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HomeMy WebLinkAbout14-5197 lf Supreme C A nnsylvania Cour o"nmo ' leas For Prothonotary Use Only: 1 I 11 Docket No: �S'�q Cu an County ff 7 rf l �vll The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law or rules of court. Commencement of Action: M Complaint ® Writ of Summons ® Petition S E 13 Transfer from Another Jurisdiction ® Declaration of Taking ' C Lead Plaintiff's Name: Lead Defendant's Name: Magnolia Portfolio, LLC 1300 Market, LLC I T Dollar Amount Requested: ®within arbitration limits I Are money damages requested? Yes ® No O (check one) ®x outside arbitration limits � N Is this a Class Action Suit? ®Yes No Is this an MDJAppeal? Yes 0 No I A Name of Plaintiff/Appellant's Attorney: James D.Young, Esquire k El Check here if you have no attorney(are a Self-Represented [Pro Se] Litigant) Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your i PRIMARY CASE. If you are making more than one type of claim,check the one that f you consider most important. TORT(do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS ® Intentional [3 Buyer Plaintiff Administrative Agencies I ® Malicious Prosecution ® Debt Collection:Credit Card ® Board of Assessment Motor Vehicle ® Debt Collection:Other © Board of Elections ® Nuisance ® Dept.of Transportation ®Premises Liability ® Statutory Appeal:Other S © Product Liability(does not include E mass tort) © Employment Dispute: Slander/Libel/Defamation Discrimination C © Other: ® Employment Dispute:Other ® Zoning Board f T ® Other: ! I © Other: O MASS TORT i © Asbestos N © Tobacco f ® Toxic Tort-DES ® Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS ® Toxic Waste jEl Other: © Ejectment [3 Common Law/Statutory Arbitration B [3 Eminent Domain/Condemnation [3 Declaratory Judgment C1 Ground Rent r] Mandamus © Landlord/Tenant Dispute ©Non-Domestic Relations E3 Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY M Mortgage Foreclosure:Commercial 0 Quo Warranto ® Dental ® Partition ®Replevin ® Legal © Quiet Title ®Other: © Medical © Other: i M Other Professional: i Updated 1/1/2011 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MAGNOLIA PORTFOLIO, LLC, CIVIL DIVISION a Delaware limited liability company, assignee of Orrstown Bank, // Plaintiff, VS. TYPE OF PLEADING 1300 MARKET, LLC, 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 JAEY FOR PLADIF F I HEREBY CERTIFY THAT THE ADDRESS OF THE PLAINTIFF IS: JSDC LAW OFFICES 4675 MacArthur Court,Suite 1550 Newport Beach,CA 92660 AND THE DEFENDANT(S): P.O. Box 6503 30 E.Maplewood Avenue Hershey,PA 17033/Mti - _ c icsburg,P 0 5 rn m [n r-n —_ 7 -,l L-'�Ot6 ATTCC Y FOR PLAINTIF (717) 533-3280 CERTIFICATE OF LOCATION I HEREBY CERTIFY THAT THE LOCATION OF C C THE REAL ESTATE AFFECTED BY THIS LIEN IS 'A 0 Market Street oyne,PA 17043 - A O EY FOR PLAINTI F IVfs/ � 06 ?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. 1300 MARKET, LLC, 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. 1300 MARKET, LLC, 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) Bias 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 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS limited liability company, assignee of : CUMBERLAND COUNTY, Orrstown Bank, : PENNSYLVANIA Plaintiff, V. NO. 1300 MARKET, LLC, 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, 1300 Market, LLC, is a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with a registered address of 30 E. Maplewood Avenue, Mechanicsburg, Cumberland County, Pennsylvania 17055. 3. On or about September 18, 2008, Defendant executed and delivered a certain Promissory Note ("Note") in favor of Orrstown Bank in the original principal amount of $1,818,750.00. A true and correct copy of said Note is marked Exhibit"A", attached hereto and made a part hereof. 4. On or about September 18, 2008, as security for payment of the aforesaid Note, Defendant made, executed and delivered to Orrstown Bank a Mortgage in the original principal amount of$1,818,750.00 on the premises hereinafter described, with said Mortgage being recorded in the Office of the Recorder of Deeds of Cumberland County on September 19, 2008 as Instrument Number 200831796. 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 12, 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 September 18, 2008, with said Assignment of Mortgage ("Assignment")being recorded in the Office of the Recorder of Deeds of Cumberland County on February 20, 2013 as Instrument Number 201305560. A true and correct copy of said Assignment is marked Exhibit"C", attached hereto and made a part hereof. 6. Defendant is the record and real owner of the aforesaid mortgaged 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 $ 1,602,852.80 Interest through 5/29/2014 $ 1,836.60 Default Interest $ 37,272.65 Attorney's Fees (Foreclosure) $ 1,650.00 Court, Sheriff&Title Costs $ 587.00 TOTAL $ 1,644,199.05 plus interest on the principal sum ($1,602,852.80) from May 30, 2014, at the rate of$300.53 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$1,644,199.05 with interest on the principal sum ($1,602,852.80) from May 30, 2014, at the rate of$300.53 per diem,plus additional charges, costs (including escrow advances), additional attorneys' fees and costs with foreclosure and sale of the mortgaged premises. JSDC LAW OFFICES Date: �' IzO BY: ky' ml 3 � ScWt A. Dietteri k, quire PA I.D. # 5565 James D. Young, Esquire 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" s PROMISSORY NOTE`•"'' ., .m�;.taz;�a`-.��_�:. _ •.tttr::t•-: .\e:...... �?twi4?uaAin::'.g,S .�,�:, � ,. _ ._.,.. ;, �:`.n`.,� Sui'+�zi6icge:o`o:�a v-M•-Sea;, 'ri u� -":;1:Y�v� ._..a'!R!!Y�::�-:.... ... ,:. .. ...t;�:.,•.n,•_-:...__.,. ..F;�;: �i_.S-?�- ;:•:r• ,:g.,+^.!ax&� t:"a..�.,.,,�q�.... _._. .._..._........_.::,.. 'w,-_.:.,Vii:- - �•�a. -':«n:-.cin...:: :. �.�:kwn,;9a..,,.y References in the boxes above are for Lander's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing""'"has been omitted due to text length limitations. Borrower: 1300 Market.LLC Lender: ORRSTOWN BANK 30 East Maplewood Drive SILVER SPRING OFFICE Mechanicsburg,PA 17055 77 FUST KING STREET PO BOX 250 SHIPPENSBURG,PA 17257 Principal Amount: $1,818,750.00 Date of Note: September 18, 2008- Maturity Date: September 18,2028 PROMISE TO PAY. 1300 Market,LLC("Borrower')promises to pay to ORRSTOWN BANK("Lander'),or order,in lawful money of the United States of America, the principal amount of One Million Eight Hundred Eighteen Thousand Seven Hundred Fifty A 001100 Dollars ($1,818,750.00),together with interest on the unpaid principal balance from September 18,2008,until paid in full. PAYMENT. Borrower will pay this loan in full Immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes In the Index.Borrower will pay this loan in accordance with the following payment schedule,which calculates interest on the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates'described in this paragraph: 60 monthly consecutive principal and interest payments In the initial amount of $12,677.31 each, beginning October 18, 2008, with interest calculated on the unpaid principal balances using an interest rate of 6.750%per annum based on a year of 360 days;179 monthly consecutive principal and Interest payments in the initial amount of$11.466.48 each,beginning October 18,2013,with interest calculated an the unpaid principal balances using an interest rate based on the Wall Street Prime icurrently.5.000%), plus a margin of 0.500 percentage points, resulting in an initial Interest rate of 5.500% per annum based on a year of 360 days; and one principal and interest payment of $610,144.01 on September 18,2028,with interest calculated on the unpaid principal balances using an interest rate based on the Wan Street Prime(currently 5.000%b plus a margin of 0.500 percentage points,resulting in an initial interest rate of 5.500%per annum based on a year of 360 days. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index" does not change;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest;then to principal', then to any late charges;and then to any unpaid collection costs. 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 Wall Street Prime(the"Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this ban,Lender may designate a substitute index after notifying Borrower. Lender will ten Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate or rates to be applied to-the unpaid principal balance during this Note will be the rate or rates set forth herein in the'Payment"section. Notwithstanding any other provision of this Note,after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and'increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this Now is computed on a 3OW360 basis;that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. AN interest payable under this Note is computed using this method. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note,Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five 151 years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shall decrease one percent(1.00%)per amum to per.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 ban was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing,Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather. they 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 lt 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 PDefault Rate Margin"). The Default Rate Margin shall also*apply to each succeeding interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If Judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the Interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: PROMISSORY NOTE Loan (Continued) Page 2 Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue Is made), any member withdraws from Borrower,or any other termination of Borrower's existence as a going business or the death of any member,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property,any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower,or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts,with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower 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 detemened 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. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen(15)days;or (2) if the cure requires more than fifteen 05) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due,and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law, Lender's reasonable attorneys'fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction),and appeals. ff not prohibited by applicable law, Borrower also will pay any court costs,in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone also and all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated September 18,2008,to Lender on real property located in Cumberland County,Commonwealth of Pennsylvania. (B) an Assignment of AN Rents to Lender on real property located in Cumberland County,Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance,all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns andlor 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 and,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 to the Lender Increasing the interest rate charged on this Note. OVERDRAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking account($) with us in excess of the available collected balance in the account(s).. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate Information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracyfles) should be sent to us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA 17257. GENERAL PROVISIONS. This Note Is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person '""" "'• PROMISSORY NOTE Lom No (Continued) Page 3 who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment,demand for payment, and notice of dishonor. Upon any change in the terms of this Note,and unless otherwise expressly stated in writing,no party who signs this Note,whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the parry 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 (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS-AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: 1300 ARKET,LLC :. ..y�. ::s::¢:t`:. a•Rca?o¢..;;��.e.;]q}xt;'�•."':•�•;:c}!c;�•t;e:;;g+�:,Y,;::.y1i ,'Ja ;ice ,.:Y%Y.;•£F':'.�3144:•3G'C;1 s••`a'G 2 By,fr<:2$i: :p.:{•.<, :i•.;i+ `X::i•u:.G,aJ.„ 1 ' _y.).. ,�,....xts�Seal) P.J n ape rls ,member of 1300 a et, IASL IRO LMley VW.5.41.mm ow."~4 A—MsewK 1n.1787.XM MVkhmft, . PA C1CRUFLM FC T*20LM 711.1 DISCOURE FOR CONFESSION OF4FDGMENT :.... �, ::t{.t•yi^Yv.... .vv. .... ..u.�q u:xr:'. w.iliy�a�x >`n�:•i1\\V:v. -- - : Y:r))atMt' ........... :•:,.w\ir?i.^vv.•ax� ' ' :6:v c:..a::.T::-i::�.:¢` _ �:.'.v'y:^... t _ .' 'C,M'SAri�ti;?N..L xJ:;uxngP^^..._: : .xri:'.:x :•::.....�, �_ -. .-.. .v.:::�. +•. _.-:::_..... rr'�`�^::•A_-:):S.. _ ;.....�:m��u\r tQQ_ _ _ _ y�'yy�, v wxxu.m�t n:m-..m..... ?kin'wn�x.�/1IM.:v,'c-"Ss•uei<�:i•N M!W.h::�.; y{`vn__ +},rj•,..•.,�'',••, :• , ... .. ...nrw:xx::va-mvi•:i:= ....' — _ - sAivetleri:w:,:uv.^ww:rwxxxa.ui::. _ a ..... References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing"••**.has been omitted due to text length limitations. Declarent: 1300 Market.LLC Lender: ORR87OWN BANK 30 East Maplewood Drive SILVER SPRING OFFICE Mechanicsburg.PA 17055 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS 1111- DAY OF flkhl ✓ - 200. A PROMISSORY NOTE FOR $1.818,750.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. 9 A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE. WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE. BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE. THE UNDERSIGNED. ON BEHALF OF THE DECLARANT. IS KNOWINGLY. INTELLIGENTLY. AND VOLUNTARILY WAIVING THESE RIGHTS. INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT.AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMEA "T.DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INMALSNT B. THE UNDERSIGNED 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 WANING THESE RIGHTS. AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MAN!,! 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: INIT 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE 'NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, DECLARANT: 1300 M RK .LLC ' +{f•:'.:< C$ �+t.`M .l:y ..N..l�.✓✓ :wf.(+.f•::•+lf" •w`�,^ pJ,�a:h <,:ijr:. .Yc�.�`Y �n s::.v+]? 7G:'jn i:ritjG' Sy i•gyp:• *�: 5 •<.. ::....:. .., :. 'Ji•.:E *. .:.! ':h eat) v:::...:Yn::::- .....:... ::.•. ..v..>.• v.v:::...v::. ........:.�4:::i-l+v::: f:�. .Joh opensky. a at of 1300 Market.LLC LAS"00 SAIMA M Cep.1M W.0 ft e W S*Mfim,b..M7.2M 02 NWti mws. •"A C CROUO3M 1P•20104 R1 EXHIBIT "B" Parol Identification Number: RECORDATION REQUESTED BY: ORRSTOWN BANK SILVER SPRING OFFICE 77 EAST XING STREET P O BOX 260 SNIPPENSBURG,PA 17267 i WHEN RECORDED MAIL TO: ORRSTOwN BANK 2695 PHILADELPHIA ' AVENUE CNAMBER8BURG,PA 17201 Y MORTGAGE THIS IS A PURCHASE MONEY MORTGAGE Amount Secured Hereby: 01,818,750.00 ' THIS MORTGAGE dated September 18, 2008, is made and executed between 1300 Market, I.I.C. whose address is 30 East Maplewood Drive, Mechanicsburg, PA .17055 {referred to below as -Grantor')and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P O BOX 260,SHIPPENSBURG;PA 17257(referred to below as"Lender"), GRANT OF MORTGAGE. For valuable considaration, 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 described real property,together with all exlstirng or subsequently erected or effaced buildings improvements and fixtures:an streets. lanes. alleys, passages, and ways: all easements, rights of way. all liberties, Privileges, tenements, hereditaments,end appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and remainders with respect thereto:all water,water rights,watercourses and ditch rights fincluding stock in utilities with ditch or irrigation rights):and all other rights, loyalties, and profits Tiatin�to the real pprrdi bperty, Including without imitation all minerals,oil,gas,geothermal and similar matters, (the"Real iProperty")located in Cumberland County,Commonwealth of Pennsylvania: See attached The Real Property or Its address is commonly known as 1300 Market Street, Lemoyne, PA 17043. CROSS-COLLATERALIZATION. in addrtion to the Note,this Mortgegb secures ail obligations,debts and liabilities,plus interest thereon,of Grantor to Lender,or any one or more of them,as well as all clakns by lander against Grantor or any one or more of them,whether now existing of hereafter'arising,whether related or unrelated a the Purpose of the Note,whether voluntary or otherwise,whether due of not dus,director indirect,determined at d to this Perp;absolute or contingent, iquidated or unliquidated, whether Grantor may be liable Individually ni Jointly with others, whether hereafter as y become or,surety.accommodation party or otherwise,and whather recovery upon such amounts may be or hereafter may becorrne barred by any Statute of limitations,and whether the obligation to repay such amounts may be or hereafter may become otherwise uneMorceabfe. Grantor presently assigns to Lender all of Grantor's right.title,and interest in and to all present and future leasee of the Property and all Rents from the Property. In addition Grantor grants to Lender a Uniform Commercial Code security interest in the Persona Property and.Rents. THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE (Al PAYMENT OF THE INDEBTEDNESS AND (8) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF$1,818,750.00,THE RELATED DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PURCHASE MONEY MORTGAGE, If any of the debt secured by this Mortgage Is lent to Grantor to acquire title to the Real Property,this Mortgage shal'be a purchase money mortgage lander 42 P.S.Section 8 14 1. PAYMENT AND PERFORMANCE.' Except as otherwise provided In this Mortgage, Grantor shall pay to.Lander all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shat be governed by the following.provisions: Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain in Possession and control of the Property; (2) use,operate or manage the Property;and 43) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the PYoperly inf tenantable condition and promptly perform all repairs, replacements,and maintenance necessary to preserve its value. Compliance Wth Environmental tows. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal, release or threatened release of any Hazardous Substance by any person on,under,about or from the Property; (2) Grantor has no knowledge of,.or reason to believe that there has been,except as Previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on, under,about or from the Property by any prior owners or occupants of the Property;or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously MORTGAGE (Continued) Pisa 2 disclosed to and acknowledged by Lander in writing, (a) neither Grantor nor any tenant,contractor,agent or ether authorized user of the Property shell use,generate,manufacture,store,treat dispose of or release any Hazardous Substance on,under,about or from the Property;'and lb) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter Loon the Property to make such inspections and tests,at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or testa made by Lander shag be for Lender's Purposes only and shag not be construed to create any responsibility or liability on the pert of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (11 retaases and waives any future claims against Lander for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws;and (2) agrees to indemnify,defend,and hold harmless Lender against any and all claims,Iowa. liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from e breach of this section of the Mortgage or as a consequence of arty use,generation, manufacture, storage, disposal,release or threatened release occurring prior to Grantees ownership or interest in the Property,whether or not the some was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnity and defend,shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shag not be affected by Lender's acquisition of any interest In the Property,whether by foreclosure or otherwise. Nuisance,Waste. Grantor shag not cause,conduct or permit any nuisance nor commit permit.or suffer say stripping of or waste on or to the-Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor wig not remove,or grant to any other party the right to remove,any timber,minerals(Including Oil ad gas),coal,clay,scoria,seg,gravel or rock products without Lender's prior written consent. Removal of improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior warren consent. As a condition to the removal of any Improvements,Lender may require Grants to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to Inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governrnantal Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations,now or hereafter In effect,of all governmental authorities applicable to the use or occupancy of the Property,including without fimitat in,the Americana With Disabilities Act. Grantor may contest in good faith any such law,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion,Lender's interests In the Property are not J000erdized. Lender may require Grantor to post adequate sad^or a surety bond,reasonably satisfactory to Lender,to protect tender's interest. Duty to Protea. Grantor agrees neither to abandon or leave unattended the Propety. Grantor shag do all other acts,in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare Immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any interest In the Real Property. A'sale or transfer"means the conveyance of Real Property or any right. tide or interest in the Real PMP";whether legal,beneficial or equitable;whether voluntary or Involuntary;whether by outright sale,deed,installment sale contract land contract,contract for deed,leasehold interest with a term greater than three(31 yeas,lease-option contract,or by sale,assignment,or transfer of any beneficial interest in or to any lad trust holding tide to the Real Property,or by any other method of conveyance of an interest in the Real Property. If any Grantor Is a corporation,partnership or limited liability company,transfer also includes any change in ownership of more then twenty-five percent(25%)of the voting stock,partnership interests or limited liability company interests,as the case may be,of such Grantor. However,this option shall not be exercised by Lender If such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shag pay when due(and in all events prior to delinquency)oil taxes,payroll taxes,special taxes, assessments,water charges and sewer service charges levied against or on account of the Property,and shag pay when due all claims for work done on or for services rendered or materiel furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lander under this Mortgage, except for those Irene specifically agreed to in writing by Lender,and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax,assessment,or dam in connection with a good faith dispute over the obligation to pay,so long as Lender's interest In the Property is not Jeopardized. if a lien arises or Is filed ere a result of nonpayment,Grantor shall within fifteen(1S)days after the lien arises or,If alien is filed, within fifteen(15)days after Grantor has notice of the filing,secure the discharge of the Sen,or If requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the Ren pita any costs and reasonable attorneys'fees,or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest.Grantor shall defend itself and Lender and shag satisfy any adverse Judgment before enforcement against the Property. Grantor shag name Lender as an additional obligee under any surety bad furnished in the contest proceedings. Evidence of Payment. Grantor shag upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorira the appropriate governmental official to deliver to Lander at any dine a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shag notify Lender at least fifteen(15)days before any work Is commenced,any services are furnished,or any materials are supplied to the Property,if arty mechanic's lien,maLeialmen's mien,or other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender furnish to Larder 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 shag 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 u MORTGAGE (Continued) Page 3 clause in favor of Lender. Grantor shall also procure and maintain comprehensive neral liability coverage amounts as Lender may request wird Lender Are ltY insurance in such insurance Policies. Additionally,Grantor shall maintain such other insurance, addng but motional afmited to hin such �azarryd,business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance hazard, u s and fr such form ur may to reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled o►diminished without a minimum of ten If 0)days'Prior written notice to Lender and not containing any disclaimer of the Insurer's Ifeblity for failure to give such notice. Each insurance Policy also shall include an endorsement Providing that coverage Lender will not be Impaired lo any way by any Oct omission or default of Grantor or it favor of Real Property be located in an area designated by the Director of the Federal E any Other person. Should the special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurances,if availabtle,gwitias a 45 days atter notice is given by Lender that the Property is located in a special flood hazard ates,'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, of as otherwise required by Lender, and to maintain such insurance for the term of the ban. Application of Proceeds. Grantor shall Promptly notify Lender of any loss or damage to the Property. Lender may make Proof of loss if Grantor fails to do so within fifteen(15) days of the casualty. whetha not Lenders at security is impaired,Lender may,at Lender's election,receive and retain the proceeds of any insurance and appy the proceeds to the reduction of the indebtedness,payment of any lien affecting the Property,or the restoration and repair of the Property. If Lender alects 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 raWr 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 shag be used first to Pay any amount owing to Leder under this Mortgage.then to pay accrued interest,and the remainder,N any,shall be applied to the Principal balance of the Indebtedness. If Lender holds any proceeds after Payment in full of the kxlebledness,such proceeds shall be paid to Grantor se Grantor's interests may appear. t Grantor's Report On husuancs. Upon request of Lender.however not more than ones a year,Grantor shag furnish Lender R report on each existing Policy of insurance showing: It) the name of the Insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured,the'then current replacement value of such property,and the manner of determining that value;and 15) the expiration date of the Policy. Grantor shall,upon request of Lader,have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property, LENDER'S EXPENDITURES. If any action at 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 Grantors failure to discharge or pay when due any amounts Grantor is required to discharge or pay oder this that Mender are or arry,Related Documents.Lender on Grantor's behalf may(but shall not be obligated to)take any action encumbrances and other claims, at but not limited doplaced discharging or paying all taxes,liens,security inrtereats, maintaining and res any time levied or placed on the Property and paying all coats for insuring. preserving the Property. Ag such expenditures incurred or paid by Lender for such Purposes win then beer interest at the rate charged under the Note from the date incurred or paid by Lender to the data of repayment by Grantor. A I such expenses will become a part of Me Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Nate and be apportioned among and be payable with any instalinnent payments to become due during either (1) the term of any applicable Insurance policy;or (2) the remaining term of the Note;or (Cl be treated as a balloon Payment which will be due and payable at the Note's also will secure payment of these amounts. he Such right shag be in addition to all other rights ed es maturity Mortgage h Lender may be entitled upon Default. Grantor's obligation to Lender for ell such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY;DEFENSE OF TiIU. The following provisions Waiting to ownership of the Property are a Part Of this Mortgage: I Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in anytitle i with his M insurance Policy,title report,or final tide opinion issued in favor of,and accepted by,Lender in connection Lender. Mortgage,and (b)Grantor has the frill right,power,and authority to execute and deliver this Mortgage to Defense of This. SuAject to the exception In the paragraph above.Grantor warrants and will forever defend the tide to the Property against the Iewful claims of all persons. M the event any action or proceadinng is commenced Mat Questions Granter's title or thne Interest of Lender under this Mortgage,Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to Participate In the Proceeding and to be represented In the proceeding by counsel of Lender's own choice,and Grantor win deliver,or cause to be delivered,to Lender such instruments as Lader may request from time to time to permit such Participation. COmpNisnca With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival Of Representations and Warranties. All representations,warranties,and agreements made'by Grantor in this Mortgage shail'survive the execution and delivery of this Mortgage,snail be continuing In nature,and shall remain in full force and effect until such time as Grantor's Indebtedness shell be paid In full. CONDEMNATION. The foilowirng Provisions relating to condemnation praceadmga are a part of this Mortgage: Proceednps. If any Proceeding in cdndemnationla filed, Grantor shall promptly notifi Lender in writing, and Grantor'shan prarnptfy take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such prooeedatg,but Leder shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of its own choice,and Grantor will deliver of cause to be delivered to I Lender such instruments and documentation as may be requested by Lender from time to time to permit such i participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase In frau 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 aster payment of all actual costs,expenses,and attorneys'fees Incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relaiing to governmental taxes,fees and charges are a part of this Mortgage: MORTGAGE (Continued) Page 4 Current Tax",Fess std Charges. Upon request by Lender,Grantor she*execute such documents in addition to this Mortgage and take whatever other action Is requested by Leredd to perfect and continue Lender'$lien on the Real Property. Grantor shag reimburse Lender for all taxes, as described below, together with all expenses incurred In recording, perfecting of continuing this Mortgage, including without im tati in all taxes, fees, documentary stamps,and other charges for recording or registering this Mortgage. Texas. The following shag constitute taxes to which this section applies: (t) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Morgage; (Za specific tax an.Grantor which Grantor Is authorized or required to deduct from payments on the Indebtedness Secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) a specific tax an all or any portion of the Indebtedness or on payments of pdmlpal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies Is enacted subsequent to the date of this Mortgage, this event shall have the sane effect as an Event of Default,and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent,or (21 contests the tax as provided above in the Taxes and Liens section and depdsita with Lender cash or a sufficient corporate surety bond or other security Satisfactory to Lender. SE"ITy AGREEMENT;FINANCING STATEMENTS. The following provuiorts relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitute$fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to tette. Security interest. Upon request by Lender,Grantor shall take whatever action is requested by Lender to perfect and continue Lenders security interest In the Rents and Personal Property. in addition to recording this Mortgage In the real property records.lender may,at any time and without further authorization from Grantor,file executed counterpart$,calif"Or(Spraduetions of this Mortgage as a financing statement. Grantor shag reimbume Lander for all expenses incurred in perfecting or continuing this security interest. Upon default.Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default.Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and.Lender and make it available to Lender within three 13)days after receipt of written demand from Lender to the extent permitted by applicable low. Addresses. The mailing addresses of Grantor (debtor) and Lender (Secured party) from which Information conceming the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code)ere as stated on the first page of this Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following pravtsbm relating to further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to be fled,recorded refiled or rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements, Instruments of further assurance, certlfrcates, and other documents as may,In the sole opinion of Lender,be necessary or desirable M order r effectuate,complete, perfect continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the gena and security interests created by this Mortgage as first and prior gens an the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Giamor shall reimburse Lender for all costs and expenses incurred In connection with the matters refereed to in this paragraph. Additional Authorhat ons. If Grantor fails to do any of the things referred to in the preceding paragraph,Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make,execute,deCrver,file,record and do all other things as may be necessary or desirable, In tender's sole oPWM to accomplish the matters referred to in the preceding paragraph. it is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Grantor pays erg the Indebtedness when due, and otherwise performs nil the obligations imposed upon Grantor under this Mortgage,Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security Interest In the Rem and the Personal Property. Grantor will pay,if permitted by applicable law,any reasonable termination fee as determined by Lander from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shat constitute an Event of Default under this Mortgage: Payment Default. Grantor fags to melte 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 filatg of or to effect discharge of arty Gen. Other Defaults. Grantor falls to comply with or to perform any other term, Obligation, covenant or conditioh contained In this Mortgage or In any of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between lender and Grantor. False Statemen". Any warranty, repmcentatim or Statement made or fum(ahed to Lender by Grantor or on 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 Cdhmwagzmbn. This Mortgage or any of the Related Documents ceases to be In full force and effect (including faiure of any collateral document to emote a valid and perfected security interest or lien)at any time and for arty reason. Death or insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited Nobility company,or any other termination of Grantor's existence as a going business or the.death of any member,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor. Creditor Or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,self-help,repossession or any other method,by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, Including deposit accounts,with Lender. However,this Event of Default shall not apply N there is a good faith MORTGAGE (Continued) Page 5 dispute by Grantor as to the vatldity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceedkhg and If Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture prang,in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. Breach of Other Agroement Any breach by Grantor under tho tarms of any other agreement between Granter and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any Indebtedness or other obligation of Grantor to Lender,whether existing now or later. Ehree 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 Wider,any Guaranty of the Indebtedness. Aduarse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the Prospect of payment or Performaoe of the Indebtedness is impaired. htsaarFry. Lender In good faith believes.hself insecure. Right to Cara. If any default,other than a default in payment is curable and H Grantor has not been given a notice of a breach of the same provision of this Mortgage within the,preceding twelve 112)months,it may be cured ff Grantor,after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen 115)days•or (2) H the cure requires more than fifteen It 5)days,immediately initiates steps which Lender deems.in Lender's sofa 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,Larder, at Lender's option,may exercise any one or more of the togowing fights ant remedies,fn addition to any otrer rights or remedies provided by law: Accelerate Indebtedness. Lender shad 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 PersonalProperty, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor. to take.possession of the Property and collect the Rents,including amounts past'due and unpaid,and apply the net proceeds,over and above Lender's costa,against the Indebtedness. In furtherance of this right,Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents,ere collected by Lender, then Grantor Irrevocably authorizes Lender to endorse instruments received In payment thereof In the name of Grantor and to negotiate the some and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any Proper grounds for the demand existed. Lender may exercise Its nights under this subparagraph either in person• by agent, or through a receiver: Appoint Receiver. Lender shall heave the right to have a receiver appointed to take possession of all or any part of the Property,with the Power to protect and preserve the Property,to operate the Property Preceding foreclosure or sate, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may,serve without band H permitted by law. Lender's right to the appointment of a receiver shad exist whether a not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lader shad not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender-may obtain a judicial decree foreclosing Grantor's Interest M an or any part of the Property. Possession of the Property. For the Purpose of procuring possession of the Property,Grantor hereby auvm&&s and empowers any attorney of any court of record in the Commonwealth of Parinsylvania or elsewhere,as attorney for Lender and all persons claiming under or through Lender,to sign an agreement for entering In any competent court on amicable action In electment for Possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lander of possession of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage verified by affidavit,shad be a sufficient warrant;and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Safe. H permitted by applicable law,Lender may foreclose Grantor's interest in all or In any part of the Personal Property or the Real Property by nonjudidal sate, Deficiency Judgment Lender may obtain a judgment for any deficiency remaining in the indebtedness due to Lender after appficatkm of Off amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor,Grantor shall become a tenant at sufferance of Lender or the.purchaser of the Property and shad,at Lender's option,either (1) pay a reasonable rental for the use of the Property,or (2) vacate the Property Immediately upon the demand of Lender. Other Remedies. Lender shad 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,Grantor hereby waives any and all right to hove the Property marshalled. In exercising Its rights and remedies,Lender shag be free to sed all or any part of the Property together Of separately,in one sale or by separate sales. Laurer shag be entitled to bid at any pubdc sale on all or any portion of the Property. Notice of Salo. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any Private sale or other Intended,disposition of the Personal Propery Is to be meds. Unless otherwise required by applicable law,reasonable notice shag mean notice given at least ten 110) days before the time of the sale or disposition. Any sale of the Personal Property may be made In conjunction with any sale of the Real Property. Election of Ranedies. Election by Lender to pursue any remedy shag 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,shad not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shag be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Defautt,or in any way to brit or restrict the rights and ability of Lender to proceed i n MORTGAGE (Continued) page to directly against Grantor and/or against ally other co-maker,guarantor,surety Or endorser aid/or to proceed against any other collateral directly or hrtd'aectly securing the Indebtedness. Attorneys'fees;Expenses. If Lender Institutes any suh or action to enforce any of the terms of this Mortgage, Lender shag be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at vial and reasonable eXal. Whether in not any court action is involved, and to the extent not prohibited by law, all peruses Lender incite unset in lender's opinion are necessary at arty time for the protection of its Interest or the enforcement of its rights shall become a pert of the indebtedness payable on demand and shall bear Interest at the Note rate from the date of the expenditure until repaid. Expenses covered by UMs paragraph all bear Lender'swithout l however strb)ect to any Limits under applicable law,Lender's reasonable attorneys'fees and legal expenses,whether or not there is a lawsuit,incktding reasonable attorneys'fees and expenses for bankruptcy proceedings fincluding efforts to modify or vacate any automatic stet'tt injunction),fees appeals,and aMk:ipated post;udgment collection services,.the cost of searching records, obtaining tits® any foreclosure reports), surveyors' reports, and a reports (including applicable law. Grantor also will appraisal tees and title insurance, to the extent permitted by pay any court costs,in addition to all other suns provided by law. NOTICES. Unless otherwise provided by appitcable lata,any notice required to be given under tide Mortgage shall be given in writing, and shag be effective when actually delivered, when actually received by telefocsimile (unless Otherwise regulred by law),when deposited with a nationally recogrlEaed overnight courier,or,K malted,when deposited In the United States mail as first Bass,cd or registered mail postage prepaid,directed to the addresses shown near the beginning Of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority change er this Mortgage shall be sent to Lender's address,as shown near the beginning of this Mortgage. Any party may rx a its address for notices under this Mortgage by giving formal written notice to the other parties,specffying that the purpose of the notice Is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law,H there is more than arta Grantor,any notice Oven by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following misoelillf"us WOVisions 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 shad be effective unless given in writing and argued by the party or parties sought to be charged or bound by the alteration or amendment Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shag furnish to Lender, upon request,a certified statement of net operating income received from the property during Grantor's previous fiscal year In such form and detail as Lender shell require. 'Net operating income"shall mean all cash receipts from the Property less an cash expenditures made in connection with the Operation of the Property. Caption Headings. Caption headings In this Mortgage are for convenience purposes only and are not to be used to or dethis fne the provisions of Mortgage. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising env right shag Operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provislon or any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of GraMor'e obligations as to any fume transactions: Wha rover the consent of Lender is requited under this Mortgage,the granting of such consent by Lender in any instance shall rot constitute continuing consent to subsequent instances where such consent is required and M all cases such consent may be granted or withheld in Ve sole discretion of Lender. SeverabilityIf a court of competent jurisdiction fords any provision of this Mortgage to be Illegal, Invalid, or unenforceable as to any circumstance, that fording shall not make the offending provision illegal, invalid, or tinenfarceable as to any other circumstance. If feasible,the offending provision shah be considered modified so that It becomes legal, valld and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from tide Mortgage. unless otherwise required by law, the illegality, Invalktity, or unenforceability of any provision of this Mortgage shall not affect the legality,validity a onforceabiity of provision of this Mortgage. any other Merger. There shag be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender In any capacity,w of Lender. ithout the written consent Successor intoresta. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shall be enforceable-by Lender and its successors and assigns. Time is of the Essence. Time is of the essence in the performance of this Mortgage. DEFINITIONS. The following capitalized words and terns shag have the following meanings when used In this Mortgage. Unless specifically stated to Ute contrary,all references to dollar amounts shall mean amounts in lawful money of the United Stores of America. Ws and terms lural shall includeUre'singular as the context ma require. orG and termsed Ili thelnnot ortherwise fined in thisMortgageshall include thir plural,and the pshag have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word"Borrower*means 1300 Market LLC and includes all co-signers end co-makers signing the Note and all their successors and assigns. Default. The word'Dafsult"means the Default set forth in this Mortgage in the section titled"Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment includingl limitation the Comprehensive Environmental Response, without 42 U.S.C.Section 9801;at a".("CERCLA"),the Superfrt�mArmendments and Reauthorization Aty Act of c tt of 1988amended, pub. 2 No.99-499('SARA"),the Hazardous Materials Transportation Act 49 U.S.C.Section 1801,at seq.,the Resource E Conservation and.Recovery Act 42 U.S.C.Section 8901,et seq.,or other applicable state or f or regulations adopted pursuant thereto. ederal laws,Mea, Event of Default. The words"Event of Default'mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word"Grantor"means 1300 Market,I.L.C. Guarantor. The word 'Guarantor" means any guaentor, suety, or accommodation paid of any of all of the Indebtedness. " MORTGAGE (Continued) Page 7 Guaranty. The word "Guaranty" means the guaranty guaranty of all or part of the Note. from Guarantor to Lender, including without limitation a g 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 to human health or the environment when improperly y P Present to potential hazard trans � periy used,treated,stored,disposed of,generated, manufactured, ported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or fisted under the Environmental Laws. The term"Hazardous Substances"also includes,without limitation, petroleum and Petroleum by-products or any fraction thereof and asbestos. Improvemernts. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest;and other amounts, costs and expenses Payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by this Mortgage, together with interest on such amounts as provided in Lender to discharge Grantor's obligations or expenses incurred by Lender to this Mortgage. Specifically, without enforce Grarntor's obligations under limitation,Indebtedness includes all amounts that may be indirectly secured.by the gross-Collateralization provision of this Mortgage. Lender. The word"Lender"means ORRSTOWN BANK,its successors-and•zssigns; Mortgage. The word"Mortgage"means this Mortgage between'irainTdr andbender. Note. The ward "Note" means the promissory note dated September 18, 2008; In the original principal amount of $1.818,7660.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory,note or agreement. The maturity date of the Note is September 18, 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 Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without liimitation a I insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words "Real Property"mean the.real property, interests and rights,as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness. Rents.. The word "Rents" means all present and future rents, revenues, income, issues, royalties, pro other benefits derived from the Property. fits, and GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS TO ITS TERMS. OF THIS MORTGAGE, AND GRANTOR AGREES THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS•MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: 1300 A KET By:%;. , ' « ..auiQE3:,J`'e'?73iiiF''"�i ;2.'k 4:• ctig�<3:<ti..M1i3: •.E?: ;h .:.-- ;sv;:i'<•iirt'�';:,-�.�'..;....;.� .2y...y;:�;;.;r::f>3`�q�"i •:;:%✓h?.'•;:r'•';z�:>•.;':ai;:i:;.r.< f>?o seat) P. n So ,•• ember of 1300 Market,LLC Signed,acknowledged and delivered in the presence of: X Witness X Witness CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK, herein is as follows: en%leo coewn_^erre -7-7 f MORTGAGE (Continued) Page 8 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OF I'MISYLVANIAP. ► 188 COUNTY OF ► On U s,t 1 r day of� Q YYI. �Q/1 2p 0� ,before me at the urMersigQd terry Public,personally appeared P.John Sopensky,Member 1300 Market.LLC,who acknowledged himself a herself to be the member or designated agent of 1300 Market,LLC . a Limited Lisbi6ty.Com Deny,and that he or she as such a membe or designated agent,being authorized to do so, executed the foregoing instrument for the Purposes therein co= d by signing the name f the Limited Liability Company by himself or herself as a member or designated agent. In witness whereof,I hereunto set my hand and HA NWEALTH OF PENNSYUAUIA NM"sow Kel O S,Cmf m%NtilmypLtk Notary c in and for the State of Stzillt N1ddNali Tvp:,CunDeAar10 Cmuiy CGfmIt1108b11 Eg*ftJurw2%2010 Member.Penlisyhllndt AseoelsUon of Notatke LASER PRO Lerwirg,Vef.5.41.00.004 COW.He and Financial Solutions,Inc. 1997,2008. All Rights Reserved. - PA c:1CFhLPL=3.FC TR-20804 PR-1 art —qMwwany SCHEDULE A (continued) File No.S1oo-834 Commitment No.S700,834 LEGAL DESCRIPTION Tract No.A ALL THAT CERTAIN tracts or parcels of land,with the improvements,situate thereon,together with all right,title, appurtenances and herediments thereunto appertaining, located In.the Borough of Lemoyne, Cumberland County,Pennsylvania,being more particularly described on Exhibit W attached hereto and made a part hereof. BEGINNING-at a point on the Northern right of way line of Market Street, said point'being more specifically located at the northeast comer of the intersection of Market Street and a'20 feet wide macadam alley;thence North 36 degrees 45 minutes 00 seconds West,along the Eastern line of.said alley,a distance of 388.59 feet to a point on the southern right of way line of Walnut-Street;thence North 66 degrees 01 minutes 41 seconds East, along the Southern right of way line of Walnut Street, a distance of 180 feet to a monument; thence South 24 degrees 15 minutes 00 seconds East,'along the Western line of lands now or formerly of Elby's Big Boy a distance of 185.55 feet to a point;thence South 70 degrees 20 minutes oo seconds West a distance of 19.57 feet to a point; thence South 10 degrees'40 minutes 00 seconds East, continuing along the Western fine of the aforesaid lands a distance of 200 feet to a monument on the Northam right of way line of Market Street thence South 70 degrees 20 minutes 00 seconds West along said Northern right of way line a distance of 60.60 feet to the point and place of BEGINNING. BEING Lots Nos.29,30 and 31 on the Master in Partitioris Plan of Rosene Farm,which Plan was prepared July 27, 1936 by C. Frank Wetzel, Master in Partition of the Estate of Caroline R. Haldeman at No.4 October Term, 1935. TRA, CT No.13 BEGINNING at a point at the Northeast comer of Tract A described above,also being the Southern line of Walnut Street,a 60 foot right of way;thence extending along the Northam line of Tract A and the Southem right of way line of Walnut Street South 66 degrees 01 minute 41 seconds West a distance of 180.00 feet to a point,said point being the Northwestern comer of Tract A;thence North 36 degrees 45 minutes 00 seconds West 61.52 feet to a' point n the Northern right of way line of Walnut Street;thence along said right of way line North 66 degrees 01 minute 41 seconds East a distance of 193.32 feet to apoint; thence South 24 degrees 15 minutes 00 seconds East a distance of 60.00 feet to the point and place of BEGINNING. HAVING THEREON erected a macadam parting lot ALTA Commitment ScheOule A fcontihu" ROBERT P.ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE . CARLISLE,PA 17013 717-240-6370 - Instrument Number-200831796 Recorded On 9/19/2008 At 10:00:17 AM *Total Pages-10 *Instrument Type-MORTGAGE Invoice Number-29255 User ID-MBL *Mortgagor-1300 MARKET LLC *Mortgagee-ORRSTOWN BANK *Customer-PA REAL ESTATE *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES - $21.50 RECORDER OF DEEDS This page is now part AFFORDABLE HOUSING $11.50 COUNTY ARCHIVES FEE $2.00 of this legal document. ROD ARCHIVES FEE $3.00 TOTAL PAID $48.50 I Certify this to be recorded in Cumberland County PA f v ,o i RECORDER O D DS "-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. EXHIBIT "C" a , c miT2YIai via?2RTy IDaNTITIc=cp m, urns 12-23-0269-029 - LSgOXli� BOata CWX8 MOISM 02/20/2013 SY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON.MCCOY d:ARTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (SM 23644 Cumberland County,State of Paasylvania Tia Map No.or Tax Panel Identi6catlon No.:12-21420-W l certify that the peWjW address ofthee Assignee is clo Sabal Financial Group,L.P.,4675 MacArthur Court,Suite 1550,Newport Hench,CA 92660 Nick 119m,41ont ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orretown Bunk, s Pennsytvsnia banking eorpors ion,having an arMress of 77 East King Sttret,,Shippensbrag,PA 17257(hereinafter refaTW to as"A�R0-).for value received,does by these presents,grant,sell, transfer, assign,convey and set over to *Upolis Portfolio,LHC,s Delaware limited Babaky company,its su mssors and assigns{hereinafter referred to as "Asaf&W having an address of do Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Ncvq ort Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510148 Loan Naas 1300 MARKET LLC Loan R eL 26476429M I I THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA, P.C. 100 North Broadway,Suite 26M Oklahoma City,OK 73102 Telephone: (888)2364W7 Cumberland Cmnty,State of Peonsybsnia Tax Map No.or Tax Papal Identification No,-- 12-21-0269429 I certify that the precise address of the Assignee is c/o Sabal Financial Group, L.P.,4675 MacArthur Court,Suite 1550,Newport Beach,CA 92660 ex 48�1000*0 � Nide rnellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orratown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257(hereinafter referred to as"AMigMf),for value received,does by these presents, grant, sell,transfer,assign,convey and set over to Magnolia Portfolio,LLC,it Delawarr limited liability company, its successors and assigns(hereinafter referred to as "AgIo eel having an address of c% Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMU Ref.:2510.148 Loan Name:1300 MARKET LLC Low Ref.:26476429001 ,i A+IartW dated September 18, 2008, executed by 1300 Market, LLC, the grantor, to Orrstown Bank, the Lender, recorded on September 19, 2008, as Instrument Number 200831796 in the Official Records of Cumberland County, State of Pennsylvania ("Recorder's Ofl'ice"I as the same may have been assigned,amended,supplemented,restated or modified(the"Mortgage"). The Mortgage covers the property described therein,less and except any portion of the property previously released and/or necouveyed. TO HAVE AND TO HOLD the same into said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. TEES ASSIGNMENT IS MADE WrMOVT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANIq AMO Ref:2510.148 Gan Name: 1300 MARKET U.0 iA=Rd:26476429001 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsyh►aula baking corporation By: Magnolia Port f ' , C,a limited liability company,its ria By: Name: R.Patterson Jackson Title: Authorized Signatory PAf,GL4&Q#- i* A-a- wtr t ar se J ACKNOWLEDGMENT X-^6ft*r1r4"ym6w• STATE OF CALIFORNIA } �@�do3�43 SS: COUNTY OF ORANGE ) On this day of February, 2013,. before me ally appeared IL Patterson Jackson, as Authorized Signatory for Magnolia Portfolio;LLC, a ware limited liability company,Attorney-in- Fact for Onstown Bank,a Pennsylvania banking ration,known to me or proved to me on the basis of satisfactory evidence to be the persons w xecutnd the foregoing instrument, and they thereupon duly acknowledged to me that they execut same to be their free act and deed. WITNESS my hand and official seal. My commission expires: blame of Notary: AMO Ref.:25 10'143 Loan Name:1300 MARKET LLC: Loan Ref.:25476429001 State of California ) County of Orange ) On February 2013,before me,Lynn Mattson,Notary Public,personally appeared R. Patterson Jac n, proved to me on the basis of satisfactory evidence to be the person whose name is su ribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WII NESS my hand and official seal. LYNN MTT8014 CcmoO 1930475 Notary f brie.Catiforaia orange couaty (SEAL) Co""" Ex k"Mar I7,20is NoWPublia gignaiture L.N-• V LVayV.IVVV f�y� y Vr � ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY >. I COURTHOUSE SQUARE CARLISLE,PA 17013 717-240.6370 Instrument Nwnber-201365560 Rrcnrded On=W2013 At 8:23:44 AM Told Pages-3 •Instmment Type-ASSIGNMENT OF MORTGAGE Invoice Number-129721 User ID-SW •Mortgagor- 1300 MARKET LLC •M0 tgsVe-MAGNOLIA PORTFOLIO LLC •Customer-SIMPLIFILE LC E-RECORDING "8855 S2ATa aRxr TM $o.so Certification Page STATS Jcs/Access To $23.50 JUSTWE DO NOT DETACH RECOWnis gags - $11.50 RUMMER or DEEDS per. Cminc"1011 $20.00 This page is now part F55s of this legal document. COUMT XR=nmq FSR $2.00 ROD ARCHras Fn $3.00 TOTAL PAID $50.50 I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS "-Inky n dm deaWd by am asMitk aur etaap brim rhe iermadim a aoe 9 and=q pot be Mkehd=d*Parc VERIFICATION hereby states that h /she s of SABAL FINANCIAL GROUP, P,moi gage servicing agent for Plaintiff in this matter,that he/as authorized to make this Verification,and verify that the stat ents made in the foregoing Civil Action in Mortgage Foreclosure are true and correct to the best of hi=formation' formation 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 appropriate 'ndivi ual to make this Verification pursuant to Pa.R.C.P. 1024(c). Name: Title: Company. tia Date: Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY E -0 ;. i{hE PROTHON TIJ,, l:iumbo{, C `t SEP 22 PM 2: 29 CUMBERLAND COUNTY PENNSYLVANIA Magnolia Portfolio, LLC, a Delaware limited liability company, assigne vs. 1300 Market, LLC Case Number 2014-5197 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 handing a true copy to a person representing themselves to be John Sopensky, Owner, who accepted as "Adult Person in Charge" for 1300 Market, LLC at 1300 Market Street, Suite 12, Lemoyne, PA 17043. N GU ALL, DEPUTY SHERIFF COST: $46.08 SO ANSWERS, September 16, 2014 RONNY R ANDERSON, SHERIFF (c) CountySute Sheriff, Teieosefi, Inc.