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Supreme Connsylvania Cour Cosmo leas For Prothonotary Use Only: G1 t Cu` r n County Docket No: 4tp The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service ofpleadings or other papers as required by law or rules of court. Commencement of Action: El Complaint ® Writ of Summons 13Petition S 13Transfer from Another Jurisdiction n Declaration of Taking E c Lead Plaintiffs Name: Lead Defendant's Name: T Magnolia Portfolio, LLC P. John Sopensky Dollar Amount Requested: Dwithin arbitration limits Are money damages requested? IM Yes 0 No (check one) IM outside arbitration limits 0 N Is this a Class Action Suit? [3 Yes 0 No Is this an MDJAppeal? 13 Yes El No A Name of Plaintiff/Appellant's Attorney: James D.Young, Esquire [3 Check here if you have no attorney(are a Self-Represented [Pro Sel Litigant) Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim,check the one that you consider most important, TORT(do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS 01mentional [3Buyer Plaintiff Administrative Agencies [3Malicious Prosecution 0 Debt Collection:Credit Card OBoard of Assessment El Motor Vehicle [3Debt Collection:Other [3Board of Elections [3Nuisance [3Dept.of Transportation [3Premises Liability n- Statutory Appeal:Other S [3Product Liability(does not include El Employment Dispute: mass tort) E 13 Slander/Libel/Defamation Discrimination C E3 Other: [3 Employment Dispute:Other 13 Zoning Board T 0 Other: Other: Q MASS TORT Q Asbestos N n Tobacco [3 Toxic Tort-DES Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS Toxic Waste n Ejectment ® Common Law/Statutory Arbitration B Other; 0 Eminent Domain/Condemnation C3 Declaratory Judgment 0 Ground Rent Mandamus [3 Landlord/Tenant Dispute Non-Domestic Relations n Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY El Mortgage Foreclosure:Commercial Quo Warranto 13 Dental 0 Partition Replevin 0 Legal n Quiet Title 0 Other: [3 Medical Other: 0 Other Professional: Updated-11112011 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA MAGNOLIA PORTFOLIO, LLC, CIVIL DIVISION a Delaware limited liability company, assignee of Orrstown Bank, NO.. # Plaintiff, vs. TYPE OF PLEADING P. JOHN SOPENSKY a/k/a PAUL J. SOPENSKY, CIVIL ACTION - COMPLAINT IN MORTGAGE FORECLOSURE Defendant. FILED ON BEHALF OF: Magnolia Portfolio, LLC, a Delaware limited liability company, assignee of Orrstown Bank, Plaintiff TO: DEFENDANT(s) COUNSEL OF RECORD FOR THIS YOU ARE HEREBY NOTIFIED TO PLEAD TO THE PARTY: ENCLOSED COMPLAINT WITHIN TWENTY(20)DAYS FROM SERVICE HEREOF ORA DEFAULT JUDGMENT Scott A. Dietterick, Esquire MAY BE ENTERED AGAINST YOU. Pa.I.D.#55650 James D.Young,Esquire Pa. I.D.#53904 TT&EY FOR PLAINVF I HEREBY CERTIFY THAT THE ADDRESS —s} OF THE PLAINTIFF IS: JSDC LAW OFFICES 4675 MacArthur Court,Suite 1550 QJ rt - Newport Beach,CA 92660 rT1 Int I r— P.O. Box 650 r- i "'1r AND THE DEFENDANT(S): C!) Hershey,PA 17033 ' ' 30 E.Maplewood Veyue Y� r- K anicsburg,P 55 —�YT '�__�- C.D - GS ATT RNE FOR AINTIFF � (717) 533-3280 Y% C CERTIFICATE OF LOCATION I HEREBY CERTIFY THAT THE LOCATION OF THE REAL ESTATE AFFECTED BY THIS LIEN IS ,44-16"-11,422 Trindle Ro k/ 779/1773 W.Trindle Road,Carlisle,PA 17013 ATT RNE FOR PLAINTIFF S n51 C 77 ,� 3106 Z/ IF THIS IS THE FIRST NOTICE THAT YOU HAVE RECEIVED FROM THIS OFFICE,BE ADVISED THAT: PURSUANT TO THE FAIR DEBT COLLECTION PRACTICES ACT, 15 U.S.C. §1692 ET SEQ. (1977), DEFENDANT(S)MAY DISPUTE THE VALIDITY OF THE DEBT OR ANY PORTION THEREOF, IF DEFENDANT(S)DO SO IN WRITING WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS PLEADING, COUNSEL FOR PLAINTIFF WILL OBTAIN AND PROVIDE DEFENDANT(S) WITH WRITTEN VERIFICATION THEREOF; OTHERWISE, THE DEBT WILL BE ASSUMED TO BE VALID. LIKEWISE, IF REQUESTED WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS PLEADING, COUNSEL FOR PLAINTIFF WILL SEND DEFENDANT(S) THE NAME AND ADDRESS OF THE ORIGINAL CREDITOR, IF DIFFERENT FROM ABOVE. THE LAW DOES NOT REQUIRE US TO WAIT UNTIL THE END OF THE THIRTY (30) DAY PERIOD FOLLOWING FIRST CONTACT WITH YOU BEFORE SUING YOU TO COLLECT THIS DEBT. EVEN THOUGH THE LAW PROVIDES THAT YOUR ANSWER TO THIS COMPLAINT IS TO BE FILED IN THIS ACTION WITHIN TWENTY (20)DAYS, YOU MAY OBTAIN AN EXTENSION OF THAT TIME. FURTHERMORE,NO REQUEST WILL BE MADE TO THE COURT FOR A JUDGMENT UNTIL THE EXPIRATION OF THIRTY (30) DAYS AFTER YOU HAVE RECEIVED THIS COMPLAINT. HOWEVER, IF YOU REQUEST PROOF OF THE DEBT OR THE NAME AND ADDRESS OF THE ORIGINAL CREDITOR WITHIN THE THIRTY (30) DAY PERIOD THAT BEGINS UPON YOUR RECEIPT OF THIS COMPLAINT, THE LAW REQUIRES US TO CEASE OUR EFFORTS (THROUGH LITIGATION OR OTHERWISE) TO COLLECT THE DEBT UNTIL WE MAIL THE REQUESTED INFORMATION TO YOU. YOU SHOULD CONSULT AN ATTORNEY FOR ADVICE CONCERNING YOUR RIGHTS AND OBLIGATIONS IN THIS SUIT. IF YOU HAVE FILED BANKRUPTCY AND RECEIVED A DISCHARGE, THIS IS NOT AN ATTEMPT TO COLLECT A DEBT. IT IS AN ACTION TO ENFORCE A LIEN ON REAL ESTATE. MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS limited liability company, assignee of : CUMBERLAND COUNTY, Orrstown Bank, : PENNSYLVANIA Plaintiff, V. NO. P. JOHN SOPENSKY a/k/a PAUL J. SOPENSKY, Defendant. CIVIL ACTION - LAW NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claim set forth in the following pages, you must take action within twenty(20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFOMRATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. NOTICE TO DEFEND &LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle,PA 17013 Phone(717)249-3166 (800)990-9108 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS limited liability company, assignee of : CUMBERLAND COUNTY, Orrstown Bank, : PENNSYLVANIA Plaintiff, V. NO. P. JOHN SOPENSKY a/k/a PAUL J. SOPENSKY, Defendant. CIVIL ACTION - LAW AVISO USTED HA SIDO DEMONDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro do los proximos veinte(20) dias despues de la notifacacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comperencencia escrita y redicanco en la Courte por escrito sus defensas de, y objecciones a, los demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero O propieded u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABAGADO IMMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME A VAYA A LA SIGUEINTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle,PA 17013 Phone (717) 249-3166 (800) 990-9108 n MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS limited liability company, assignee of : CUMBERLAND COUNTY, Orrstown Bank, : PENNSYLVANIA Plaintiff, V. NO. P. JOHN SOPENSKY a/k/a PAUL J. SOPENSKY, Defendant. CIVIL ACTION - LAW CIVIL ACTION—COMPLAINT IN MORTGAGE FORECLOSURE And now comes Magnolia Portfolio, LLC, a Delaware limited liability company, assignee of Orrstown Bank (hereinafter"Plaintiff, "Magnolia" and/or"Assignee"), by its attorneys, JSDC Law Offices, and files this Complaint in Mortgage Foreclosure as follows: 1. Magnolia Portfolio, LLC, assignee of Orrstown Bank is a Delaware limited liability company which has a principal place of business at 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660. 2. Defendant, P. John Sopensky a/k/a Paul J. Sopensky, is an adult individual with an address of 30 E. Maplewood Avenue, Mechanicsburg, Pennsylvania 17055. 3. On or about March 28, 2008, 831 Chestnut St, LLC, executed and delivered a certain Promissory Note ("Note") in favor of Orrstown Bank in the original principal amount of $798,792.00. A true and correct copy of said Note is marked Exhibit"A", attached hereto and made a part hereof. 3 4. On or about March 28, 2008, as security for payment of the aforesaid Note, Defendant made, executed and delivered to Orrstown Bank a Mortgage in the original amount of $798,792.00 on the premises hereinafter described,with said Mortgage being recorded in the Office of the Recorder of Deeds of Cumberland County on April 4, 2008, as Instrument Number 200810517. A true and correct copy of said Mortgage containing a description of the premises subject to the Mortgage is marked as Exhibit`B", attached hereto and made a part hereof. 5. On or about February 11, 2013, Orrstown Bank, for value received, granted, sold, assigned and conveyed and set over to Magnolia Portfolio, LLC, all of its rights, title and interest in the Mortgage executed by Defendant on March 28, 2008, with said Assignment of Mortgage ("Assignment")being recorded in the Office of Recorder of Deeds of Cumberland County on February 20, 2013, as Instrument No. 201305636. A true and correct copy of said Assignment is marked as Exhibit"C", attached hereto and made a part hereof. 6. Defendant is the record and real owner of the aforesaid mortgage premises. 7. Plaintiff was not required to send Defendant written Notice pursuant to 35 P.S. §1680.403(c) (Homeowner's Emergency Mortgage Assistance Act of 1983 —Act 91 of 1983), prior to commencement of this action for the reason that the aforesaid mortgaged premises is not the principal residence of Defendant. 8. Plaintiff was not required to send Defendant written Notice of Plaintiff's intention to foreclose said mortgage pursuant to 41 P.S. §403 (Act 6 of 1974) prior to the commencement of this action for the reason that said mortgage is not a"residential mortgage" as defined in 41 P.S. §101. 9. The amount due and owing Plaintiff by Defendant is as follows: Principal $ 675,164.83 Interest through 5/29/2014 $ 2,037.69 Default Interest $ 15,711.70 Other Fees $ 27,985.80 Late Charges $ 86.57 Attorney's Fees (Foreclosure) $ 1,650.00 Court, Sheriff&Title Costs $ 587.00 TOTAL $ 723,223.59 plus interest on the principal sum ($675,164.83) from May 30, 2014, at the rate of$159.41 per diem,plus additional charges, costs (including escrow advances), additional attorneys' fees and costs with foreclosure and sale of the mortgaged premises. WHEREFORE, Plaintiff as authorized by the Note and Mortgage, demands an in rem judgment in mortgage foreclosure against the Defendant in the amount of$723,223.59 with interest on the principal sum ($675,164.83) from May 30, 2014, at the rate of$159.41 per diem, plus additional charges, costs (including escrow advances), additional attorneys' fees and costs with foreclosure and sale of the mortgaged premises. JSDC LAW OFFI ES Date: qk BY: QXV Sco . Dietteri k, s uir PA I.D. # 55650 James D. Young, squire PA I.D. #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff THIS IS AN ATTEMPT TO COLLECT A DEBT AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. EXHIBIT "A" t. 3 • r� PROMISSORY NOTE lhvhszv x vS�Qt :` h'Gt `�i n _ �cz•._ e_ ...xbwm:x -.3.. •• . : x.r.__......_._... _ _ ._,';tir}.�i't».:a:�?:'Sf.:xH� � �•��v.r�:ms�s� •:.�.::.r :xO� � _xtt .. .. , References in the boxes above are for Lender's use only and do not Omit the applicability of this document to any particular ban or item. Any item above containing""*"has been omitted due to text length limitations. BorroWer: 831 Chestnut St,LLC(TIN: 26-0259712) Lender: ORRSTOWN BANK 5041A Lancaster Street SILVER SPRING OFFICE Harrisburg,PA 17111 77 EAST KING STREET P O BOX 250 SHIPPENSBURG,PA 17257 Principal Amount: $798,792.00 initial Rate: 5.250% Date of Note: March 28, 2008 Maturity Date: March 28,2028 PROMISE TO PAY. 831 Chestnut St, LLC("Borrower")promises to pay to ORRSTOWN BANK ('Lender'), or order, in lawful money of the United States of America, the principal amount of Seven Hundred Ninety-eight Thousand Seven Hundred Ninety two & 00/100 Dopers ($798,792.00),together with interest on the unpaid principal balance from March 28,2008,until paid in full. PAYMENT. Borrower will pay this ban 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 ban in accordance with the following payment schedule: 239 monthly principal and interest payments in the amount of$4,944.04;beginning April 28,.2008,with interest calculated on the unpaid principal balance at an interest rate based on the WALL STREET JOURNAL PRIME(currently 5.25%)plus 0.25%,but not to exceed 6.75% nor fab below 5.50% resulting in an initial interest rate of 5.50%; beginning March 28, 2013 with interest calculated on the unpaid principal balances at an interest rate based on the WALL STREET JOURNAL PRIME(currently 5.25%)plus 0.25%;and one principal and interest payment of$263,253.39 on March 28,2028. 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 rata of the annual interest rate over a year of 360 days,multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wali 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 charge 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 5.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate equal to the Index,resulting in an initial rate of 5.250%per annum. 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. 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 the (5) years, the Borrower shaft 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 earKer.than is due. Early payments will not,unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing,Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not unless agreed to by Lender in writing,relieve Borrower,of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET,P.O.BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. if a payment Is 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. 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("Evert of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defauka. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member,the insolvency of Borrower, PROMISSORY NOTE Loan No (Continued) Page 2 the appointment of a receiver for any part of Borrower's property,any assignment for the benefit of creditors,an or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower, y type of creditor workout, Creditor or Forfeiture Proceedings, Commencement of foreclosure or forfeitureProceedings, repossession or any other method, by any creditor of Borrower or by an whether by collateral proceeding, self-help, This includes a garnishment of any of Borrower's accounts, includingdeposit Y governmental agency against any collateral Eventer. However,this of securing loan. not apply If there is a good faith dispute by Borrower as to the validity orreasonableness of the tClaim witch 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. 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. Curs 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 oured if Borrower, after receivl Lender demanding cure of such default: (1) cures the default within fifteen(15 be da ng '"Witten notice from days, immediately initiates steps which Lender deems In Lender's sole discretion o or sufficient to Ours the default more defaulthand'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 end 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 Lender that amount. This includes,subject to any limits under applicable law,Lender's reasonable attomeys'fees and Leennder's legal gea pe pay whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts modify vacate any automatic stay or injunctiW,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 elther 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 preauthorized charge with which Borrower pays is later dishonored. the check or 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,o 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 March 28, 2008,to Lender on realr PA 17013"and located in Cumberland County,Commonwepaltghhoofy Pennsylvania as"Real Property located at 7416-1422 Trindle Rd, Carlisle, (B) an Assignment of All Rents o Lender on resl propertynnsldvanla. 17013"and located In Cumberland County,Commonwealth f Pe o� as "Real Property located at 14th 1422 Trindle Rd, Carlisle, PA (Cl a Mortgage dated March 28 2008 to Lender on res! r nnsylvanla. PA 17048"and located In City of Lebanon,Lebanon Coun y. described as *Real Property located at 831 Chestnut Street, Lebanon, tY,Commonwealth of Pennsylvania. (D) an Assignment of All Rents to Lender on real property described as "Real Property located at 831 Chestnut Street, Lebanon, PA 17046"and located in City of Lebanon,Lebanon County,Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance,all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION.The Borrower agrees to provde the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information,required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. if the Lender does not receive the required financial information within two hundred seventy(270)days of the Borrower's fiscal year end,the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior increasing the interest rate charged on this Note. to the Lender OVERDRAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking accounts) 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. us at the following address:ORRSTOWN BANK 77 EAST KIGTREET P.O.BOX 25 SHIPPnotice PENSBthe URG$pA1i 7257 curacy(ies)should be sent to GENERAL PROVISIONS. This Note Is payable on demand. The inclusion of Lender's right to declare payment of this Note on its demand. If i specific default provisions or rights of Lender shall not preclude Note. Lender may'delay or forgo enforcing any of its rights or remedies of this Note cannot be enforced,this fact will not affect the rest of the who signs, guarantees or endorses this Note, to the extent allowed by law w e Note without losing them. Borrower and any other person Upon any change in the terms of this Note, and unless otherwise ex presentment, demand for payment, and notice of dishonor. guarantor, accommodation maker or, endorser, shall be released from liability All vsuoh no Party who signs this Note, whether d maker, (repeatedly and for any length of time)this loan or release any party or guarantor or collateral, impair,fail tot realize may renew or extend upon or perfect Lender's 0 + y PROMISSORY MOTE Loan No: (Continued) Page 3 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 UN71L 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: 831 CH STNUT ST,LLC z;:�• �^" �y5t�5o;R�, Nk2:�,+.fnc:u�.!4i:9.'t�T:;f�?:9�R!rt,'LA'�'.V t,:¢L39Zta,,.e 1 F.JOh#Sopensky,Mdmber of U31 Chestnut St.LLC tASM M tmwk&vw.L3&4"N COP.iMnw fkmcw soled, re.faaa na MI IIIlRo llrwd. -rA atfi111CL1p�lbfa718 x0.1 DISC LO RE FOR CONFESSION OF ARGMENT ,�,.;�.,, �....•. ._<>�c..r,...:., cMrSs- �_+ .....:.... .. _ 'nua•..w.•.•:moi::, — ..an:: -�.v`ti — �„ _ --• ::.. _ :.,._:G�....#._h!�.;^:^;aec�ii:F: ;�:,.=Tama:�' ...—.—....:r, — ' _..`;• ., •g :._.:_::_:.:::_w y:._. _ ;iaa'a- ..:tea„—,:-:.:. References in the boxes above are for Lender's use only and do not limit the applicabirty of this document to any particilar loan or[tem. Any item above oontalnl has been omitted due to text Ilrnitations. D@t�M'Mlt: 831 Chestnut St.LLC(TIN: 26-0Z59712) Lender: ORRSTOWN BANK 6041A Lancaster Street SILVER SPRING OFFK Harrisburg,PA 17111 77 EAST.KING STREET P 0 BOX 260 SHIPPENSBURG,PA .17267 . DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF ��� , 2088, A PROMISSORY NOTE FOR 8798,792.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISSK)N 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,MTELLIGI NTLY,AND VOLUNTARILY WAMNG 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 A DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. THE UND K31NED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT 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 MAN NE I ED BY APPLICABLE STATE AND FEDERAL LAW.WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT: tNITIA 1. ,DECLARANT WAS REPRESENTED BY DECLARANTS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION M 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: 831 CHESTNUT ST,LL y �.`, • dam .S.Yi +VS .:itiv,:C•_.0� 9•ii �/if+'KJ ,� +`VJ-.4:1TM:C`+�•.i, rd' M .t O:• : t''. ..:t' }. � $. 17:Sean P.John ns y, er-of 831 Wostnut St,LLC LAtM"*Uo*l&V r.LWW=M C V4"Vbae RMMSotUm t. 107,Mft MF40f.awv.d. .M c101M]OUM 7Rtnls ml /05 Sc�t. ra A4,X,_��o°� 5 Parcel Identification Number: RECORDATION REQUESTED BY: ORRSTOWN BANK Saver SPRING OFFICE 77 EAST KING STREET P O BOX 280 SMPPENSBURG,PA' — 17287 -WHEN RECORDED MAIL TO: ORf1STOWN BANK 77 EAST KiNG STREET P.O.BOX 260 SNIPPENSBURG,PA 17267 -MORTGAGE Amount Secured Hereby: $798,792.00 THIS MORTGAGE dated March 28, 2008, Is made and executed between P.John Sopenaky, whose address is 30 E:Maplewood Avenue, Mechanktsburg,PA 17055(referred to below e8 'Grantor`) and ORRSTOWN BANK,whose address is 77 EAST KiNG STREET, P O BOX 250, SHIPPENSBURG,PA 17257(referred to below as-Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases,confirms and mortgages to tender all of Grantor's right,title,and interest In and to the following deacrbed real property,together with all existing or subsequently arsctad or affuaed buildings, improvements and Eno on i ed street, lents, alleys, passages, and wava; all easements, rights of way, ail liberties, privileges. tenanmru, all hereditemenfs,aril appurtenances dwotmto beion*g or arnywise made appurtenant hereafter,and the reveralons and remaditch d ra it re�or Preto;an water,water rights,watercourses and ditch rights(tnqurdlny stock in utilities with mg rights);and all other rights, royalties,and profits reiati to the real limitation all minerals,on,gas, tt and si iia matters,(the"Ream property n Cumluding without County,Commonwealth tach )Ioeatefl in Cumberland See attached The Real Property or its address is commonly known as 1416-1422 Trindie Rd,Carlisle, PA 17013. CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures an obligations,debts and ilabilities,plus interest thereon,of either Grantor or Borrower to lender,or any one or more of them,as wen as all claims by Lender against Borrower and Grantor or env 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 continpntC liquidated or uniquidated,whether Borrower or Grantor me be labia bWivbuaily or jointly with others,whether obligated as guaaumr,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of Gmitadons, 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 an Rents from the Property, in addition,Grantor grants to Lender a Uniform Commercial Code interest in the Personal Property and Rents. security THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENES AND THE SECURITY INTEREST err THE RENT'S AND AP NY A�ND ALL OBLIGATiONNAL PROPERTY'IS SUNDER TMS MORTGAGE THIS MORTGAGE OF THE GIVEESS N ANDD)ACCEPTED ON THE FOLLOwWG TERMS: GRANTOR%WAWMS. Grantor waives as right or defenses arising by reason of any•one action•or'antideficiency law, or any other law which may prevent Lender from bringing deficiencysry action ogairst Granter, inducting a claim for or comple to the extent Larder is otherwise entitled to a claim for deficiency.before or after Lender's commencement or completion of any fareetosure 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 BorroMortgage request and not at the request of Lender, ib)Grantor has the fun power,rght,and authority m enter Into this default and m hypothecate the Property; Ic)the proviaidms of this Mortgage do not conflict with,or result in a reany agreement or other ionstrument binding upon Grantor and do not result in a violation of any law, regulation,court decree or order applicable to Grantor; !dl Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (a) Larder has made no representation to Grantor about Borrower(including vAowm limitationthe credttworthiress of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage,Borrower and Grantor shell pay to Lender all Indebtedness secured by thts Mortgage as it becomes due,and Borrower and Grantor shall strictly perform all Borrower's and Grantor's oblgatidms under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's end Grantor's Possession and use of the Property shall be govemod by the following provisions: Possession and Use. Until the occurrence of an Event of Default.Grantor may (1) rennin 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 an repairs, replacement,and maimonance necessary to preserve its value. Cans Csnee With Environmental Laws. Grantor represents and warrants to Lender that: (l) During the period of MORTGAGE (Continued) Page 2 Grantor's ownership of the Property,there has been no use,generation,manufacture,storage, release or threatened release of any Hazardous Substance test,Property; (2) Grantor has no knowledge of,or reason to believe that there Asa beent about°r from tfta Property; acknowledged by Lender in writing, la) any breach er v(olat"h of any EnviromtenreP►e�PrevioLawusly disclosed) to� generation,manufacture,storage,treabrent disposal,release or threatened release of any Hazardous Substance on,under,about err from the Property by arty Prior owners or occupants of the Pr threatened litigation or claims of any kind by any person relating to such mattere; or Ic! anti actual or disclosed to and acuowledged by Lender in writing, ia) neither Grantor not srd (3) Except as previously authorized user of the Property shall use,generate,manufacture,store,treat tenant,contractor,agent z other Substance on,under,about or from the Property;and (b) t, spore of or release arty Hazardous all appile" federal, state. and local is", re �Y such activlfy Mall be coMuated In compliance with Emmanmental Laws. Grantor authorizes Lender �d IJ- and ordinances, irtckding without imitation all inspections and tests, at Grantor's agents to enter upon the Property m make such Properly with this section of the Me,as Lender may deem appropriate to determine compliance of the Purposes only end shell not be construed�& �inspections or tests made by Lander shag be for Lender's to any other to oases any respom�ity a liability on the part of Luer to Grantor or investigating� The representations and warranties contained herein are based on Grantor's due diligence in Progeny for Hazardous Substances. Grantor hereby (1) releases and waives any futua clalms against Lender for indemnity or contribution In the event Grantor becomes gable for cleanup or other coats under any such laws:and 12) agrees to WamnHy,defend,and hold hamYess{ender against any and an darter,losses, aliabilities,ch damages,section f and expenses which Lender may directly or indirectly sultan or suffer resuhing from e 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 ovmership or rntereat in the or not the same was or should have been known property,whether including the obligation to indemnify and defend,shell survive tine The provisions of this section of the Mortgage, and reconveyance of the gen of this Mon payment of the Indebtedness and the satisfaction the Property,whether by foreclosure or otherwiesed shag not be affected by Lender's acquisition of sty{merest In 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 imiting the generality of the foregoing.Grantor wig not remove,or grant to any other party the right to remove,env Umber,minerals(including of and gas),coal,day,scoria,soli,gravel or rock products without Lender's Prior written consent. Removal of Mprovementa. Grantor shall not demolish or remove without Lender's prior written consent. Asa any Improvements from the Real Frowsty condition to the removal of any Improvemente.Lender may require Grantor to make arrangements satisfactory equal value. to Lender to replace such Improvements with Improvements of at least Lender's Fight to Enter. Lender and Lender's agents and representatives may anter upon the Real Property at all reasonable times to attend to Lender's intefests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage Complierrce with 6010errrna10111 ReWiremams. Grantor shall promptly comply with all laws, ordinances, and regulations,now or hereafter in effect,of 811 governmental authorities applicable to the use or occupancy of the Property,including without limit tion,the Americana With Disabilities Act. Grantor may contest in good faith any such low,ordinance,or regulation and withhold compliance during any Proceeding,Including appropriate appeals, so long as Grantor has notified Lender M writing prior to doing so and so I interests in the Property are not Jeopardized. Lender me Grantor or as,In lender's sole opinion,Lender's bond,reasonably satisfactory to Lender,to protect Lender a interest. to post adequate security or a surety Duty to ProtscL Grantor agrees neither to abandon Of leave unattended the Property. Grantor shag do an other acts,In addition to those acts set forth above in this aeetion,which from the character arid 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 immediemty due and payable an sums tirosecured by this Mortgage upon the sale or transfer,without Lender's prior written consent of all of any pen of the Real �nte any interest the Real Property. A'sale or transfer'means the conveyance of Real Property or any righL al roPeny,whether legal,beneficial or equitable;whether voluntary outright sale,deed installment sale contract land Contr Of involuntary;whether by then three(3)years,lee act,contract for dead,fees Id Ymereal with a term greater se option contract or by sale,aasignmem,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 Pro Grantor I8 a corporation,partnership or limited liability party. H any than twenty five percent(2696)of the votingk, CO��• Interests also includes any change in ownership of more case may be,of such Granter. However. his opts n shalltPartnersh�bemaxercised limited liability company interests.as the federal law or by Pennsylvania Law. by Lender if such exercise Is prohibited by TAXES AND LIENS. The following provisions relating to the taxes and Sens on the Property are part of this Mortgage: Payment. Grantor shall pay when due Sad In an events prior to delingvency)all taxes,payroll taxes,spedal 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 fumished to the Property. Grantor shal maintain the Property free of any hens having Priority over or equal to the interest of Lender under this Mortgage, except for the Existing Indebtedness referred to In this Mortgage or hese liens specifically agreed to In writing by Lender, and except far 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,8118esarrent,or claim in connection with a good faith dispute over the obligation to pay,so long as Landers interest In the Property is rot is filed as a result of nonpayment,Grantor shalt within fifteen(16) ion arcs red. If a len arises or within fifteen(16)days after Grantor has notice of the fits Ithe disc rg loan wises a,if a.tien ld filed, Luer,deposit with Lender cash or a sufficient n9,secure the discharge of the lien or H requested by amount sufficient to discharge the lien CO�Orete surety bond or other security sell actary to Lender in an accrue as a result of a foreclosure or seise unclear the ren reasonable attorneys,fees,or other charges that could Shag satisfy any adverse ludg�nt before enforcement ago h�iat tie Proper Grantor shall defend itself and Lender and additional obligee under any suety bond furnished In the contest pracxedirngGrantor shall name Lender as an s. Evidence of Payme m. 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 statement of the taxes and assessments against the Property. any time a written Notice of Construction. Grantor shall notffY Lender at least fifteen(t 6)days before any work is commenced,any services are furnished,or any materiels are supplied to the other gen could be asserted on account of the work,senA��ma�a�mechanic's len on request of gen,er Grantor win upon request of Lender • i MORTGAGE (Continued) Page 3 furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements, PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such 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 Gens 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. App on makel�000foof loProceeds. If Grantor falls to do sop wyithin fifteeLender n(15) dayys of the casuloss or alty. Whete to the he or not rty. LLa�L s may 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 Gen 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 owing to Lender under this Mortgage,then to pay accrued interest, and the remainder,if any,shall be applied to the principal balance of the Indebtedness. if Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear. Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is In effect, compliance with the insurance provisions contained In the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Mortgage, to the extent compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. If any proceeds from the insurance become payable on loss,the provisions in this Mortgage for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. 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 tocomply with any obligation to maintain Existing Indebtedness in good standing as required below, or 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 (Al be payable on demand; (8) 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. 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 Gens and encumbrances other than those set forth in the Real Property description or In the Existing Indebtedness section below or In any title insurance policy,title report,of 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 wtlI 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 norninal 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. MORTGAGE (Continued) Page 4 No Modification. Grantor shalt not enter into any agreement with the colder of agreement which has priority over this Mortgage by which that onY m or other severity renewed without the prior written consent of Lender. Grantor shall nament Is modified, amerfded.exterMed, or under any such security agreement without the prior written ithar request nor accept any future advances CONDEMNATION. The fol, consent of Lender. following prwlslons relating to Condemnation proceedings are a part of this Mortgage: Gr�ento►s�ltalsi If any Proceeding n condemnation Is filed, Grantor shall promptly notify Lender in writing, and May be the Prompparty in tly take such steps as may be necessary to defend the action and obtain the award. Grantor n4w8 anted in the roceedi such�� ,but Lender shag be entitled to Participate in the proceeding and to be such , proceeding by counsel of its own Choke,and Grantor will deliver or cause to be delivered to instruments and documentation as may be requested by Lender from time to time to Permit such Lender such 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 ail atlas,costa,expenses,and attorneys' fees Incurred by Lender in connection with the condemnation. IAIPOSRION OF TAXES,(SES AND on. By GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: this Current Taxes,Fees and Charges. Upon request by Lender,GrsMor shall execute such documents in addition to Real M�age and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred In recording, Perfecting or continuing this Mortgage, Including documentary stamps,and other charges for recordin w�papt limitation all taxes, fees, Taxes. The following shat!constitute taxes to which thissection this mortgage. Mortgage or upon ail or any Pert of the Indebtedness secured to thisMortgage;im (t) a specific) ascific tax tax upon n Borroof wer which Borrower is authorized or required deduct i ndebtednesssecured by this type of Mortgage; (3) a tax on this type of Mortgage Chargeableagainst the at or the holder of the Note:and (4) a specific tax on all or any portion of the Indebtedness or on Dayments of principal and interest made by Borrower. Subsequent Taxes. If any tax to which this section apples Is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of ,this for an Event of Default as Defoult,and Larder may exercise any or e•of its available delinquent,or 12► contests the tax Provided below unless Grantor either (1) pays the tax before It becomes cash or a sufficient corporate _Provided above in the Taxes and Liens section and deposits with Lender SECURITY AGREEMENT:FINANCING STATEMENTS. The followingor other gfactory to Lender. agreement are a part of this Mortgage: Provisions relating to this Mortgage as a security curity c�or>8 iortesA ism and Lender. This instrument have all constitute the rights Security cured Agreement to the extent any of the Property as amended from time to titre. Party under the Uniform Commercial Code Security rity Interest. Upon Srequest by Lender.Grantor sholi take whatever action is requested by Lender to perfect in the res! r security interest in the Rents at any time Property. In addition to recording this Mortgage in property records,Lender m without further authorization from Grantor,file executed unterparts,copies or reproductions of this M for all expenses inured in perfecting °�ffa 9 statement. Grantor shall reimburse Lender saver or detach the Personal Pr or continuing thus as rity interest. Upon default,Grantor shall not remove, Property not affixed to the Property from the Property. Upon default, Grantor shag assemble any Personal oPerty In a manner and at a place reasonably Convanpant to Grantor and Lender and make it available to able law.Lender within three permitted by applicable (3) days after receipt of written demand from Lender to the extent Addresses. The mating addresses of Grantor (debtor) and Lender (secured party) from which information coneem)ng the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code)ae as stated on the first page of this Mortgage. FURTHER ASSURANCES:ADDITIONAL AUTHORIZATIONS. additional authorizations are a part of this Mortgage: The following provisions relating to further assurances and Further Assurances. At any time,and from time to time,URpon request of lender,Grantor will make,execute and or will cause to be made,executed or delivered,to Lender or to Lender's Lender,cause to be filed,recorded,rallied,or rerecorded,as the case da&Vkee,and when requested by WW places as Lender may deem appropriate,any and ori!such may be,at such times and in such offices agreements, financing statements. cominustion statements, Instruments deeds of trust severity deeds,security other documents as may.In the sole opinion of Lender,be necesse or desirable h of further assurance, certificates, and perfect continua,s,Presence (1) Borrower's and Grantor's obfigryatlons under the Notrto e this Mortgage, complete, Related Documents,and (2) the liens and security imarests created b Pro 9e,and the now owned or hereafter enquired by Gyre andxpensr. Unless es incurred hit w or oder agrees to the contra in wreathe, Grantor shag reimburse Lender for all Paragraph. connection with the matters referred to in this Additional Authorizations. If Grantor fails to do any of the things referred to in the Preceding Paragraph,Lender may do so for and bit the name of Grantor and at Grantor's expense. For such purposes Grantor hereby Irrevocably authorizes Lender to make,execute,delivey 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 pmagreph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL POIFORMANCE. IfBorrower tand Grantoror this all the Indebtedness when due,and Grantor otherwise parttime all the obligations Imposed satisfaction of time Mortgage and suitable statemenntts o termination rtgage, Lender hail execute and deliver to Grantor a suitable Lender's security interest in the Rents and the Personal Pro of any financing statement on file evidencing reasonable termination fee as determined by Lender from t to timo. P Grantor velli pair,ti permitted by applicable law,any EVENT$ OF DEFAULT. Each of the following, at Lender's option, shag 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. r s MORTGAGE (Continued) Page 5 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 Co9ateranzation. 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 Gen)at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Borrower's or Grantor's existence as a going business or he death of any member,the insolvency of Borrower or Grantor,the appointment of a receiver for any pan:of Borrower's or Grantor's property,any assignment for the benefit of creditors,any type of creditor workout, or he commencement of any proceeding under any bankruptcy or insolve against Borrower or Grantor. ncy Taws by or Creditor or Forfeiture Proceeding's. Commencement of foreclosure proceeding, self-help, repossession or an or forfeiture proceedings, whether by Judicial governmental agency against anyProperty y other method, by any creditor of Borrower or Grantor or by any Borrower's or Grantor's accounts,Icludindeposiitt accoung the ts, with Lender.h1Ho eversthis Event of Default shof all 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 he creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding;.in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such indebtedness,or a default occurs under the Instrument securing such indebtedness and is not cured during any applicable grace period in such instrument, or any suit or other action is commenced to foreclose any existing lien on the Property. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies.or becomes incompetent, or revokes or disputes the validity of, or liability under,any Guaranty of the Indebtedness. 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 (t 5)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: n Accelerate Indebtedness. Leder 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 he Rents, including amounts past due and unpaid, and a roceeds, over'and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender the y renet quire. 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 of Lender,then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name responsseor and to to Lender's negotiate and shallatisfy the obligations fors.which hens by tenants or other users to Lender in Proper grounds for the demand existed. Lender may exercise its rights unnderr this sents ubparagraph made, whether or not any by agent,or through a receiver, ubparagraph either in person, Appoint Receiver. Lender shall have the right to have a receiver appointed to take the Property,with.the power to protect and preserve the Property, to operate the PrpertyprPossession of preceding r any part of Property preceding foreclosure or MORTGAGE (Continued) page 6 NuOudkdaf Seta. If permitted by applicable law,tender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-Iluudiclat safe. Deficiency JudgmsM. Lender may obtain a Judgment for any deficiency remaiuhing in the Indebtedness due to Lender atter 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 Lander otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor, Grantor shall become a tenant at'suffaMee of lander or the purchaser of the Property and shall.at tender'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. Lander 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. Lander shall be entitled to bid at any Public safe on a0 or any portion of the Property. Notice of Sats. Lender shell 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 di"osiUon of the Personal Properly is to be made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least tan(10) days before the time of the sale or deposition. Any sate of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by Lander to pursue any remedy ahag 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,shag not affect Lander'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 M09ble to Lander following an Event of Default,or In any way to Limit or restrict the rights and ability of Lender to proceed directly against Grantor andlor Borrower and/or against any other co-riaker,guarantor,surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys'Fees;Expenses. If Lander Institutes arty suit or action to enforce any of the terms of this Mortgage, Larder shall be entitled to recover such sun as the noun may adjudge reasonable as attomeye fees at trial and Upon any appeal. Whether or not any court action is involved,and to the extern not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any throe for the protections of its interest or the enforcement of its rights shall become a pan of the indebtedness payable on demand and shall bear ! interest at the Note rate from the date of the expenditure until rapid. Expanse's covered by this paragraph include, without limitation, however subject to any limits under applicable taw,Lender's reasonable attorneys'fees end Lender's fags expenses,whether or not there Is a lawmAL including reasonable attorneys'fees and expenses for bankruptcy proceedings Oncluding efforts to modify or vacate any automatic stay or ir*=d n).appeals,and any anticipated post Judgment collection services, the cost of searching records, obtaining title reports (including foradosue reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any tort costs,In addition to a0 other sums provided by law. . NOTICES. Unless otherwise provided by applicable law,any notice required to be given under this Mortgage shag be given in writing, and shall be,effective when aclually delivered, when actually received by tefefacsimge (urdess 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. AD copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Larder's address,as shown near the beginning of this Mortgage. Any ply 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 ptuposss, 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 an Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pert 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. Amus Reports. ff the Property is used for purposes other than Grantor's residence.Grantor shall furnish to Lander,upon request,a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lander shag require. 'Net operating income'shall mean all cash receipts from the Property Isas all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption as in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Jolm and Several Liability. AN obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor,and ail references to Borrower shall mean each and every Borrower. This means that each Grantor s4n4 below Is responsible for erg obligations in this Mortgage. No Waiver by Lander. Lander shall not be deemed to have waived any rights under this Mortgage unless such waver Is given in writing and signed by Larder. No delay or omission an the part of Lender in exercising any right shall operate as a waiver of such right or any other right A waiver by Laurer of a provision of this Mortgage shall not prejudice or constitute a waiver of Lansder's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No Prior waver by Lender,nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage.the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Larder. Severabtay. If a coat of competent jurisdiction finds any provision of this Mortgage to be illegal,invalid, or unenforceable ase to any circumstance, that finding shag not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,the offending provision shag be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be conditioned deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of tory Provision of this Mortgage analI not affect the legally,validity or enforceability of arty other provision of this Mortgage. MORTGAGE (Continued) Page 7 liswW. 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 try or for the benefit of Lender in any capacity,without the written consent iof Lender. ' Successor Interests. The terns of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and sinal be enforceable by Lender and its successors and assigns. Tare 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 shag mean amounts In lawful money of the United States of America. Words and terms used in the singular shag 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 I the Uniform Commercial Code: Borrower. The word'Borrower"means 831 Chestnut St,LLC and includes all oo-signers and x oarmekere signing the Note and all their successors and assigns. Default. The word"DefautC means the Default set forth in this Mortgage In the section titled`Default". Environmental ironnerntal Laws. The words 'Environmental Laws* mean arty and all state, federal and.local statutes, regulations and ordinances relating to the protection of human health or the environment, Including without imitation the Comprehensive Environmental Response,Compensation,and Uaffity Act of 1980,as amended,42 U.S.C.Section 9601,et a".MC ERCLA%the Superfund Amendments and Reauthorization Act of 1986,Pub.L. No.99=499 MSARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 6901,at seq:,or other applicable state or federal laws,odes, or regulations adopted pursuant thereto. Event of Default. The words'Event of Default'mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Existing MdaDtodness. The words"Existing Indebtedness'mean the indebtedness described I the Basting Liens provision of this Mortgage. Grantor. The word'Grantor'means P.John Sopensky. Guarantor. The word 'Guarantor'means any guarantor, surety,or axorrnodation parry of any or all of the Indebtedness. . _. .- ,,,_ Guaranty. The word "Guaranty'means the guaranty from Guarantor to Lender, including without imitation 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 substance's,materials or waste as defined by or listed under the Environmental Laws. The term'Hazardous Substances'also Includes,without imitation,petroleum and petroleum byproducts or any fraction thereof and asbestos. Improvements. The word 'Improvements' means all wasting and future improvements, buildings, structures, mobile homes affixed on the Real Property,faclUdes,additions,replacements and other construction on the Real Property. Indebtedness. The word'indebtadneaa'means all principal,interest,and other amounts,rests and expenses payable under the Note or Related Documents, together with'all renewals of,extensions of,modifications of, consolidations of and substitution&for the Nom 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 seeured.by the Cross-Collateralization provision of this Mortgage. Lender. The word'Lender'means ORRSTOWN BANK,its successors ariid asogns. Mortgage. The word'Mortgage'means this Mortgage between Grentor.and Lender. Not*. The word"Nom'means the promissory note dated March 28,2008,in tffe original priidpal anlotint Of $798,792.00 from Borrower to Lender,together with all renewals of, extensions of, modifications of, refinancings of,consolidations of,and suubsdwdons for the promissory note or agreement. The maturity date of the Nom Is March 28,2028.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 Gramor, 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 withall proceeds (Including without limitation all insurance proceeds and rehads 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'meat the real property,Interests and rights,as further described I thus Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, ban agreements, environmental agreements, guaranties, security agreenments, mortgages, deeds of tout, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed I connection with the Indebtedness. Rents. The word"Rents'means all present and future rents, revenues,Income,Issues,royalties, profits,and other benefits derived from the Property. MORTGAGE (Continued) Page g GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE 0 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: P. Seal) ned,ac d and delivered In the presence of: X Witws X W s. CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,OBRSTOWN BANK,herein is as follows: SILVER SPRING OFFICE,77 EAST KING STREET,P 0 BOX 260,SHIPPENSBURG,PA 17287 Ar�Y or Agent for Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA Iss COUNTY OF I Win On nth the day of 20 0,before me Q_Q n!ha undersigned Notary a c,peraonellY appeared P.John Sopensky,known to me for satisfactorily proven)to be the person whose name Is su to the within instrument,and acknowledged that he or she executed the same for the purposes therein contai In witness whereof,l hereunto set my hand arc oflid s• . THO _ N*AW V 7111), � Notary Pu ie.In and for the State a frtember,Partkeylvar���•�io Assoolalbn of Nopadeg LASER PRO Lending, ver.6. 9.00.008 Copy Hadan FlnandaSolutions,Inc.1997.2008. A-Rights Reserved. - PA c:lCF11LPL1GO3.FC TR-19119 PR-1 SCwF-DuLEA . (corr6nued) 00.9 .S160.149 Co nmitment•No:S100-749 LEGAL DESCRIFnON 1416 TR)NDLE ROAD.MECHANICSBURG,PENNSYLVANIA . ALL•THOSE tract or parcel of land and premises,situate in South Middleton Township, Cumberland County, Penngrivarda, bounded and described according to that certain Final Minor Subdivision Plan.fbr,Frank Black,Jr.,Int.•dated August 4, 1984,and revised June 5,1985,Drawing No.85012,and recorded In flan Book . 47,Page 174,•asfolloWs-, BEGINNING-at a point In the center of Tdndle Road(PA 641,L.R. 305),said beginning point being the northeastern comer of the tract hereh► described;thence.by Janda-now or formerly of John Newk4m and the United Telephone Oomparry of Pennsylvania.South 3 degrees,46 minutes West, a.dtstanoe of 732.6 feet to a stake;thW=by lands now or formerly of Ralph C.'Otto,North 87 degrees,15 minutes West,a dlsbgw of 275 feet to a stake;thence by lands now or formerly of Raymond Petermak Nath 3•degrees,45'minutes East, a'. distance of 765.00 feet to a'point n the'canter of the aforementioned Trindle Road;thence by the center of said Trindle Road, South'80 degrees, 16 minutes East, a distance of 276.50'faet to the'point-and place of BEGINNING. BEING the same premises which Robert D.I(Int and Deborah K lant, by deed dated October.1, 1998, and recorded.in the Office of the Recorder of Deeds of Cumberland County In Deed.Sook 186,Page 497,grarited and conveyed to-P.John Sopensky,Grantor herein. ALTA Comftneirt Schedule A(ooiitUuredJ - 4 ROBERT P.ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE,PA 17013 717-240-6370 Instrument Number-200810517 Recorded On 4/4/2008 At 9:16:20 AM *Total Pages-11 *Instrument Type-MORTGAGE Invoice Number-17932 User ID-KW *Mortgagor-SOPENSKY,p JOHN *Mortgagee-ORRSTOWN BANK *Customer-PA REAL ESTATE *FBS$ STATE WRIT TAX $0.50 FDO rtification Page STATE JCS/ACCESS TO $10.00 JUSTICE PScoRDZNa Mmil - $23.50 NOT DETACH RECORDER OF DEEDS AFFORDABLE HOUgnQ $11.50 This page is now part coUNTY ARCHIVES FEE $2.00 of this legal document. ROD ARCHIVES FEB $3.00 g TOTAL PAID $50.50 I Certify this to be'recorded in Cumberland County PA RECORDER OID DS "-Information denoted by an asterisk may change during. the verification proem and may not be retketed on this page. . IIII�Illlll0"lfl09ll�lllll EXHIBIT"A» LEGAL DESCRIPTION 1422 TRINDLE ROAD,MECHANICSBURG,PENNSYLVANIA ALL THOSE tract or parcel of land and premises,situate in South Middleton Township, Cumberland County,Pennsylvania,more particularly described as follows: BEGINNING at a point in the center of Trindle Road(Pennsylvania Highway Route No.641);thence by land now or forinerly of R.B.Equipment Company,South 3 degrees 45 minutes West 245 feet to an iron pipe;thence by land now or formerly of 'Erma F.Jumper,North 79 degrees 15 minutes West 200 feet to an iron pipe;thence by land formerly of Erma F.Jumper,now or formerly of Frank L.Black,Jr.,North 3 degrees 45 minutes East 245 feet to a point in the center of the Trindle Road;thence by the center of said Road,South 79 degrees 15 minutes East 200 feet to the place of BEGINNING. CONTAINING 1.116 acres and being improved with a commercial building. BEING.the same premises which Robert D.Kim and Deborah K.Kint,by deed . . dated October 1, 1998,and recorded in the Office of the Recorder of Deeds of Cumberland County in Deed Book 186,Mage 503,granted and conveyed to P.John Sopensky,Grantor herein. EXHIBIT "C" C=1'sll� i'ROplat!! Iry X. Mums 40-22-0119-.000 - 4o= m 40-22-0119-009 - Oman IS00•fAIM 0=8 =Gr&=T 02/20/2013 Or DC TM DOCUbMr WMARBD BY AND UPON RECORDA17W RETURN TO: ANDMRSON,M©WY&4RTA,P.C. 1Oklabom 00 NaA DzaadwC4,OX 7Sake bti8 3102 Tfthum (M8)736.0007 CmberkW Ce;mty,Sho of ftuW mk Tai MP xo.or Tu Fame!UIVmtNWd=Nos 40-22-0119-008 arae 40.72-0119-009 1 OR*that the precise address of the AsdWee is do Sabal Financial Group,LY,4675 MaeAelhur Court,Suite 1550,Newport Beach,CA 92660 Malt (� AWGNMLNT OF MORTGAGE KMW ALL MEM BY TMSE PRE.SEM: 77 F�W King THAT,Orrsb M Bxd4 a Peaneytiva da bmbbg a%*r&gqn,Wing an address of Shook hpeosbueg,PA 17257(hmvbmftcr referred to as"AgdSM.").Eff mdkw 0.�a�ose�Brat,seA,fir, u, ey W set over to 11+1p0k P �+ed BabAky 4� , s re£eared to a9 P'OP imocassos and assigns�iasfter " " ha" an address of coo Sabal Fmeacitl and to that itecer15ain:0, NewportBeach, CA 92660, all of AxdgmWs d9bI title aW AMO Ret:ZS t4 t 19 Loon Now 831 CHESTNUT LLC Lola Rd--26473s6m i THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2604 Oklahoma City,OK 73102 Telephone: (US)2364007 Cumberland County,Stfe of PennsybVnia Tac Map NQ-or Tax Panel Identification No.:40-22-0119-008 and 40-22-0119-009 1 certify that the precise address of the Assignee is c%Saba[Financial Group,L.P.,4675 MacArthur Count,Suite 1550,Newport Beach,CA 92660 Nick hone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orratowu &Wk, a Pennsylvania banking eorporation,having.an address of 77 East King Soret,Shippensburg,PA 17257(hereinafter referred to as"Asci or'),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 " „ having an address of c/o Sabal Financial Group, L.P., 4575 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Rcf.:2510.119 Loan Nam:831 CHEMUT LLC Lout Ref.:2647356900 MOfWp died Mamit 28.2008,executed by P.jc&Sopeasty,the Swam,to Oastowil Bwk5 the Ender, roearded on April 4, 2008, as instnmmait Number 200810517 in the Official R,ocm& of Cumberland C=W, State of Peansyl ("Reoordet's OAice'), as the same may have been , smw&d,aupplm�ted.restmed or modified(the"Mort Wo). The Mona P coven the MTerty desctl-bod therein,less and except any posrtion of the previously released=&or rw=vcyed, Y I TO RAVE AND TO HOLD the same u11to said MAGNOLIA.pOR170LIO, LI,c.,ITS SUCCESSORS AND ASSIGNS. TMS ASSIGNMENT IS ,MADE WITHOUT WARRANTY,WRESS OR IMPLIES RECOURSE, REPRE.4F,�TI'ATION OR WRITTEN OR ORAL,BY ASSIGNOR. RU MAINDER OF PAGE DMUMONALLy Wr BLANK] AMO Rd:2510.119 Loan No=891 CIS LLC iUM W.-0473569002 • a IN WITNESS WHEREOF, Assignor.has caused this instrument to beexecuted this day of February,200'. ASSIGNOR: 41tRSTOlNN1 BANK,a PennVivanis banking corporation By; Magnolia.Portfolio,LLC,a law are limited iability company. , F Name: R:Pitteison.lacksofi Title: Authorized Signatory 76 At, �CCrcl4�1 : of o ao�3 ACKNOWLEDGMENT I STATE OF CALIFORNIA. ) 130,3; $S: ! COUNTY OF ORANGE } 'On this day of PArdary, 2413, before m rsonaily appeariod R. Patterson Jackson, as Authorized Si for Me Iia Portfolio ll ry Zl ,'a Delewar+e limited, liability�ompariy,Ati6eney-in- Fact for Orrstown Bank,a:Pennsylvania mg corporation,known tame or proved to me vn the basis of satisfactory evidence to be the s who executed the foregoing instrum�t;and they ther+euport duly acknowledged to me y executed the.sante to be their free act and deed: WI. my.hand an _ ial SM. My comm' expires Name of Notary: I i I AMO.Rcr 2510:119 Loan Nmw.$31 CHEMUT UC Loan Ref::26473369000 a • .YY• f �Y WYa.WY try- � Y• •I a � ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY II COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 hu tmem N mber-20130UM "Reew"On 2/2M13 At 11:02:05 AM "Total Pages-S tnxtntment Type-ASSIGNMENT OF MORTGAGE Invoice Number- 129764 User M-SW Matggw-SMNSICY,P JOHN "Mortgagee-MAGNOLIA PORTFOLIO.LLC Customer-SIMPLIFILE LC&RECORDING STATS WRIT TAX $0.50 Certification Page STATE J=/ACCS$S so $23.50 JtT MICR RSCOIRDIKG gess - $11.50 DO NOT DETACH RECOWIM OF DBMS PARML CBRTIPICi TjQK $20.00 This page 'l now part FESS COUNTY ARCHMS na $2.00 of this Iegal document. ROD AR=XM gsE $3:00 TO?" PAID $60.50 I Certify this to be recorded In Cumberland County PA RECORDER OF DEEDS ��etllratloa pro••s eal!sip sot be {«ads p� VERIFICATION hereby states that he/ hoe is FINANCIAL GROUP,LP, �-/ of SABAL rtgage servicing agent for Plaintiff in this matter,that e e i authorized to make this Verification, and verify that the statements made in the foregoing Civil Action in Mortgage Foreclosure are true and correct to the best of hi her nformation and belief. The undersigned understands that this statement is made subject to the penalties of 18 Pa. C.S. Sec.4904 relating to unsworn falsification to authorities. Further,due to its mortgage servicing agency relationship with plaintiff,MAGNOLIA PORTFOLIO,LLC,is in possession and control of all documents and records supporting the statements in the foregoing pleading and, therefore,the undersigned,rather than an officer or employee of plaintiff, is the appropria i divi al to make this Verification pursuant to Pa.R.C.P. 1024(c). Name: Title: Company: Date: f '�t7 Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY r 4. •)F -g Cr. OF THE ;LiE,RiFr t:!LEJ--()FFiCcT, THE PROTHONOTA 23ILISEP 22 PH 2: 29 CUMBERLAND COUNTY PENNSYLVANIA Magnolia Portfolio, LLC, a Delaware limited liability company, assigne vs. P John Sopensky Case Number 2014-5196 SHERIFF'S RETURN OF SERVICE 09/12/2014 01:30 PM - Deputy Shawn Gutshall, being duly sworn according to law, served the requested Complaint in Mortgage Foreclosure by "personally" handing a true copy to a person representing themselves to be the Defendant, to wit: P John Sopensky at 1300 Market Street, Suite 12, Lemoyne, PA 17043. dttY '<AWN GUTSHALL, DEPUTY SHERIFF COST: $46.08 September 16, 2014 (c) CountySuite Sheriff, Toleosoft, Inc, SO ANSWERS, RONNY R ANDERSON, SHERIFF