint in Confession of Judgment (the "Complaint") against Defendants and entered judgment pursuant thereto (the "Judgment"). 2. The Judgment was entered pursuant to warrants of attorney contained in a November 15, 2007 Promissory Note executed by Defendant G&C in favor of Orrstown Bank (the "Note") and a Commercial Guaranty executed by Cassidy guarantying the indebtedness evidenced by the Note (the "Guaranty"). The Note and Guaranty are attached to the Complaint as Exhibits "C" and "D", respectively. 3. Plaintiff avers in the Complaint that it is the successor by assignment to the Note and Guaranty based on "Assignments" that are attached to the Complaint as Exhibit "E." 4. The Assignments attached to the Complaint consist of (1) an "Assignment of Mortgage" referencing a mortgage recorded with the Cumberland County Recorder of Deeds at Instrument No. 200746000; (2) an "Assignment of Assignment of Rents" referencing an Assignment of Rents recorded with the Cumberland County Recorder of Deeds at Instrument No. 200746001; and (3) an "Assignment of Security Documents" for certain specified documents executed in connection with a November 15, 2007 "Loan" (as defined in the Assignment of Security Documents). 5. All of the Assignments attached to the Complaint are executed by Plaintiff the purported Assignee of the documents. 2 6. The Assignment of Mortgage and Assignment of Assignment of Rents (neither of which specifically assigns the Note or Guaranty to Plaintiffs) indicate that they are executed by Plaintiff's "Authorized Signatory" "Pursuant to the Limited Power of Attorney Recorded January 30, 2013 as Instrument 201303263" (the "Limited POA"). 7. The Limited POA is not attached to the Complaint. 8. Notwithstanding, the Limited POA is a public record recorded with the Cumberland County Recorder of Deeds and is attached hereto as "Exhibit A." 9. The Limited POA references a "Loan Sale Agreement" between Orrstown Bank and Plaintiff. (Limited POA, Ex. A). 10. Pursuant to the Limited POA, Orrstown Bank provided Plaintiff with the limited power to indorse documents "necessary to assign, transfer, extend, release or otherwise carry out the intent of the Loan Sale Agreement..." (Limited POA, Ex. A). 11. The Limited POA does not include a copy of the Loan Sale Agreement and does not specifically reference any loans that were sold or transferred by Orrstown Bank to Plaintiff pursuant to the Loan Sale Agreement. 12. The Loan Sale Agreement is not attached to the Complaint. 13. Notably, at the same time that Plaintiff confessed judgment in this action against Defendants, it also confessed judgment in seven (7) other actions against Defendants and/or related individuals and entities, under different instruments, but pursuant to assignments related 3 to the Loan Sale Agreement. See Cumberland County Docket Nos. 14-5003; 14-5007; 14-5010; 14-5014; 14-5016; 14-5018; 14-5019. 14. Because the Loan Sale Agreement was not attached to the pleadings in this action or any of the other actions referenced above, and because neither Plaintiff nor Orrstown Bank has ever made it available to Defendants, Defendants have never seen the Loan Sale Agreement and have never received confirmation that the Note, Guaranty and other loan documents were properly assigned by Orrstown Bank to Plaintiff. 15. Neither Defendants nor the Court, based on the face of the pleadings, can determine the "intent of the Loan Sale Agreement" (as set forth in the Limited Power of Attorney), because it is not attached to the pleadings and has never been made available to Defendants. 16. Plaintiff confessed judgment in the amount of $122,929.34, together with accruing interest at a per diem rate of $21.29. (Pl. Compl. at ¶19). 17. Defendants made payments to both Orrstown Bank and Plaintiff that have never been accounted for in statements provided to Defendants. 18. Defendants raised concerns about the application of payments separately with Orrstown Bank and with Plaintiff, both verbally and in writing. 19. Defendants have requested payment histories for payments made, both from Orrstown Bank and Plaintiff. 20. Defendants' requests for a payment history have been ignored. 4 21. Plaintiff did not respond to Defendants' concerns, nor provide the requested records. Petition to Open or Strike Confessed Judgment First Defense - Failure to Establish Proper Assignment of the Note and Guaranty 22. The above Paragraphs are incorporated by reference. 23. The face of the Complaint, even coupled with the Limited POA of public record, fails to establish Plaintiff's right to confess judgment against Defendants. 24. Plaintiff signed the Assignments pursuant to the Limited POA, which gave Plaintiff only the power to execute documents to "carry out the intent of the Loan Sale Agreement..." (Limited POA, Ex. A). 25. The Loan Sale Agreement is not a matter of public record, nor is it attached to the Complaint. 26. Accordingly, there is no proof that Plaintiff's signature on the Assignments was authorized by Orrstown Bank. 27. A judgment entered by confession must be self-sustaining and may not be entered when the court must consider matters outside the instrument in order to support the judgment. Manor Bldg. Corp. v. Manor Complex Assoc. Ltd., 645 A.2d 843, 846 (Pa. Super. 1994). 5 28. If the Plaintiff did not have the legal right to confess judgment against Defendants, which is not established by the face of the Complaint, the Judgment must be stricken. 29. No judge has ruled on any other petition in this or any related matter. Petition to Open Confessed Judgment Second Defense — The Amount of the Judgment is Disputed 30. The above Paragraphs are incorporated herein by reference. 31. The amount of the judgment is incorrect due to Orrstown Bank's and Plaintiff's improper application of payments under the Note. 32. Defendants' requests for a payment history and other information related to the application of payments have been ignored by Orrstown Bank and Plaintiff. 33. Defendants have also never had the opportunity to review the application of rates of interest, fees and other amounts set forth in the Complaint. 34. Where the accuracy of the amount in judgment has been challenged, the court should open the judgment. See Davis v. Woxall Hotel, Inc., 577 A.2d 636, 638 (Pa. Super. 1990). 35. WHEREFORE, the Defendants, G & C Associates and Julie A. Cassidy, respectfully request that the Judgment dated August 26, 2014 in the above -referenced matter be stricken. In the alternative, the Defendants respectfully request that the judgment dated August 26, 2014 in the above referenced matter be opened and the Defendants be permitted to file an 6 answer to the Complaint. Defendants further request such other relief as the Court deems just and appropriate under the circumstances. Motion to Stay Execution 36. The above Paragraphs are incorporated herein by reference. 37. Defendants accepted service of the Complaint on September 9, 2014. 38. The Complaint was served together with a Notice Under Rule 2958.1 of Judgment and Execution Thereto, indicating that Defendant may execute on the Judgment on or after 30 days from the date of service, or October 9, 2014. 39. If the Court grants Defendants' Petition to Open or Strike, set forth above, the amount of the Judgment may be reduced or stricken completely. 40. Rule 3121(b) provides that "[e]xecution may be stayed by the court as to all or any part of the property of the defendant upon its own motion or application of any party interest showing... (2) any other legal or equitable ground therefore." 41. Here, Defendants have raised meritorious defenses to the Judgment, including the very ability of Plaintiff to confess judgment against Defendants. 42. Under the circumstances, it would be inequitable to permit Plaintiff to proceed with permitting Plaintiff to execute upon the Judgment. WHEREFORE, Defendants respectfully request that the Court stay execution upon the Judgment entered in this case pending disposition of this Petition to Open or Strike. 7 By: Date: October 8, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE 7 Heather Z. Kell , Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendants VERIFICATION I, Julie Cassidy, have read the foregoing document and verify that the facts set forth therein are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language are that of counsel, I have relied upon counsel in making this Verification. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. Dated: CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 By: Date: October 8, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE &_2 , 3 ad67 Heather Z. Kelly, squire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendants 7 Inst. # 201303263 - Page 1 of 3 NOT APPLICABLE FOR PIN NUMBER CCGIS REGISTRY 01/30/2013 BY DC LIMITED POWER OF ATTORNEY Reference is made to that certain Loan Sale Agreement for Portfolio Offering #121210, dated as of December 20, 2012 (the "Loan Sale Agreement") by and between ORRSTOWN BANK having a notice address of 77 East King Street, Shippensburg, PA 17257, Attn: Jeffrey M. Seibert, EVP/Chief Operating Officer ("Seller") and MAGNOLIA PORTFOLIO, LLC having a notice address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, California 92660; Attn: R. Patterson Jackson ("Buyer"). Each capitalized term used herein but not defined herein shall have the meaning assigned thereto in the Loan Sale Agreement. In accordance with the Loan Sale Agreement, Seller hereby makes, constitutes, appoints and confers upon Buyer, its successors and assigns, Seller's irrevocable, limited power of attorney to indorse Seller's name and collect any checks or other forms of payment received from Obligors, ander the related Evidence of Indebtedness sold by Seller to Buyer under the Loan Sale Agreement and to endorse and sign any documents necessary to assign, transfer, extend, release or otherwise carry out the intent of the Loan Sale Agreement with respect to Loan Notes, mortgages, deeds of trust, security instruments, judgments, assignments of insurance policies or other instruments related to an Evidence of Indebtedness; provided, however, any such endorsement (i) shall be permitted only to the extent necessary to carry out the intent of the Loan Sale Agreement and (ii) shall state clearly that such endorsement is "WHERE IS", "WITH ALL FAULTS" AND WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. This Limited Power of Attorney shall expire one (1) year from the date of execution hereof. Page 1 of 2 Inst. # 201303263 - Page 2 of 3 IN WITNESS WHEREOF, Seller has caused its name to be subscribed hereto by its duly. authorized officer this 19th day of December, 2012. Signed, sealed and delivered in the prose ce" t By: & \0 Name: Li.n R /Yll) iik) -\ By: Name: • STg..g ORRSTOWN BANK, a Pennsylvania banking corporation By: Name: Zachary lynn Title: SVP, SAG (rector Special Assets Group ACKNOWLEDGEMENT STATE OF nY\st1Na G COUNTY OF -Y‘ti'1 Vlt A I CERTIFY that on the 19th day of December 2012, Zachary M. Flynn personally came before me and acknowledged under oath, to my satisfaction, that: (a) he signed the attached document as Senior Vice President of Orrstown Bank and (b) this document was signed and made by Orrstown Bank as its voluntary act and deed, COMMONWEALTH OF PENNSYLVANIA Notarial Seal Ashley R, Nes, Notary.Publlc Greene Two., franldin County MY CommlOon Expires May 29, 2016 MEMBER, RENKSYLVANIAASSOCIATION OP NOTARIES NOTARY LIC My Comm i on Expires: M... &QJ?o LS -p Page 2 of 2 Inst # 201303263 - Page 3 of 3 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 201303263 Recorded On 1/30/2013 At 2:14:56 PM * Instrument Type - POWER OF ATTORNEY Invoice Number - 128113 User ID - MSW *Grantor - ORRSTOWN BANK * Grantee - MAGNOLIA PORTFOLIO LLC *Custoiner - SIMPLIFILE LC E -RECORDING *FEES STATE WRIT TAX $0.50 RECORDING FEES — $11.50 RECORDER OF DEEDS COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $17.00 *Total Pages - 3 Certification Page DO NOT DETACH This, page is now part of this legal document. I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. f MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA VS. NO. 14-5017 Civil Action G & C ASSOCIATES CONFESSION OF JUDGMENT and �C-- M c� � M. JULIE A. CASSIDY Defendant c-, �-� C-) ORDER GRANTING RULE TO SHOW CAUSE AND STAY OF EXECUTION AND NOW, this�,�d f(!�� 2 6 upon consideration of the foregoing petition, it is hereby ordered that (1) a rule is issued upon the respondent to show cause why the petitioner is not entitled to the relief requested; (2) the respondent shall file an answer to the petition within days of this date; (3) the petition shall be decided under Pa.R.C.P. No. 206.7; (4) depositions and other discovery shall be completed within(�c O days of this date; (5) argument shall be held on'jer, 2-2,'L V j-'y .in Courtroom�_of the Cumberland County Courthouse; (6) execution on the judgment entered in the action is STAYED pending disposition of the Petition to Open or Strike; and (7) notice of the entry of this order shall be provided to all parties by the petitioner; BY THE COURT: J. -T Notice of the entry of order to be sent to: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 No Heather Z. Kelly, Esquire �p METTE, EVANS & WOODSIDE I� 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 745145vl Stephanie E. DiVittore, Esquire PA LD. No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie, Esquire PA I.D. No. 208116 ksallie@rhoads-sinon.com Rhoads & Sinon LLP PO Box 1146 Harrisburg, PA 17108-1146 Phone: 717.233.5731/Fax: 717.237.6790 Attorney for Plaintiff Magnolia Portfolio, LLC MAGNOLIA PORTFOLIO, LLC, Plaintiff v. G&C ASSOCIATES and JULIE A. CASSIDY, FIED-OFFIO" 'Cf: THE PROTHONOTARY NOV -14 PM 12: I-0 CUMBERLAND COUNTY PENNSYLVANIA COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION — LAW Defendants CASE NO. 14-5017 ANSWER TO RULE TO SHOW CAUSE NOW COMES Plaintiff Magnolia Portfolio, LLC ("Magnolia Portfolio"), by and through its counsel, Rhoads & Sinon LLP, and submits the following Answer to the Rule to Show Cause issued by the Court in response to the Petition to Open or Strike Confessed Judgment and Motion to Stay Execution filed on behalf of Defendants G&C Associates and Julie Cassidy (collectively "Defendants") and in support thereof states as follows: 1. Denied as stated. Magnolia Portfolio admits that it filed a Complaint in Confession of Judgment on August 26, 2014 and judgment was entered thereon. The Complaint and Judgment are writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 2. Denied as stated. Magnolia Portfolio admits that the judgment in confession was entered pursuant to warrants of attorney in a November 15, 2007 Promissory Note and Commercial Guaranty. The judgment, Note and Guaranty are writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 3. Denied as stated. Magnolia Portfolio admits that the Complaint references and attaches Assignments of the Note and Guaranty. The Complaint, Note, Guaranty and Assignments are writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 4. Denied as stated. Magnolia Portfolio admits that the Complaint references and attaches Assignments. The Assignments are writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 5. Denied as stated. Magnolia Portfolio admits that the Assignments attached as Exhibit "E" to the Complaint are executed by R. Patterson Jackson, Authorized Signatory, for Magnolia Portfolio, LLC, as Attorney -in -Fact for Orrstown Bank, a Pennsylvania banking corporation pursuant to a Limited Power of Attorney recorded January 30, 2013 as Instrument Number 201303263. The Assignments and Limited Power of Attorney are writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 6. Denied as stated. Magnolia Portfolio admits that the Assignments attached as Exhibit "E" to the Complaint are executed by R. Patterson Jackson, Authorized Signatory, for Magnolia Portfolio, LLC, as Attorney -in -Fact for Orrstown Bank, a Pennsylvania banking corporation pursuant to a Limited Power of Attorney recorded January 30, 2013 as Instrument Number 201303263. The Assignments and Limited Power of Attorney are writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 7. Admitted. By way of further response, it is specifically denied that the Limited Power of Attorney was required to be attached to the Complaint. 8. Admitted. By way of further response, the Limited Power of Attorney is a writing that speaks for itself and Magnolia Portfolio denies any characterization of it. 9. Admitted. By way of further response, the Limited Power of Attorney is a writing that speaks for itself and Magnolia Portfolio denies any characterization of it. 10. Denied. The Limited Power of Attorney is a writing that speaks for itself and Magnolia Portfolio denies any characterization of it. 11. Denied as stated. It is admitted that the Limited Power of Attorney does not include a copy of the Loan Sale Agreement or reference the specific loan that was sold or transferred by Orrstown Bank to Plaintiff It is specifically denied that there is any requirement that the Loan Sale Agreement be attached to the Limited Power of Attorney or that the specific loans be listed therein. 12. Denied as stated. It is admitted that the Complaint does not include a copy of the Loan Sale Agreement. It is specifically denied that there is any requirement that the Loan Sale Agreement be attached to the Complaint. 13. Admitted. 14. Denied as stated. It is admitted that the Loan Sale Agreement was not attached to the pleadings in this action or any related actions and that the Agreement was not made available to Defendants. It is specifically denied that the Loan Sale Agreement was required to be attached to the pleadings or other actions instituted by Magnolia Portfolio against Defendants or related entities. It is also specifically denied that Magnolia Portfolio or Orrstown was required to make the Loan Sale Agreement available to Defendants. Instead, Orrstown properly sold loans to Magnolia Portfolio pursuant to a Loan Sale Agreement and executed the Limited Powers of Attorney necessary for Magnolia Portfolio to sign, as Attorney in Fact for Orrstown Bank, the Assignments. Pursuant to the Assignments, Magnolia Portfolio lawfully and properly confessed judgment against Defendants based on their failure to comply with their obligations under the Business Loan Agreement, Note and Guaranty. 15. Denied as stated. It is admitted that the Loan Sale Agreement was not attached to the pleadings or made available to Defendants. It is specifically denied that Magnolia Portfolio or Orrstown Bank was required to make the Loan Sale Agreement available to Defendants or otherwise disclose the terms thereof to Defendants. It is also specifically denied that Defendants are entitled to "determine the 'intent of the Loan Sale Agreement'. By way of further response, Orrstown properly sold loans to Magnolia Portfolio pursuant to a Loan Sale Agreement, and executed the Limited Powers of Attorney necessary for Magnolia Portfolio to sign, as Attorney in Fact for Orrstown Bank, the Assignments. Pursuant to the Assignments, Magnolia Portfolio lawfully and properly confessed judgment against Defendants based on their failure to comply with their obligations under the Business Loan Agreement, Note and Guaranty. Such action is fully consistent with the terms of the loan documents in this case, as the Business Loan Agreement is clear that "[alit covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns." (Exhibit A to Complaint — Business Loan Agreement, p. 5). The Note similarly provides that it "[t]he terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns." Exhibit C to Complaint — Promissory Note, p. 2). This language is sufficient, under Pennsylvania law, for Magnolia Portfolio to proceed with confession of judgment against Defendants. 16. Admitted. 17. Denied. It is specifically denied that Defendants made payments to Orrstown Bank or Magnolia Portfolio that were not accounted for in statements provided to Defendants and proof thereof is demanded at the time of hearing. 18. Denied as stated. It is admitted that Defendants, in correspondence with counsel for Magnolia Portfolio, made allegations about concerns about the application of payments. It is specifically denied that Orrstown Bank or Magnolia Portfolio failed to apply payments made by Defendants with respect to the underlying obligation. 19. Denied as stated. It is admitted that, in discovery in this case, Defendants have requested payment histories from Magnolia Portfolio. Magnolia Portfolio is without knowledge regarding the remaining allegations of this Paragraph and the same are thus specifically denied. 20. Denied as stated. It is admitted that Magnolia Portfolio has not yet responded to the discovery served in this case which includes requests for payment histories. It is specifically denied that Orrstown Bank or Magnolia Portfolio withheld information to which Defendants were entitled under the loan documents. 21. Denied as stated. It is admitted that Magnolia Portfolio has not yet responded to the discovery served in this case which includes requests for payment histories. It is specifically denied that Orrstown Bank or Magnolia Portfolio withheld information to which Defendants were entitled under the loan documents. PETITION TO OPEN OR STRIKE First Defense 22. Magnolia Portfolio incorporates herein by reference its responses to Paragraphs 1 through 21 above. 23. Denied. It is specifically denied that Magnolia Portfolio's Complaint is devoid of any allegations that would support its right to confess judgment against Defendants. 24. Denied. The allegations of Paragraph 24 concern the Assignments and a Limited Power of Attorney, writings that speak for themselves and Magnolia Portfolio denies any characterization of them. 25. Denied as stated. It is admitted that the Loan Sale Agreement is not a matter of public record or attached to the Complaint. It is specifically denied that the Loan Sale Agreement is necessary to demonstrate Magnolia Portfolio's right to confess judgment against Defendants or otherwise required to be provided to Defendants. By way of further response, see the response to Paragraph No. 15 above. 26. Denied. It is specifically denied that Magnolia Portfolio was not authorized, pursuant to the Limited Power of Attorney, to execute the Assignments on behalf of Orrstown Bank. 27. The allegations of Paragraph 27 are conclusions of law to which no response is required. To the extent a response is deemed appropriate the same are specifically denied. 28. The allegations of Paragraph 28 are conclusions of law to which no response is required. To the extent a response is deemed appropriate the same are specifically denied. 29. Admitted. PETITION TO OPEN OR STRIKE Second Defense 30. Magnolia Portfolio incorporates herein by reference its responses to Paragraphs 1 through 29 above. 31. Denied. It is specifically denied that Orrstown Bank or Magnolia Portfolio improperly applied payments under the Note or that the amount of the judgment is incorrect, and proof thereof is demanded at the time of hearing. 32. Denied as stated. It is admitted that Magnolia Portfolio has not yet responded to the discovery served in this case which includes requests for payment histories. It is specifically denied that Orrstown Bank or Magnolia Portfolio withheld information to which Defendants were entitled under the loan documents. 33. Denied as stated. It is admitted that Magnolia Portfolio has not yet responded to the discovery served in this case which includes requests for certain information regarding the loan obligations. It is specifically denied that Orrstown Bank or Magnolia Portfolio withheld information to which Defendants were entitled under the loan documents. 34. The allegations of Paragraph 34 are conclusions of law to which no response is required. To the extent a response is deemed appropriate the same are specifically denied. 35. WHEREFORE Plaintiff Magnolia Portfolio respectfully requests that this Court deny the Petition to Open or Strike Confessed Judgment and Motion to Stay Execution on behalf of Defendants and uphold the Confessed Judgment entered in favor of Magnolia Portfolio. MOTION TO STAY EXECUTION 36. Magnolia Portfolio incorporates herein by reference its responses to Paragraphs 1 through 35 above. 37. Admitted. 38. Admitted. 39. Denied as stated. It is admitted that if the Court grants Defendants' Petition to Open or Strike, the judgment may be opened or stricken. It is specifically denied that Defendants have established any basis upon which to open or strike the judgment. 40. The allegations of Paragraph 40 concern Rule 3121 of the Pennsylvania Rules of Civil Procedure, a writing that speaks for itself. 41. Denied. It is specifically denied that Defendants have a valid basis to challenge the judgment entered against them in this case, as Magnolia Portfolio properly confessed judgment for the outstanding amounts owed under the loan obligations following assignment thereof by Orrstown Bank. 42. The allegations of Paragraph 42 are conclusions of law to which no response is required. To the extent a response is deemed appropriate the same are specifically denied. WHEREFORE Plaintiff Magnolia Portfolio respectfully requests that this Court deny the Petition to Open or Strike Confessed Judgment and Motion to Stay Execution on behalf of Defendants and uphold the Confessed Judgment entered in favor of Magnolia Portfolio. By: Respectfully submitted, RHOADS & SINON LLP Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie, Esquire Attorney I.D. No. 208116 ksalle(a)rhoads-sinon.com One South Market Square P. 0. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC CERTIFICATE OF SERVICE I hereby certify that on this 4L.day of November, 2014 a true and correct copy of the foregoing document was served by means of United States mail, first class, postage prepaid, upon the following: Heather Z. Kelly, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-5950 Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 Kate Deringer Sallie, Esquire Attorney I.D. No. 208116 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, Plaintiff v. G & C ASSOCIATES and JULIE A. CASSIDY, Defendants And MAGNOLIA PORTFOLIO, LLC, Plaintiff v. CARILLO, LLC and JEFFREY A. GOSS, Defendants And MAGNOLIA PORTFOLIO, LLC, Plaintiff v. MT. HOLLY BEVERAGE, L.L.C. and JULIE A. CASSIDY, Defendants And 971013.1 r!L F 0-OFF11.7 11E. P 0 1 N Tr, ral t4T1 1 9 PM 3: 0 1 CUMBERLAND COUNTY PENNSYLVANIA COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION — LAW CASE NO. 14-5003 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION — LAW CASE NO. 14-5007 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION — LAW CASE NO. 14-5010 [Caption Continues Onto Next Page] MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION — LAW PINEXPRESS, LLC and JEFFREY A. GOSS, Defendants A nd CASE NO. 14-5014 MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION — LAW G&C ASSOCIATES and JULIE A. CASSIDY, Defendants And MAGNOLIA PORTFOLIO, LLC, Plaintiff CASE NO. 14-5016 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION — LAW G&C ASSOCIATES and JULIE A. CASSIDY, Defendants And CASE NO. 14-5017 MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION — LAW G&C ASSOCIATES and JULIE A. CASSIDY, Defendants And CASE NO. 14-5018 [Caption Continues Onto Next Page] MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION — LAW CARILLO, LLC and JEFFREY A. GOSS, Defendants CASE NO. 14-5019 UNCONTESTED MOTION TO CONSOLIDATE, ISSUE DISCOVERY SCHEDULE & SCHEDULE A HEARING NOW COMES, Plaintiff Magnolia Portfolio, LLC, by and through its counsel, Rhoads & Sinon LLP, and files the within Uncontested Motion to Consolidate, Issue Discovery Schedule & Schedule a Hearing pursuant to Rule 213 of the Pennsylvania Rules of Civil Procedure, and in support thereof, avers the following: Motion to Consolidate 1 The instant motion seeks to have the above -captioned eight actions consolidated pursuant to Rule 213 of the Pennsylvania Rules of Civil Procedure. Pa. R. Civ. P. 213. 2. Each of these actions was initiated by filing a Complaint in Confession of Judgment relating to underlying loan transactions between the parties. 3. Specifically, Complaints in Confession of Judgment were filed on behalf of Magnolia Portfolio with respect to eight loan transactions on August 26, 2014. 4. On October 8, 2014, Petitions to Open or Strike Confessed Judgments and Motions to Stay Execution were filed on behalf of the Defendants in Docket Nos. 14-5003, 14-5010, 14- 5016, 14-5017 and 14-5018. 5. These actions were assigned to The Honorable Albert H. Masland, and in each of these actions, Judge Masland issued an Order issuing a Rule to Show Cause. Those Orders specified respondent had 20 days to answer the Petitions, directed discovery to be completed within 60 days and scheduled argument for December 22, 2014 at 11:00 a.m. in Courtroom 1. (Copies of Judge Masland's Orders are attached hereto as Exhibit "A" and incorporated herein by reference). 6. On October 9, 2014, Petitions to Open or Strike Confessed Judgments and Motions to Stay Execution were filed on behalf of the Defendants in Docket Nos. 14-5007, 14-5014, and 14- 5019. 7. These actions were assigned to The Honorable Thomas A. Placey, and in each of these actions Judge Placey issued an Order dated October 21, 2014 issuing a Rule to Show Cause. These Orders specified that the Rule was returnable within twenty (20) days from the date of service. (Copies of Judge Placey's Orders are attached hereto as Exhibit "B" and incorporated herein by reference). 8 Plaintiff filed Answers to the Rules to Show Cause in each of the eight proceedings. 9. Plaintiff submits that each of the above -captioned cases arise from related transactions or occurrences and involve common questions of law and fact and, as a result, the Parties agree that they should be consolidated for discovery, pretrial proceedings and, if necessary, trial. 10. Specifically, these actions each involve commercial loan transactions originally entered into between Orrstown Bank and the Defendants. The loans were purchased from Orrstown Bank by Plaintiff Magnolia Portfolio, LLC. In the Petitions to Open or Strike Confessed Judgments filed on behalf of Defendants, Defendants raise a defense challenging the validity of the assignments, an identical defense which Plaintiff submits will involve the same necessary resolution of facts and law. 11. Rule 213 of the Pennsylvania Rules of Civil Procedure permits a court to consolidate actions pending in the same county that involve common questions of law or fact or which arise from the same transactions or occurrence. Rule 213 states: In actions pending in a county which involve a common question of law or fact or which arise from the same transaction or occurrence, the court on its own motion or on the motion of any party may order a joint hearing or trial of any matter in issue in the actions, may order the actions consolidated, and may make orders to avoid unnecessary cost and delay. Pa. R. Civ. P. 213(a). 12. Consolidation is a procedural device used in order "to avoid multiplicity of hearings, the loss of time of participants and the possibility of unjust differences in results . . Consolidation fosters the orderly and speedy disposition of disputes . . . ." Children's Hosp. of Phila. v. Am. Arbitration Ass'n, 331 A.2d 848, 850 (Pa. Super. Ct. 1974) (citing Van Campen Corp. v. Bldg. & Constr. Trades, 195 A.2d 134 (Pa. Super. Ct. 1963)). 13. Pennsylvania case law interpreting Rule 213(a) has established three elements that are required in order to consolidate multiple suits: (1) the presence of the same transaction or occurrence, (2) the presence of the same issues, and (3) one party is not at an advantage or disadvantage to another due to the consolidation. Azinger v. Pa. R.R. Co., 105 A. 87, 88 (Pa. 1918) (citations omitted); cited in Hill v. Hill, 619 A.2d 1086, 1087 (Pa. Super. Ct. 1993). 14. Here, on the face of the Complaints, as well as the Petitions to Open or Strike filed on behalf of the Defendants, it is obvious that the actions arise from the same transactions or occurrences, that is the commercial loan obligations between Orrstown Bank and the Defendants, and that the defenses raised by Defendants in the Petitions to Open or Strike involve similar questions of law and fact. 15. As the actions arise from the same transaction or occurrence, the Parties anticipate conducting discovery that would jointly cover both the actions. Consolidating the cases would streamline the discovery process. 16. No party will be advantaged or disadvantaged as compared to one another as a result of consolidation. To the contrary, consolidation is in every party's, and the Court's, best interest. 17. Having a single hearing on the Petitions to Open or Strike moreover, will save the time and money incurred from litigating multiple cases, not only for all relevant parties, but also for the Court. Motion to Issue Discovery Schedule & Schedule Hearing 18. In the Orders in Docket Nos. 14-5003, 14-5010, 14-5016, 14-5017 and 14-5018, Judge Masland directed the parties to conduct discovery within 60 days and scheduled oral argument for December 22, 2014. 19. Judge Placey did not, in the Orders issued in Docket Nos. 14-5007, 14-5014, and 14- 5019, issue a discovery schedule or schedule hearing or argument. 20. The parties agree that discovery will be necessary in order to resolve the Petitions to Open or Strike. 21. The parties further agree that, instead of oral argument, a hearing enabling the parties to present evidence, as well as legal argument, will be necessary to resolve the Petitions to Open or Strike. 22. As a result, the parties also respectfully request that this Court issue an Order cancelling the December 22, 2014 oral argument, granting the parties 90 days to conduct discovery and schedule a hearing before the Court. 23. Counsel for the Defendants, Heather Kelly, Esquire, has reviewed this Motion and consents to the relief requested. WHEREFORE Plaintiff respectfully requests that this Honorable Court grant the within Motion and consolidate the above -captioned actions, cancel the oral argument scheduled for December 22, 2014, grant the parties 90 days in which to conduct discovery and schedule a hearing as soon thereafter as available with the Court. Respectfully submitted, RHOADS & SINON LLP By: Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.00111 Kate Deringer Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon.com P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC EXHIBIT A MAGNOLIA PORTFOLIO, LLC, Plaintiff : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY. : PENNSYLVANIA VS. : NO. 14-5003 Civil Action G & C ASSOCIATES CONFESSION OF JUDGMENT and --"" JULIE A. CASSIDY -3 rr.: Defendant c.ni • r-• <c) ORDER GRANTING RULE TO SHOW CAUSE AND STAY OF EXECUTION AND NOW, this 15 day of WbbPr , c9bfil , upon consideration of the foregoing petition, it is hereby ordered that (1) a rule is issued upon the respondent to show cause why the petitioner is not entitled to the relief requested; (2) the respondent shall file an answer to the petition within O days of this date; (3) the petition shall be decided under Pa.R.C.P. No, 206.7; (4) depositions and other discovery shall be completed within toO days of this date; (5) argument shall be held on bea cle2a0/4 jj:CO amin Courtroom 1 of the Cumberland County Courthouse; (6) execution on the judgment entered in the action is STAYED pending disposition of the Petition to Open or Strike; and (7) notice of the entry of this order shall be provided to all parties by the petitioner; BY TI -IE COURT: Albert 14. Masland J. Notice of the entry of order to be sent to: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 Heather Z. Kelly, Esquire METTE, EVANS ez.._ WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 745162v1 MAGNOLIA PORTFOLIO, LLC, Plaintiff VS. MT. HOLLY BEVERAGE. L.L.C. and JULIE A. CASSIDY Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 14-5010 Civil Action : CONFESSION OF JUDGMENT ORDER GRANTING RULE TO SHOW CAUSE AND STAY OF EXECUTION rn CD --t crl AND NOW, this 15 day of ‘)abbpr upon consideration of the foregoing petition, it is hereby ordered that (1) a rule is issued upon the respondent to show cause why the petitioner is not entitled to the relief requested; (2) the respondent shall file an answer to the petition within I days of this date; (3) the petition shall be decided under Pa.R,C.P. No. 206.7; (4) depositions and other discovery shall be completed within days of this date; (5) argument shall be held on 1) 0014 in Courtroom 1 of the Cumberland County Courthouse; (6) execution on the judgment entered in the action is STAYED pending disposition of the Petition to Open or Strike; and (7) notice of the entry of this order shall be provided to all parties by the petitioner; BY THE COURT: Is) Albert 14. Maslanci J. Notice of the entry of order to be sent to: Stephanie E. DiVittore; Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 Heather Z. Kelly, Esquire METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 745177v1 MAGNOLIA PORTFOLIO, LL.C, • Plaintiff VS. G & C ASSOCIATES and JULIE A. CASSIDY Defendant : IN THE COURT OF COMMON PLEAS OF : CUIYMERIAND COUNTY. : PENNSYLVANIA : NO. 14-5016 Civil Action : CONFESSION OF JUDGMENT ORDER GRANTING RULE TO SHOW CAUSE AND STAY OF EXECUTION AND NOW, this 154 day of Odtbe,rSDE . upon consideration of the foregoing petition, it is hereby ordered that (1) a rule is issued upon the respondent to show cause why the petitioner is not entitled to the relief requested; (2) the respondent shall file an answer to the petition within aQ days of this date; (3) the petition shall be decided under Pa.R.C.P. No. 206.7; (4) depositions and other discovery shall be completed within (p( days of this date; (5) argument shall be held on �p� dOI4 , jj:(y) am in Courtroom 1 of the Cumberland County Courthouse; (6) execution on the judgment entered in the action is STAYED pending disposition of the Petition to Open or Strike; and (7) notice of the entry of this order shall be provided to all parties by the petitioner; BY THE COURT: Is! Afber+ f{. IIla3lanci J. Notice of the entry of order to be sent to: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 Heather Z. Kelly, Esquire METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 745185v1 MAGNOLIA PORTFOLIO, LLC. Plaintiff VS. C ASSOCIATES and JULIE A. CASSIDY Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 14-5017 Civil Action : CONFESSION OF JUDGMENT ORDER GRANTING RULE TO SHOW CAUSE AND STAY OF EXECUTION AND NOW, this 15day ofDL4rber c:90 , upon consideration of the foregoing petition, it is hereby ordered that (1) a rule is issued upon the respondent to show cause why the petitioner is not entitled to the relief requested; (2) the respondent shall file an answer to the petition within 020 days of this date; (3) the petition shall be decided under Pa.R.C.P. No. 206.7; (4) (5) depositions and other discovery shall be completed within top days of this date; argument shall be held on bea 4G1 awl - a in Courtroom of the Cumberland County Courthouse; (6) execution on thejudgment entered in the action is STAYED pending disposition of the Petition to Open or Strike; and (7) notice of the entry of this order shall be provided to all parties by the petitioner; BY THE COURT: / Albert N. Mind J. Notice of the entry of order to be sent to: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 Heather Z. Kelly, Esquire METTE. EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 7451450 MAGNOLIA PORTFOLIO, LLC, Plaintiff VS. G & C ASSOCIATES and JULIE A. CASSIDY Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA : NO. 14-5018 Civil Action : CONFESSION OF JUDGMENT ORDER GRANTING RULE TO SHOW CAUSE AND STAY OF EXECUTION AND NOW, this 15 day of betQ 3er , adjLJ ; upon consideration of the foregoing petition, it is hereby ordered that (1) a rule is issued upon the respondent to show cause why the petitioner is not entitled to the relief requested; (2) the respondent shall file an answer to the petition within ab days of this date; (3) the petition shall be decided under Pa.R.C.P. No. 206.7; (4) depositions and other discovery shall be completed within /op days of this date; (5) argument shall be held on TheC ga, api4 . J(:ppaa► in Courtroom 1 of the Cumberland County Courthouse; (6) execution on the judgment entered in the action is STAYED pending disposition of the Petition to Open or Strike; and (7) notice of the entry of this order shall be provided to all parties by the petitioner; BY THE COURT: 151 AI6er+ H. Hid J. Notice of the entry of order to be sent to: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 Heather Z. Kelly, Esquire METTE, EVANS &-WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 745204v1 EXHIBIT B MAGNOLIA PORTFOLIO INC. Plaintiff v. CARILLO, LLC, and JEFFREY A GOSS Defendants Count? of Cumbertanb IN THE COURT OF COMMON PLEAS OF THE NINTH JUDICIAL DISTRICT 14-5007 CIVIL ACTION IN RE: PETITION TO OPEN OR STRIKE CONFESSED JUDGMENT AND STAY EXECUTION ORDER OF COURT AND NOW, this 21st day of October 2014, upon consideration of Defendants' Petition to Open or Strike Confessed Judgment and Stay Execution, a RULE is issued upon Plaintiff to show cause the requested relief should not be granted. DEFENDANTS shall effectuate service of this Order of Court upon Plaintiff and shall file proof of service. Response by Plaintiff shall contain a proposed order. RULE RETURNABLE twenty (20) days from the date of service. Thomas A. Placey Distribution List: Stephanie E. DiVittore, Esq. Kathryn D. Sallie, Esq. Heather Z. Kelly, Esq. C.P.J. c -03 z1 o .--i (J)r- (J) N -<Z N r- >- -12* -a cn c, MAGNOLIA PORTFOLIO INC. Plaintiff v. PINEXPRESS, LLC, and JEFFREY A GOSS Defendants nizt Countp of Cunrberlanb IN THE COURT OF COMMON PLEAS OF THE NINTH JUDICIAL DISTRICT 14-5014 CIVIL ACTION IN RE: PETITION TO OPEN OR STRIKE CONFESSED JUDGMENT AND STAY EXECUTION ORDER OF COURT AND NOW, this 21st day of October 2014, upon consideration of Defendants' Petition to Open or Strike Confessed Judgment and Stay Execution, a RULE is issued upon Plaintiff to show cause the requested relief should not be granted. DEFENDANTS shall effectuate service of this Order of Court upon Plaintiff and shall file proof of service. Response by Plaintiff shall contain a proposed order. RULE RETURNABLE twenty (20) days from the date of service. BY THE COURT, Distribution List: Stephanie E. DiVittore, Esq. Kathryn D. Sallie, Esq. Heather Z. Kelly, Esq. Thom- . . Placey C.P.J. c -3 3 in D3' x,m C1= D c) xo 5.c OL - -n -4 o, H -17 c -^ CD MAGNOLIA PORTFOLIO INC. Plaintiff v. CARILLO, LLC, and JEFFREY A GOSS Defendants Couttp of €umbertanb IN THE COURT OF COMMON PLEAS OF THE NINTH JUDICIAL DISTRICT 14-5019 "CIVIL ACTION IN RE: PETITION TO OPEN OR STRIKE CONFESSED JUDGMENT AND STAY EXECUTION ORDER OF COURT AND NOW, this 21st day of October 2014, upon consideration of Defendants' Petition to Open or Strike Confessed Judgment and Stay Execution, a RULE is issued upon Plaintiff to show cause the requested relief should not be granted. DEFENDANTS shall effectuate service of this Order of Court upon Plaintiff and shall file proof of service. Response by Plaintiff shall contain a proposed order. RULE RETURNABLE twenty (20) days from the date of service. Distribution List: Stephanie E. DiVittore, Esq. Kathryn D. Sallie, Esq. BY THE COURT, Thomas A'Placey C.P.J. � "-, w - rri Q .'L -7. �m O M , X -� L r --- cm D o rte-= tV <Q ==, z_Q�' z' Dd -4 Cfl -G CD CERTIFICATE OF SERVICE I hereby certify that on this \day of November, 2014 a true and correct copy of the foregoing document was served by means of United States mail, first class, postage prepaid, upon the following: Heather Z. Kelly, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-5950 Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. 0. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 — Telephone (717) 236-1816 — Facsimile hzkelly@mette.com Attorneys for Defendants MAGNOLIA PORTFOLIO, LLC, Plaintiff V. G & C ASSOCIATES and JULIE A. CASSIDY, Defendants „ 1-;„ " 61071 : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 14-5017 CERTIFICATE PREREQUISITE TO SERVICE OF SUBPOENA PURSUANT TO PA.R.C.P. 4009.2 As a prerequisite to service of a subpoena for documents and things pursuant to Rule 4009.22, Defendants, certify that: (1) a Notice of Intent to serve a subpoena with a copy of the subpoena attached thereto was mailed to each party; (2) a copy of the Notice of Intent, including the proposed subpoena, is attached to this Certificate; (3) no objection has been filed and the twenty day requisite period has expired; and (4) the subpoena which will be served is identical to the subpoena which is attached to the Notice of Intent to serve subpoena directed to Records Custodian, Orrstown Bank. By: Date: November 19, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE /e Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Defendants Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 — Telephone (717) 236-1816 — Facsimile hzkelly@mette.com Attorneys for Defendants MAGNOLIA PORTFOLIO, LLC, Plaintiff V. G & C ASSOCIATES and JULIE A. CASSIDY, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 14-5017 NOTICE OF INTENT TO SERVE SUBPOENA TO PRODUCE DOCUMENTS AND THINGS FOR DISCOVERY PURSUANT TO PA. R.C.P. 4009.22 Defendants, G & C Associates and Julie A. Cassidy, intend to serve'a subpoena upon Orrstown Bank for the purpose of obtaining loan documentation. The subpoena is identical to the one that is attached to this notice. You have twenty (20) days from the date listed below in which to file of record and serve upon the undersigned objections to the subpoena. If no objection is made, the subpoena may be served. By: Date: io/° / 14 - Respectfully submitted, METTE, EVANS & WOODSIDE Heather Z. Kell ";e squire Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Defendants MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 14-5017 G & C ASSOCIATES and JULIE A. CASSIDY, Defendants SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Records Custodian, Orrstown Bank, 22 S. Hanover Street, Carlisle, PA 17013 (Name of Person or Entity) Within twenty (20) days after service of this Subpoena, you are ordered by the Court to produce the following documents or things: Your entire loan file relating to Loan No. 714819020 ("Loan") dated November 15, 2007 in the original principal amount of $125,000 between G & C Associates and Orrstown Bank and guaranteed by Julie Cassidy, including but not limited to: 1) any and all correspondence that refer, relate or pertain to the referenced Loan including any commitment letter; 2) a detailed payment history including dates payments were made and how payments were applied; and 3) a complete copy of the Loan Purchase Agreement between Orrstown Bank and Magnolia Portfolio, LLC relating to the referenced Loan. at Mette, Evans & Woodside, P.O. Box 5950, Harrisburg, PA 17110-0950 (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the Certificate of Compliance, to the party making this request at the address listed above. You have the right to seek, in advance, the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena, within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: Name: Heather Z. Kelly, Esquire Address: Mette, Evans & Woodside 3401 North Front Street, P. O. Box 5950, Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Supreme Court ID# 86291 ATTORNEY FOR: Defendants DATE: Seal of the Court 748140v1 BY THE COURT: Prothonotary Return of Service: On the day of , 2014, I, , served with the foregoing subpoena by: (Name of Person Served) (Describe method of service) I verify that the statements in this return of service are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S.A. § 4904 relating to unsworn falsification to authorities. Date: (Signature) CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) via electronic mail addressed as follows, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire RHOADS & SINON, LLP One South Market Square, 12th Flr. P.O. Box 1146 Harrisburg, PA 17108-1146 METTE, EVANS & WOODSIDE HEATHER LLY, LSQUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendants Date: 441 4_ 748149v1 b,/ 3)14- 748149v1 CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document to the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, addressed as follows: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire RHOADS & SINON, LLP One South Market Square, 12th Flr. P.O. Box 1146 Harrisburg, PA 17108-1146 By: Date: November 19, 2014 753172v1 Respectfully submitted, METTE, EVANS & WOODSIDE edayHeather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Defendants MAGNOLIA PORTFOLIO LLC, Plaintiff v. CARILLO, LLC, and JEFFREY A GOSS, Defendants 1 L. :_'i THE PRO HON 219 NOV 26 AM 9 CUC°1BERLAN PE &ouatp of €umber1t nb IN THE COURT OF COMMON PLEAS OF THE NINTH JUDICIAL DISTRICT 14-5019 CIVIL ACTION IN RE: UNCONTESTED MOTION TO CONSOLIDATE, ISSUE DISCOVERY SCHEDULE & SCHEDULE A HEARING ORDER OF COURT AND NOW, this 24th day of November 2014, upon consideration of Plaintiff's Uncontested Motion to Consolidate, Issue Discovery Schedule & Schedule a Hearing, the Motion is GRANTED. It is hereby ORDERED that the parties have 90 days from the date of this Order to conduct discovery on the issues raised in Defendants' Petitions to Open or Strike. The oral argument previously scheduled for 22 December 2014 is hereby RESCHEDULED to 7 March 2015 at 11:00 a.m. in Courtroom Number Six (6) of the Cumberland County Courthouse. Furthermore, it is ORDERED that the above -captioned actions are hereby consolidated to the Docket 14-5003 CIVIL ACTION with Plaintiff described as and MAGNOLIA PORTFOLIO LLC, and Defendants described as CARILLO, LLC, G&C ASSOCIATES, MT. HOLLY BEVERAGE, LLC, PINEXPRESS, LLC, JULIE A. CASSIDY, and JEFFREY A GOSS. Distribution List: Stephanie E. DiVittore, Esq. i Heather Z. Kelly, Esq. eop.;t„, fig BY THE Thomas 4/. Macey C.P.J.