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Home My WebLink About14-5581 tr t Supreme Courtof>Pennsylvania /5� ? �� Court'4,Common,Pleas For Prothonotary Use Only: CiAl'CoverSheet ll Docket No: Cumberland County The information collected on this form is used solely.ror court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by 10141 or rules of court. Commencement of Action: S 'x Complaint 0 Writ of Summons Petition Transfer from Another Jurisdiction rl Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: Magnolia Portfolio, LLC Julie A. Cassidy T Dollar Amount Requested: Owithin arbitration limits I. Are money damages requested? D Yes El No (check one) z outside arbitration limits O N Is this a Class Action Suit? Yes rl?75 No Is this an MDJAppeal? Yes X, No A Name of Plaintiff/Appellant's Attorney: Stephanie E. DiVittore, Esquire Check here if you have no attorney(are a Self-Represented Pro Sed Litigant) Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim,check the one that you consider most important. TORT(do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS Intentional 0 Buyer Plaintiff Administrative Agencies Malicious Prosecution E3 Debt Collection:Credit Card 0 Board of Assessment E] Motor Vehicle E] Debt Collection: Other F1 Board of Elections Nuisance C! Dept.of Transportation 0 Premises Liability L:! Statutory Appeal:Other S Product Liability (does not include mass tort) [3 Employment Dispute: E � Slander/Libel/Defamation Discrimination C` Other: [3 Employment Dispute: Other 0 Zoning Board rl Other: T I 0 Other: O MASS TORT 0 Asbestos N 1 Tobacco G' Toxic Tort-DES Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS 0 Toxic Waste 0 Ejectment 0 Common Law/Statutory Arbitration 0 Other: 0 Eminent Domain/Condemnation 0 Declaratory Judgment B El Ground Rent F� Mandamus 0 Landlord/Tenant Disputed Non-Domestic Relations 0 Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY IX Mortgage Foreclosure:Commercial Quo Warranto 0 Dental 0 Partition El Replevin Legal 0 Quiet Title rl Other: 0 Medical E] Other: 0 Other Professional: Updated 1/1/2011 D MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION- MORTGAGE : FORECLOSURE JULIE A. CASSIDY, NO. Defendant 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 OR YOU CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP, IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Court Administrator 0 Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 'C`� Fri _ri -�- to r Lawyer Referral Service r� , 4t Floor, Cumberland County Courthouse :T Carlisle, PA 17013 (717) 240-6200 :Z: Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 AVISO USTED HA SIDE DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las 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 propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 Stephanie E.DiVittore,Esquire Attorney T.D.No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie,Esquire Attorney I.D. No. 2081.16 ksal lie@rhoads-sinon.com RHOADS& SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717)233-5731 Fax: (717)231-6637 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION- MORTGAGE : FORECLOSURE JULIE A. CASSIDY, : NO. Defendant COMPLAINT IN MORTGAGE FORECLOSURE NOW COMES Plaintiff Magnolia Portfolio, LLC, by and through its attorneys, Rhoads & Sinon LLP, and files the within Complaint in Mortgage Foreclosure. In support, Magnolia Portfolio, LLC avers as follows: 1. Plaintiff Magnolia Portfolio, LLC (the "Lender") is a Delaware limited liability company with its principal place of business at 4675 Macarthur Court, Suite 1550, Newport Beach, California 92660. 2. Defendant Julie A. Cassidy is an adult individual with an address of 18 Log Cabin Road, Newvjlle, Cumberland County, Pennsylvania 17421. 963195.1 COUNT MORTGAGE FORECLOSURE 3. Magnolia incorporates herein by reference Paragraphs 1 through 2 above. 4. Magnolia brings this action to foreclosure upon a mortgage dated as of November 15„ 2007 between Michael J. Cassidy and Julie A. Cassidy, as grantors, and Orrstown Bank, as lender (the "Mortgage"). (A copy of the Mortgage is attached hereto as Exhibit "A" and incorporated herein by reference). 5. The Mortgage secured the amount of$125,000 and was recorded in the Office of the Recorder of Deeds, Cumberland County, Pennsylvania on December 11, 2007, as Instrument No. 200746000. (Exhibit A). 6. The Mortgage secures a Promissory Note executed and delivered by G & C Associates to Orrstown Bank on or about November 15, 2007 in the amount of $125,000. (A copy of the Promissory Note is attached hereto as Exhibit `B" and incorporated herein by reference). 7. Lender Magnolia is successor by assignment to Orrstown Bank, as on or about February 5, 2013, Orrstown Bank assigned all of its right, title and interest in the Mortgage and Note to Magnolia Portfolio, LLC. (Copies of the Assignments are attached hereto as Exhibit "C" and incorporated herein by reference). The Assignment of Mortgage was recorded in the Office of the Recorder of Deeds, Cumberland County, Pennsylvania on February 12, 2013 as Instrument No. 201304681. 8. The property subject to the Mortgage for which the Lender seeks foreclosure is comprised of one tract located in the Borough of Shippensburg, Cumberland County, Pennsylvania with an address of 128 East King Street, Shippensburg, Cumberland County, Pennsylvania and is more fully described in Exhibit A to the Mortgage. 9. The property is not a residential property. 10. Pursuant to Rule 1142 of the Pennsylvania Rules of Civil Procedure, venue is proper as the mortgaged property is located entirely within Cumberland County. Pa. R. Civ. P. 1142. 11. Julie A. Cassidy is the fee owner of the property subject to the Mortgage upon which foreclosure is sought, as it was previously owned by Michael J. Cassidy and Julie A. Cassidy, husband and wife, and Michael J. Cassidy is now deceased. 12. The real property at issue in this action is not subject to any obligations subordinate to the $125,000 Mortgage upon which the Lender proceeds to foreclose. 13. Pursuant to the terms of the Note securing the Mortgage, the Mortgagor was to make payments as follows: Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of$1,034.88 each, beginning December 15, 2007, with interest calculated on the unpaid principal balances at an initial discounted interest rate of 7.750% per annum; and 180 monthly consecutive principal and interest payments in the initial amount of $1,083.18 each, beginning December 15, 2012, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 7.500%), plus a margin of 1.000%, resulting in an initial interest rate of 8.500%. Borrower's final payment will be due on November 15, 2027 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. (Exhibit B —Promissory Note, p. 1). 14. An Event of Default has occurred under the terms of the Note, as the Borrower failed to make payments when due. (Exhibit B—Note). 15. On June 19, 2014, Sabal Financial Group, L.P., as servicing agent for Magnolia Portfolio, LLC, the Lender notified the Borrower of her default and demanded payment in full. (A copy of the Demand Notice is attached hereto as Exhibit "D" and incorporated herein by reference). r 16. As of July 29, 2014, the amount due and owing on the Note (inclusive of accrued interest, late charges and other charges) that is secured by a pledge of the Mortgage is $122,929.34 itemized as follows: (a) Unpaid Principal $ 105,727.82 (b) Unpaid Interest $ 10,784.69 (c) Late Charges $ 920.72 (d) Attorneys' Fees It 5,496.11 TOTAL 122 929.34 17. The Lender seeks to exercise its right to foreclose on the Mortgage pledged as collateral for the Note. WHEREFORE plaintiff Magnolia Portfolio, LLC respectful) judgment of mortgage foreclosure against the mortgaged r Y requests this Court enter costs advanced by Plaintiff and interest accruing at a g Property for $423,298.35 plus all other per diem rate of$21.49 and order a judicial sale of the interests of the Mortgagor in the mortgaged premises. Respectfully submitted, RHOADS & SINON LLP By: `� Stephanie E. DiVittore Attorney I.D. No. 85906 sdivittorhoads Sinn„ Kathryn D. Sallie �iil Attorney I.D. No. 208116 ksallienrhoads smon com One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC VERIFICATION Ann Hempfling, Asset Manager of Sabal Finanical Group, L.P., servicing agent for Magnolia Portfolio,LLC, deposes and says,subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities, that she makes this verification by her authority as such officer and that the facts set forth in the foregoing Complaint are true and correct to the best of her knowledge, information and belief. h Li Date Ann Hemp in , anager Sabal Financial GrUILL.P. EXHIBIT A Parcel Identification Number: RECORDATION REQUESTED BY: ORRSTOWN BANK KING STREET OFFICE 77 EAST KING STREET SHIPPENSBURG,PA 17257 WHEN RECORDED MAIL TO: ORRS70WN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA 17257 FOR RECORQER'S USE ONLY MORTGAGE Amount Secured Hereby: $125,000,00 THIS MORTGAGE dated November 15, 2007, is made and executed between Michael J. Cassidy and Julie A. Cassidy, whose address is 3 Rockwell Court, Carlisle, PA 17013 _ (referred to below as "Grantor") and ORRSTOWN BANK, whose address is 77 EAST KING STREET,SHIPPENSBURG,PA 17257(referred to below as"Lender"). GRANT OF MORTGAGE For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases,confirms and mortgages to Lander all of Grantor's right title,and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures;all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and remainders with respect thereto;all water,water rights,watercourses and ditch rights(Including stock in utilities with ditch or irrigation rights): and all other rights, royalties, and profits relating to the real property,including without limitation all minerals,oil,gas,geothermal and similar matters,(the"Real Property")located in Cumberland County,Commonwealth of Pennsylvania: See attached The Real Property or its address is commonly known as 128 E. King Street,Shippensburg, PA 17257. CROSS4OLLATERALRATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities.plus Interest thereon,of either Grantor or Borrower to Lender,or any one or more of them,as well as all claims by Lender against Borrower and Grantor or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note,whether voluntary or otherwise,whether due or not due,direct or indirect, determined or undetermined,absolute or contingent,liquidated or unliquidated,whether Borrower or Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of(imitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right,title,and interest in and to all present and future leases of the Property and all Rents from the Property. In addition,Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any"one action'or'anti-deficiency" law, or any other law which may prevent Lander from bringing any action against Grantor, including a claim for deficiency to the extent Lander is otherwise entitled to a claim for deficiency,before or after Lender's commencement or completion of any foreclosure action,either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (e) this Mortgage Is executed at Borrower's request and not at the request of Lender, (b)Grantor hes the full power,right,and authority to enter into this Mortgage and to hypothecate the Property: (cl the provisions of this Mortgage do not conflict with,or result in a default under any agreement or other instrument binding upon Grantor and do not result In a violation df any law, regulation,court decree or order applicable to Grantor; (d)Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower(including without limitation the creditworthiness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage,Borrower and Grantor shall pay to Lender all Indebtedness secured by this Mortgage as it becomes due,and Borrower and Grantor shall strictly perform all Borrower's and Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain in possession and control of the Property; (2) use,operate or manage the Property;and (3) oollect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements,and maintenance necessary to preserve Its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (t) During the period of Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal, MORTGAGE (Continued) Page 2 release or threatened release of any Hazardous Substance by any person on,under,about or from the Property; (2) Grantor has no knowledge of,of reason to believe that there has been,except as previousty disclosed to and acknowledged by Lender in writing, (a) any breach or viotetion of any Environmental Laws, (b) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on,under,about of from the Property by any prior owners or occupants of the Property,or (c) any actual or threatened litigation or claims of arty kind by any person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor no,arty tenant.contractor,agent or other authorized user of the Property shell use,generate,manufacture,store,treat,dispose of or retease any Hazardous Substance on,under,about or from the Property;and (b) any such activity shell be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances. i eluding without limitation all Environmental Laws. Grantor authorizes Lender end Its agents to enter upon the Property to make such inspections and tests, at Grantor's expense,as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any resPDnslbility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigetig the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or otter costa under any such laws:and (2) agrees to indemnify,defend,and hold harmless Lender against any and at claims,losses. Babillties,damages,penalties,and expenses which Lender may directly or Indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation,manufacture, storage, disposal,release or threatened release occurring prior to Grantor's ownership or interest In the Property,whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to Indemnify and defend,shall survive the payment of the indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shag not be affected by Lender's acquisition of airy interest in the Property,whether by foreclosure or otherwise. Nuisance,Wass. Grantor shall not cause,conduct or permit any nuisance nor commit,permit,or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing.Granter will not remove,or grant to any other party the right to remove.any timber,minerals(including _oil and gas),coal,claysepria,soil.9 avel orrod products withqurt Lender's prior wrinen consent. _ Removed of improve w, Grantor shall not demolish or remove arty Improvements from the Real Property without Larder's prior written consent. As a condition to the removal of any Improvements.Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at West equal value. Lender's Right to Enter. Lenox and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws,ordinances, and regulations,now or hereafter in effect,of all governmental authorities applicable to the use or occupancy of the Property,Including without limitatlon,the Americans With Disabilities Act. Grantor may contest in good faith any such law,ordinance,or regulation and withhold compBence during any proceeding,including appropriate appeals, so long as Grantor hes notified lander in writing prior to doing to and to long as,In Lender's sok opinion,Lender's interests in the Property are not Jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lander,to protect Lender's Interest. Duty to Protect. Grantor agrees reicher to abandon or leave unattended the Property. Grantor shall do all other acts.In addiion to those acts set forth above in this section,which from the character and use of tit,-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 suers 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 Read Property. A"sale or transfer"means the conveyance of Red Property or any fight, title or interest in the Real Property;whether legal.beneficial or equitable:whether voluntary or involuntary;whether by outright sale,dead,Installment sale contract,land contract,contract for deed,leasehold interest with a term greater than three(3)years.lease-option contract,or by sale,assignment,or transfer of any beneficial interest In or to any land trust holding title to the Real Property,or by any other method of conveyance of an interest in the Real Property. However,this option shall not be exercised by Lander if such exercise is prohibited by federal law or by Pennsylvania low. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are pert of this Mortgage: Payment. Oranmr ahaa pay when due(and In all evens prior to delinquency)all taxes,payroll taxes,special taxes, assessments,water charges end sewer service charges levied against or on account of the Property.and shall pay when due all claims for work dons on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any Ilene having priority over or equal to the interest of Lender under this Mortgage, except for those hens specifically agreed to in writing by Lander,and except for the Ben of texas and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Gremor may withhold payment at any tax,assessment,or claim in connection with a good faith dispute over the obligation to pay,so long as Lender's interest In the Property is not jeopardized. It a lien arises or is fled as a result of nonpayment,Grantor shag within fifteen(16)days after the Tien*rises or,if a Ben is filed, within fifteen(15)dap afar Grantor has notice of the fling,secure the discharge of the lien,or if requested by Lerder,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender M on amount sufficient to discharge the lien plus any costs and reasonable attorneys'lees,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 Lander as an additional obligee under any surely bond fumieW in the contest proceedings. Evidence of Payment. Grantor shag upon demand fumM to Lender satisfactory evidence of payment of the taxes or assessments and shell authorize the appropriate governmental official to deliver to Lender at any Time a written statement of the taxes and assessments against the Property. Notice of Conasrucom. Grantor shag notify Lender at least fifteen(IS)days before arty work is tormented,any services are furnished,or any materials are supplied to the Property,if any mechanic's Ikn,materialmen's lien,or other lien could be"earned on account of the work,services,or materiels. Grantor will urpon request o1 Lander fum.'Dh to Lender advance assurances satisfactory to Lender that Grantor can and win pay the cost of such Improvements. i PROPERTY DAMAGE INSURAalCE. The following provisions relating to Insuring the Property are a part of this Mortgage: I MORTGAGE {Continued) Pegs 3 Maintenance of Inswenee. Grantor shall procure and maintain polices of fire insurance with standard extended coverage andaraementa on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause,and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance In such coverage amounts as Lender may request with Lender being named as additional Irsureds in such liability insurance policies. Additionally,Grantor shag maintain such other insurance,Including but not limited to hazard,business interruption and boiler insurance as Leader may require. Policies shell be written by such insurance companies and In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each Insurer containing a stlpulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lander and not containing arty disclaimer of the Insurer's liability for failure to give such notice. Each insurance policy also shell include an endorsement providing that coverage in favor of Lender will not be impa'ued in any way by any act,omission or default o1 Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as e special flood hazard area,Grantor,groes to obtain and maintain Federal Flood Insurance,it eveliable,within 45 days after notice is given by Lender that the Property is located in a special flood hazard arca,for the lug unpaid principal balance of the ban and ary prior Germ on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Appication of Proceeds. Grantor shall promptly notify Lander of arty baa or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen(15)days of the casualty. Whether or not Lender's security is impaired,Larder may,at Larder's election,receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of arty lien effecting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or replace the damaged or destroyed improvements in a manner satisfactory to Lender. Lender shell, upon satisfactory proof of such expenditure,pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration If Grantor is not In default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,Than to pay accrued interest,and the —— r ?iairder-if any,shag"lie epplisa to tine pnrielpal6elance af'tlte Indebte�ne�a. 1Fts+auf holds ariy proceeds'effer payment in full of the indebtedness,such proceeds shell be paid to Grantor as Grantor's interests may appear. LENDER'S EXPENDITURES. if any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor tails to oompty with arty provision of this Mortgage or ant Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shell not be obligated tot take any action that Lender deems appropriate,Including but not limited to discharging or paying all taxes,liens,security interests. encumbrances and other claims, at arty time levied or placed on the Property and paying all costs for Insuring, mointsinino and preserving the Property. An such expenditures incurred or paid by Lander for such purposes wgl then beef Interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any Installment payments to become due during either (1I the term of any applicable insurance policy:or (2) the remelting term of the Note:or ICI be treated as a balloon payment which will be due and payable at the Note's maturtty. The Mortgage also will secure payment of these amounts. Such right shag be In addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lander for all such expenses shag survive the entry of any mortgage foreclosure judgment. WARRANTY:DEFENSE OF TITLE. The following provisions retatkng to ownership of Lira Property are a part of this Mortgage: Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in toe simple, free and dear of all liens and encurnbrences other than those set forth in the Real Property description or in any tide insurance policy,title report,or final title opinion Issued in favor of,and accepted by,Lender In connection with this Mortgage,and (b)Grantor has the full right,power,and authority to execute and dafiver this Mortgage to Lander. Defense of Title. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the tltle to the Property agelnst the lawful claims of all persons. In the event any ection or proceeding is commenced that questions Grantor's title or the interest of Lender ander this Mortgage,Grantor shell defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shell be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice,and Grantor will deliver,or cause to be delivered.to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With laws. Grantor warrents that the Property and Grantor's use of the Property complies with an existing applicable laws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor In this Mortgage shall survive the execution and delivery of this Mortgage,shag be continuing in nature,and shall remain In full force and effect until such time as Borrower's Indebtedness shag be paid In full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedinga. If any proceeding In condemnation Is filed, Grantor shag promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in even proceeding.but Lender shell be entitled to participate In the proceedtq and to be represented in the proceeding by counsel of Ito own oholce,and Grantor will deliver or cause to be dellmed to Lander such instruments and documentation as may be requested by Lander from time to time to permit such participation. Application of Net Proceeds. If all or any pert of the Proporty is condemned by eminent domain proceedings or by any proceeding or purchase In lieu of condemnation,Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shag mean the award atter payment of all actual costa,expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: Current Taxes.Faits and Charges. Upon request by Lender,Grantor shell execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to pertaet and continue Lendar'a Ren on the Reel Property. Grantor shall reimburse Larder for all taxes, as destxtbad below, together with all expenses 5 MORTGAGE (Continued) Page 4 incurred In recording, perfecting or continuing this Mortgage, including without limitation all taxes, tees, documentary stamps,and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Borrower. Subsequent Taxes. if any tax to which this section applies Is enacted subsequent to the date of this Mortgage, this event shag have the same effect as an Event of Default.and Lander 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 12) contests the tax as provided above in the Taxes and Liens section and deposits with Larder cash or a sutftont corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lander shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by tender,Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security Interest in the Rents and Personal Property. In addition to recording this Mortgage in the reel property records,Lender may,at any time and without further authorization from Grantor,file executed counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall mimburse Lender for all expenses Incurred in perfecting or continuing this security Interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make It available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. -- -- Addresses:The-ma(Wig-addresses—of-Grantor iddbtwl-and-Lender lbboured-pa"-fromwhieh-informatican __— concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform CommerrJel Code)are as stated on the first page of tttis Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At env 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 at to Lender's designee,and when requested by Lender,cause to be filed,recorded,refiled,or rerecorded,as the case may be,at such times and In such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements,instruments of further assurance,certificates, and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete, perfect,continue,or preserve (1) Somower's and Grantor's obligations under the Nota,this Mortgage,and the Related Documents,and (21 the liens and sewrlty Interests created by this Mortgage as first and prior liens on the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by Low or Lender agrees to the contrary in writing.Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional AurdnotlralSoro. If Grantor falls to do arty of the things referred to In the preceding paragraph,Lender may do ao for and In the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby Irrevocably authorizes Lender to make,execute,deliver,file,record and do an other things as may be necessary or desirable, In Lender's We opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shell require Larder to take any such actions. FULL PERFORMANCE. If Borrower and Grantor pay all the Indebtedness when due,and Grantor atTwv&e performs all the obligations imposed upon Grantor oder this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay,if permitted by applicable low,arty reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Datsun. Borrower fails to make any payment when due under the Indebtedness. Dafath an Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of arty lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term.obligation,covenant or condition contained in this Mortgage or In arty of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any atter agreement between Lender and Borrower or Grantor. Fabs Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time tftereafter. Defective Col atxaiution. This Mortgage or arty of the Related Documents ceases to be in tug force and effect (including failure of any collateral document to create a vaid and perfected security Interest or lien)at any time and for any reason. Death or Insolvency. The dissolution or termination of Borrower's or Grantor's 6xhstence as a going business of the death of any partner,the insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrower's or Grantor's property,any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proosseings,whether by judicial proceeding, self-help, repossession or arty other method, by any creditor of Borrower or Grantor or by any governmental agency against arty property securtng the Indebtedness. This Includes a garnishment of any of Borrower's or Grantor's accounts,Including deposit accounts,with Lender. However,this Event of Default shell not apply If there Is a good pith dispute by Borrower of Gramor as to the validity or maisoneblaness of the claim which Is the basis of the creditor or forfeiture proceeding and H Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture MORTGAGE (Continued) Page 5 proceeding,in an amount determined by Lender,in its sole d scretion,as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Borrower or Grantor under the tarts of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. j 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 w disputes the validity of,or liability under,any Guaranty of the Indebtedness. In the event of a death,Lender, at its option,may,but shall not be required to,permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender,and,in doing so,cure any Event of Default. Adverse Change. A materiel adverse change occurs in Grantor's financlal condition, or Lander believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cue, If any default,other than a default In payment is curable and If Grantor has not been given a notice of a breach of the some provision of this Mortgage within the preceding twelve(12)months,it may be cured it Grantor,after receiving written notice from Lender demanding are of such default: (1) cures the default within fifteen(t 5)days;or (21 it the cure requires more than fifteen(15)days,immediately initiates steps which Lender deems in Lander's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's option,may exercise any one or more of the following rights and remedies,in addition to arty other rights or remedies provided by law: Accelerate Indebtedness. Lander shall have the right at Its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property. Lender shall have alt the rights and remedies of a secured party under the Uniform Commercial Code. Collett Rents. Lender shall have the right. without notice to Borrower or Grantor, to take possession of the Property end collect the Rents, including amounts past due and unpaid, and apply the not proceeds, over and above Lender's costs, against tte Indebtedness. In furtherance of this right,Lender may require any tenam or otter user of the Property to make payments of rent or use fees directly to Lander. If the Rents are collected by Lander,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 rights under this subparagraph either In person, by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the power to protect and preserve the Property,to operate the Property precadbig foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtadnasa. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shell exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as e receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest In all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere,as attorney for Lender and all persons claiming under or through Lander,to sign an agreement for entering in anycompetent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lander of possession of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage verified by affidavit,shag be a sufficient waren and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjiod ie!Safe. If permitted by applicable law,Lender may foreclose Grantor's interest In all or in any part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender alter application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property to sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor, Grantor shall become a tenant at sufferance of Lander or the purchaser of the Property and shall,at Lender's option,either 111 pay a reasonable rental for the use of the Property,or (Z) vocals the Property Immediately, upon the demand of Lender. Other Ramedas. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at low or in equity. Sale of the Property. To the extent permitted by applicable law,Borrower end Grantor hereby waive any and all right to have the Properly marshalled, In exercising Its rights and remedies,Lender shall be free to sell all or any pan of the Property together or separately,In one sale or by separate soles. Larder shall be entitled to bid at any Public sale on all or any portion of the Property. Notice of Sale. Lender stall give Grantor reaaonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at beat ten(10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any seta of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not excludo pursuit of any other remedy,and an election to make expenditures or to take acdon to perform an obligation of Grantor under this Mortgage,after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise he remedies. Nothing under this Mortgage or otherwise shall be construed so as to gmlt or restrict the rights and remedies available to MORTGAGE (Continued) Page 6 Lender following an Event of Default or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against arty other collateral directly or indirectly securing the indebtedness. Attorneys'Fess:Expenses. It Lender institutes any suit or action to enforce any of the terms of INS Mortgage, Lender stall be entitled to recover such sum as the cart may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, as reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights stall become a part of the Indebtedness payable on demand and shell bear interest at the Note rete from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation,however subject to any limits under applicable low.Lender's reasonable attorneys' fees and Lender's legal expenses,whether or not there is a lawsuit,including reasonable attorneys'fees and expenses for bankruptcy proceedings(Inckrding efforts to modify or vacate any automatic stay or injunctionl,appeals,and any anticipated post-judgment collection services, the cost of watching records, obtaining title reports Gncluding foreclosure reports), surveyors' reports, and appraisal tees and title insurance, to the extent permitted by applicable law. Grantor also will pay arty court costs,in addition to all other sums provided by low. NOTICES. Unless otherwise provided by applicable law,any notice required to be given under this Mortgage shell be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise rooted by law),when deposited with a nationally recognized overnight courier,or,if mailed,when deposited In the United States mail,as first class,certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. Ad copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address,as shown neer the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties,specifying that the purpose of tie notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all tines of Grantor's current address. Unless otherwise provided by applicable low,R there Is more than one Grantor,any notice given by Lender to cry Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions ere a pert of this Mortgage: Amendments. This Mortgage,together with any Related Docxrnents,constitutes the entire understanding and ------ ------— agreement-of-Cte-parties-es-to-ffie-mattem-set-tortn-in-this-Mortgage—No-afteration-of-or-amendment-to-thio----------------------- Mortgage shell be effective unless given in writing and signed by fie party or parties sought to be charged or bound by the alteration or amendment Annual Reports. if the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Larder,upon request,a certified statement of net operating Income received from the Property during Grantor's previous fiscal year In such form and detail as Lender shall require. 'Net operating income'shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Captlon Hasdiga. Caption headings In this Mortgage are for convenience purposes only and are not to be used to Interpret or define the provisions of this Mortgage. Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor,and all references to Borrower shell mean each and every Borrower. This mearts that each Grantor signing below is responsible for an obligations in this Mortgage. No Waiver by Lender. Lender shell 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 pert of Lender In exercising any right shag operate as a waiver of such right or any other right. A waiver by Lender of s provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations u to any future trensecWtis. Whenever the consent of Lender Is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and In ell cases such consent may be granted or withheld In the sole discretion of Lender. SovenobiBty. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, Invalid,or unenforceable as to any person or circumstance,that finding shell not make the offending provision illegal,invalid, or unenforceable as to any other person or circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified,it shag be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or urenforceiabgtry of any provision of this Mortgage shell not affect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shell be no merger of the Interest or estate created by this Mortgage with any other Interest or estate in the Property at arty time held by or for the benefit of Lender in any capacity,wMout the written consent of Lender. Successor Interests. The tams of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shag be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence In the performance of this Mortgage. DEFINITIONS. The following capitalized words and terms shell have the following meanings when used in this Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shell mean amounts In lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Sorrovrer. The word'Borrower'moan&G 6 C Associates and includes all co-signers and oo-makers signing the Note and all their successors and assigns, Default. The word'Default'means the Default set forth)n this Mortgage in the section titled'Default'. Environmental Laws. The words "Environmental Laws' mean any and all state, federal and local statutes. regulations and ordinances relating to the protection of human health or the environment. Including without limitation the Comprehensive Envirormentah Response,Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9801,at seq.i"CERCLA"I.the Supertund Amendments and Reauthorization Act of 1988,Pub.L. No.99499 I'SARA'),the Hazardous Materiels Transportation Act,49 U.S.C.Section 1801,of seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 8901,at seq.,or other applicable erste or federal laws,rules, or regulations adopted pursuant therein. Evan of Default. The words'Event of Default'mean any of the events of default set forth in this Mortgage In the events of default section of this Mortgage. MORTGAGE (Continued) Page 7 Grantor. The word'Grantor'means Michael J.Cassidy and Julie A.Cassidy. Guarantor. The word "Guarantor' means any guarantor,surety, or accommodation parry of any or all of the Indebtedness. Guaranty. The word'Guaranty' means the guaranty from Guarantor to Lender, including without limitation a guaranty of ell or part of the Note. Hazardous Substances. The words 'Hazardous Substances' mean materials that, because of their quantity, concentration or physical,chemical or infectious characteristics,may cause or pose a present or potential hazard to human health or the environment when improperly used,treated,stored,disposed of,generated,manufactured, transported or otherwise handled. The words'Hazardous Substances'are used In their very broadest sense and include without limitation any and all hazardous or toxic substances,materials or waste as defined by or listed tattler the Environmental Laws. The terns'Hazardous Substances'also includes,without limitation.Petroleum and petroleum by-products or any fraction thereof and asbestos. Impovements. 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 Doasnents,together with all renewals of,extensions of, modifications of, consol dations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided In this Mortgage. Specifically, without limitation,Indebtedness includes all amounts that may be indirectly secured by the Cross-Collaterelization provision of this Mortgage. Larder. The word'Lender"means ORRSTOWN BANK,its successors and assigns. Mortgage. The word'Mortgage'means this Mortgage between Grantor and Lender. _Note_The word 'Note' means_the_prpmisso_ry_note_deted_November__15,_2007_ULthe_Original_pdnCipal_—.—. amount of$12-5,000.00 from Borrower to Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of the Note Is November 15,2027.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words'Personal Property'mean all equipment,fixtures,and other articles of personal Property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Reel Property; together with all accessions,parts,and additions to,all replacements of,and all substitutiorts for, any of such property; and together with all proceeds (including without [imitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word'Property'means collectively the Real Property and the Personal Property. Real Property. The words'Real Property'mean the reel property,interests and rights,as lurcher described in this Mortgage. Related Documents. The wads 'Related Documents" meen all promissory rotes, credit agreements, loan agreements, environmental agreements, guaranties. security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word "Rents' means all present and future rents,revenues,income,issues, royalties,profits,and other benefits derived from the Property. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, GRANTOR: Xr;' a JCae) y Sig acknowle and delivered In the pr of: X Wittteas X g, To Witness a MORTGAGE (Continued) Page s i CERTIFICATE OF RESIDENCE I I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein i5 es follow KING STREET OFFICE.77 EAST KING STREET,SHIPPENSBURG,PA 17257 Attor y or nt for Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF ) /7 n this,the �T` day of /lifJU� .20 Q / ,before me the undersigned Notary Public,personally appeared Michael J.Cassidy and JUW A. Casstdy, known to me for t4tisfactorily proven) to be the person whose names are subscribed to the within instrument,and acknowledged that they executed the same for the purposes therein tains . ------- In_w tness_wheraof,I_hereunto-satiny hend.ard_ I L--_-- - _ -------•----- —----- -- - COMMONWEALTH OF PENNSYLVANA Notarial Seal Notary Public in endo the State of Rebecca L.Holly.Notary Pubic Stippensbwg Bao.Cunba'fand Cotnty Asy Catrdsyon EV res A,4 29 2006 Member,PennsyWanla Assoclaacn of Notaries ur+r+o..r..v...a.,00e,cm...r r,...r r......im.�...a.r.•......•••eurn..uooax n.,na,►, • n Schedule"A" ALL that certain lot of ground with improvements erected thereon situate on East King Street, in the Borough of Shippensburg,Cumberland County,Pennsylvania,bounded and described as follows: ON the North by East King Street;on the East by lot of ground now or formerly of James and Abigail Newberger,his wife;on the South by public alley;and on the West by a public alley and property now or formerly of Hazel Miller. BEING the western part of Lot No. 71 in the General Plan of the Borough of Shippensburg. Containing in front on East King Street 32 feet 2 inches and in depth running back to said alley on the South 257 feet,4 inches. ALSO BEING the same real estate that William E. Kronsberg and Karin B. Kronsberg,husband and wife,by their deed dated April 20,2001,and recorded in Cumberland County Deed Book 243, at Page 185,conveyed to Michael J. Cassidy and Julie A. Cassidy,husband and wife the - -----Mortgagors-herein. -- ------ ---- -- -- -- --- — ---- - ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY - 1 COURTHOUSE SQUARE CARLISLE,PA 17013 4 717-240-6370 _ Instrument Number-200746000 Recorded On 12/11/2007 At 1:57:37 PM *Total Pages- 10 *Instrument Type-MORTGAGE Invoice Number-10573 User ID-KW *Mortgagor-CASSIDY,.MICHAEL J *Mortgagee-ORRSTOWN BANK *Customer-SOUTH CENTRAL *FEES STATE-'WRIT-TAX--$O-.-50 — Cer-tif catiO.n Page - STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES - $21.50 RECORDER OF DEEDS AFFORDABLE HOUSING $11.50 This page is now part COUNTY ARCHIVES FEE $2.00 of this legal document. ROD ARCHIVES FEE $3.00 TOTAL PAID $48.50 I Certify this to be recorded in Cumberland County PA pyo C�� RECORDER O D DS A 7 1730 "-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. OOOCFH 11111111!I!I l l fl!I!I!I I I II! EXHIBIT B PROMISSORY MOTE Fir � iipai Ltran D��a} Maturi{.y Loan No � ceu Gc4 i Ao Jou it ��,;=erg 2a'�,�UVU,v} 7 1"I ,..�,Tvi i 71-491-902.0 I '_i S.s 7 E'SGG&3:1:3_ J��ai:10N �7;eierences in the c — and do ., t an a bQ �s �OVe or'enoef 5 use O"li\� no,lli7lf the ap,.^.I€�aDllit'✓ s��OC1;:ieni t-:' .S r✓-.�IC_iar Iran CI f;e^1. r.w- em above containing has bee- e^wed due to'ext !enc-h lim tatio.ns. Borrower: G &C Associates (TIN: 23.2343651) Lender: ORRSTOWN BANK 9974 Miiolly Pitcher Highway KING STREET OFFICE Shippensburg, PA 17257 77 EAST KING ST REET SHIPPENSBURG, PA 17257 Principal Amount: $125,000.00 Date of Nate: November 15, 2007 Miiaturi y Date: November 15, 2027 PROMISE T3 PAY. G & C Associates ("Borrower") promises to pay to ORRSTOWN SANK (`Lender"), or order, in lawful money of the United States of America,the principal amount of One Hundred Twenty-five Thousand &00,100 Dollars Is 125,000.00), together with interest on the unpaid principal balance from November 15, 2007, until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. if no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of $1,034.88 each, beginning December 15, 2007, with interest calculated on the unpaid prcicipal balances at an initial discounted interest rate of 7.750% per annum; and 180 monthly consecutive principal and interest payments in the initial amount of$1,083.18 each, beginning December 15, 2012, with interest calculated on the unpaid principal balances at an interest rate based on the(Nall Street Prime (currently 7.500°fo), plus a margin. of 1.000%, resulting in an initial interest rate of 8.500%. Borrower's final ,payment will be due on November 15, 2027 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365,1360 basis;that is, by applying the ratio of the annual interest rate over a year of 360 days,multiplied by the outstandingprincipal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. For the first 60 payments,the interest rate on this loan will be 7.750°I. nerea;,er,the interest rate an this Not is subject to change from time to time based on changes in an independent index which is the Wall Street Prime (the "index"). The Index is not necessarily the lowest rate charged by Lender on its loans. if the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.500% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five(5)years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shall decrease one percent 11.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not, unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay ail or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG, PA 17257, LATE CHARGE. if a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each.of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is.false or misleading in any material respect,either now or at the time made or furnished or becomes false f � PROMISSORY NOTE Login No: 71L8191,320 (GCrtinu,ed) Page 2 or misleading at any`Time thereE. ..,. D.ath or Insolvency. The dlssol..JOn Or tenminati0n Eorrovdc,'s ex.,3eri0$ as a going '.business or . .he Oea n. o a"y Pe'na7, one :^sOIVe,^, Borrower, the ppolrtmen. Ci a •e..aP✓a, tOr any ort of OC?OV.'C�\S property, ^:v aSSf-^^.,.e.._ 'Ji :`iE D:..^ ;L r'�i creditors, :.^:y .. J` Oi .,i.,,^.';tor workout, or the commencement of any proceeding under any bankruptcy cr inscivenCV laws b'V�or against�CrrC?"oar. Creditor or FOrfeiture Proc_edinds. Commencement of ioTeclos..re oliOrr,..tufe procee , gs, whlcthsr t iudici&! ruccading, soli-nesp, .epossession or any other method, by any Crediiof o BorfCiNer ..� Cy any overnmenta':egancy againsi any Collateral securing The .,.an. hos Includes a oarnis meat of-any of Borro'. er'a accounts including deposit acct ts, Y.' .. _ender. oivever, this Event of Default s^,a:i not apply there IS 'a good ;filth,dlSpL'ta by Borrower as to the Validity C, rcasor bigness Of the claim which is the basis of the Credito:' or fJ'Tc::vra p:'OCC..d1nG and' if Borrower gives Len;er writ:,... noti=ce Oi Ina ,,.,.cit.., Of f07-1eEture OCeec.ng an°.^.� apOcitS 1':'ih Lender mOn!eS or a surety V bonddyfor the creditor or forieiture proceeding, in an amour:: determined by Lander, in its sole discretion, as being ail adequate reserve or bond for the disputa. Events Affecting Guarantor. Any of the preceding events occurs with respect :o any Guarantor of any of the indebtedness or any C,uaranto' dies or badomes incompetent, or revokes or disputes the Validity of, or liability :under, any guaranty of the indebtedness evidenced by this Note. in the event of a death, Lender, at Its option, may, but shall not be required to, permit The Guarantors estate to assume unconditionally the obligations arising tinder the guaranty in as manner satisfactory to Lendei, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any cf the preceding events occurs with respect to any general partner of Bofrcwer or any general partner dies or becomes incompetent. Change In Ownership. Tne fesignation or expulsion of any general partner with an ownership interest of twenty-rive percent (25%) or more in Borrower, Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or pe,, ormance 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 dutiable 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 (11 5) days, or (2) ii the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If riot prohibited by applicable law, Borrower also will pay any court costs, in addition to ail other sums provided by law. JURY WAVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding, or counterclaim brought by either Lender or Borrower against the other. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking,savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts,and, at Lender's option, to administratively freeze all such accounts to allow Lender.to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated November 15, 2007,to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. If the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end,the Lender has the right to increase the interest rate charged 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(s) with us in excess of the available collected balance in the account(s). . SUCCESSOR INTERESTS, The terms of this Note shah be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257, GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand, if any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Y y PROMISSORY DOTE Loan No: 71=:818020 (Continued) Peoe 3 Ur :: any :hanve in, uie ,a,Tis Of:his Note and uMess O:herVCisc expressly si=tu in Writl'y, i0 ,lar:V who signs this ND'.=_, ,:.le V;l%r as rnaiC=,, Gi.lar'ai` wrn—mode-Jon mals( or emijorser, snail be :eleas-=d .,om I:ablii:y. Ali sac i . ::-les a:i9e i hat LenOer :n2y an?,. Or E);end (i 2�eEt ply and nor a^y Ieng-th of iimel this i0an OT :=Ie8Se aGv D•crN, 72:'.aei, Or gus—,a.i Or collazeray Or impair, Tall r- •Ze upon � ,.,,: ' t0 `mala i o.- Dade Lentler's se�U-t)i interest in the a0llateral; End ;alae a:y Otner ac:ion deemed ne3essarytby Lender vvithoL•t thee consent of Or notice 10 anvome, All SUCh pFF—des a!SO aag e2 :haat Lender MEY Modi-.V this Ivan wilhoui :Y consent, vi Or notice t0 anyone 0:her then :i:e ai V tY :ith v.-ori tle :moth-cation is made. The Di1Qa:lDns unje this Novie -27E JOM7, Eno SeVerEl. 17 any DOrZiOn, Ci this NO:e is nor any reason 9etermin-0 t0 b unenforceEbie, it will n0: =_-ect the enforceability of any Daher provisions of this Note. ✓ COtiFESSION OF JUDGMENT. B:,FROWER ,LEIREBY IRREVOCABLY AUTHORi=ES AND EI,FPOWERS ANY ATTORNEY " - : ROTi;GNCTAPY 0= CLERK OF ANY COURT IN -,.= COil,t✓ONi1'11EALTH OF PENNSYLVANIA, OR ELSE'Jt;ERE, -10 A,=TEAR AT ANY TIF✓E FOR BORROWER AFTER A. DEFAULT UNDER THIS NOTE AND WJTH OR 'WITHOUT C01AFILAINiT FILED, CCNFESS OR ENTER JUDGIJ;ENT AGAINST 30R ^''ER FOR THE ENTRE PRINCIPAL BALANCE H, ' � IN-,, LATE CH i 1 B 0=THIS NOTE AND ALL ACCRUED I:. i, ,T� CHARGES it �Y ,. ..cS AI��, AN At�D ALL AMOUN T a EXPENDED OR ADVANCED EY LENDER RELATING TO ANY COL LATERAL SECURING THIS NOTE T OGS i HER WITH COSTS OF SUIT, AND AN ATTORNEY-S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL SALANCE AND ACCR LIED iNTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGIAENTS ONE OR MORE EXECUTIONS MAY ISSUE iMMEDIA T ELY; AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL ZBE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDG3101ENT AGAINIST BORROWER SHALL NOT I5E EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIDE TO TIME AND AT ALL T1tJIES UNTIL FA1't✓ENT INi FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BO'P,Oin'ER HEREBY WAIVES ANY RIGHT BORROWER MiAY 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 JUDGA/iENT PROVISION TO BDRROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDE FIEND ENT 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 RcCFjPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND If IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: G &C ASSOCIATES By: ✓ (Seal) BY: (Seal) Michael J. Cas Gen artner of G & C Ju a A. Cass( , LGenera artner g� G & C Associates lociates LASER PRD{etMey.V, E_7EACM1 Com.Hr1md Fete W SeWIbn eta 1997,2W7. M:Alptt RWe . .>A r%CRZP.1132D.FC 7F-17;3E oR.t DISCLOSURE FOR CONFESSION OF JvDGMENT ircipat ton e t F{star�Y # Loan o i Cat:;Cats Cast. t?-f: r tnt;: s Ga a33 e erences in -.`,e boxes abovee Tor Lender's use Only and Co nCi Ili^.,he Epplicabllit, '-i ds C;,CU^1cri i' 1iD 5V j��ilo,.lai IOcn or ;-L--M. l Any iitem abo ve co-'airinc ",x` t:as beer: omi4eo due to te:a ienolimitations. Declarant: G& C As=sociates (TIN: 23-22436651) LEnder. ORr^,STOINN BANK 9974 Molly Pitcher Highway KING STREET OFFICE Shippensburg, PA 17257 77 EAST MING STREE'. SHiPPENSBURG, PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS 1$'� DAY OF e r 20 0 A PROMISSORY NOTE FOR $125,000.00 OBLIGATING DECLARANT To REPAY THAT AMOUNT. A, THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION TY,AT 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'JdAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT,AND THE UNDERSIGNED EXPRESSLY AGREES AND.CONSENTS TO LENDER'S ENTERING JUDGMENT AGAi ' T DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDWOEINT PROVISION. INITIALS: ��-"^ r\1•.� B. THE UNDERSIGD FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHO T ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER,AFTER ENTRY OF JUDGMENT,AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING,TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS,AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER_ PE IT fDjY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS:C. AFTER HAVI G RAND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT: INITIALS QCDECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE 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: G &CA SSOCIATES By: (Seal) mi6h,drel J. Cas ' , ral Partner of G & C Associates By .: (Seal) Jul assi y, a ner of G & C As ciates EXHIBIT C THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: - -----------ANDERSON-MCCAY-&-ORA,P C�-- ------ -------- -------- ------ 100 North Broadway, Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Ta:Map No.or Tex Parcel Identification No.:33-34-2415-089 I certify that the precise address of the Assignee is c/o Sabal Financial Group, L.P.,4675 MacArthur Court,Suite 1550,Ne rt Beach,CA 92660 el Nickarzellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as "Assignor'), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC,a Delaware limited liability company, its successors and assigns (hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2310.015 Loan Name:G&C ASSOCIATES Loan Ref.:714819020 STATE OF CALIFORNIA ) COUNTY OF ORANGE) On February 5, 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/aee subscribed to the within instrument and acknowledged to me that he/she/the} executed the same in his1her/dieif authorized capacity(ies),and that by his/hef/theif signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. LYNN MATTSON —1 Commission C 1930475 z '4 Notary Public.California i orange County Signat EAL} M Comm.Expires Mar 27.2015 kSiat[treof Notary P blic s e ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY I COURTHOUSE SQUARE . a CARLISLE, PA 17013 L 717-240-6370 Instrument Number-201304681 Recorded On 2/12/2013 At 8:23:11 AM •Tota!Pages-5 "Instrument Type- kSSIGNMENT OF MORTGAGE Invoice Number- 129091 User ID -BMM 'Mortgagor-CASSIDY, MICl3AEL J "Mortgagee- MAGNOLIA PORTFOLIO LLC "Customer-SIMPLIFILE LC&RECORDING ' FEES STATE—WRIT—TAX --X90.5.0 Certificatian-Page - - STATE JCS/ACCRSS TO $23.50 JUSTICa DO NOT DETACH RECORDING FEES - $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEB $3.00 TOTAL PAID $50.50 I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS '-ittrorwation denoted by an asterisk may change during 1be verdicuion process and tray not be reflected on this page. CSRTIPIID PROYB.Rn IV3NTIPIGTION 7MMIRS 33-34-2415-069 - 88IPP-x1=LR CCOIS RSOISM 02/12/2013 87 TB THIS DOCUMENT FREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,F.C, -- 100-North — Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tax Parcel IdentWeadon No.:33`34-2415-489 1 certify that the precise address of the Assignee is c/o Sabal Financial Group,L.R,4675 MacArthur Court, Suite 1550,Newport Beech,CA 92660 ea=40� Nick lone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, A Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257(hereinafter referred to as "AM!gner"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC,a Delaware limited liability company, its successors and assigns(hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO RcE:2510.015 Lata Namc:G&C ASSOCIATES Loan Ref:714819020 n � — THIS DOCUMENT PREPARED BY AND UPON RECORDATION, RETURN TO: ------AN'DERSON-MGGGY-&-0R�TA-P:C ---- ----------- 100 North Broadway, Suite 2600 Oklahoma City, OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Ta:Map No.or Tax Parcel Identification No.:33-34-2415-089 l certify that the precise address of the Assignee is c/o Sabal Financial Group, L.R, 4675 MacArthur Court,Suite 1550,Newport Beach, CA 92650 Nick llone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257(hereinafter referred to as "Assignor"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company, its successors and assigns(hereinafter referred to as "Assignee" having an address cf c/o Sabal Financial Group, L.P., 4675 j MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510,0I5 Loan Num:G&C ASSOCIATES Loan Rd:714819020 Assi>,nment of Rents dated November 15, 2007 (the "Assignment of Rents"), made by Michael J. Cassidy and Julie A. Cassidy, in favor of Orrstoxm Bank, recorded December 11, 2007, as Instrument Number 200746401 in the Real Estate Records of Cumberland County, State of Pennsylvania ("Real Estate Records"); Any notes and or other agreements evidencing the indebtedness and/or the obligations secured by the recorded loan documents indentified above;and Any and all other documents and instruments evidencing, securing andlor relating to the indebtedness and/or obligations secured by the recorded loan documents identified above. The Assignment of Rents covers the property described therein, less and except any portion of the property previously released and/or-reconveyed. _--- —— --------------�_..------ SEE ATTACHED EXHIBIT A TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC, ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY ASSIGNOR, [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Ret:2510.015 Loan Name:G&C ASSOCIATES Loan Rd.;714819020 tN WITNESS WHEREOF, Assignor has caused this instrument to be executed this day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfolio,LLC,a Delaw re limited liability company,I- .L— Name: By: R. Patterson Jackson isle: Authorized Signatory kimR �dQd�"�,n�CiQy3D,�13 65 3 ACKNOWLEDGMENT �)Lm W c3Q363—Z*3 STATE OF CALIFORNIA ) SS: COUNTY OF ORANGE ) On this day of February, 2013, before me personally apPatterson Jackson, as Authorized Signatory for Magnolia Portfolio, LLC, a Delaware H ability company, Attorney-in- ' li Fact for Orrstown Bank,a Pennsylvania banking corporation, wn to me or proved to me on the basis of satisfactory evidence to be the persons who execute a foregoing instrument, and they thereupon duly acknowledged to me that they executed the sa o be their free act and deed. WITNESS my hand and official seal. My commission expires: Name of Notary: AMO Rd;2510.015 Loan Name:6&CJ ASSOCIATES Loan Rd.:714819020 STATE OF CALIFORINIA) COL-NTY OF ORANGE) On February 5, 2013, before me, Lynn Mattson,Notary Public, personally appeared R. Patterson Jackson,who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/dwey executed the same in his4e5=lt &authorized capacity(),and that by his/her/them signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the taws of the State of California that the foregoing paragraph is true and correct. WITLESS my hand and official seal. LYNN MATfSGN LYNN � t93D475 Notary Pubfit. California ; SEAL grange County > Signat ) M Comm.Expires Mar 27.2015 4;pSi ature of Notary ublic ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY I COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-M370 l� � ■ t Instrument Number- 201304682 Recorded On 21122013 At S:Z3:12 AM 'Total Pages- 5 •Instrument Type -ASSIGNMENT Invoice Number- 1294}91 User ID-BNIM "Grantor-CASSIDY, MICHAEL J •Grantee-MAGNOL14 PORTFOLIO LLC •Custumer-SIMPLIFILE LC &RECORDING •FEES STATE BRIT—TAX- ---,0-SO — - ---..Certification-Page— .---- -------- RECORDINO FEES - $11.50 RZCORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES COUNTY ARCHMS FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $27.00 I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS •-[nformaUa n denoted by an asteri.k atkr change during the v"Ukatfon proc"s and wAy oat be rdkrted an this page. ASSIGNMENT OF SECURITY DOCUMENTS ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION, ("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets-over and conveys to MAGNOLIA PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, its successors and assigns ("Assignee"), without recourse to the Assignor, and without representations, warranties or covenants, express or implied, written or oral, by the Assigner, all right, title and interest of the Assignor in and to the loan identified on Exhibit A attached hereto (the "Loan"), including without limitation all of Assignor 's right, title and interest in any guaranties, loan participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Loan.. - --- Dated this of February, 2013 - _—— _- __—_- ---- --- -------- ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: MAGNOLIA PORTFOLIO, LLC, a Delaware limited li it company, its Attomey-in-Fact By: Name: R. Patterson Jackson Title: Authorized Signatory AMO Ref.: 25M.015 0.015 Loan Name: G&C ASSOCIATES Loan Rcf-:714819020 EXHIBIT"A" TO ASSIGNMENT OF SECURITY DOCUMENTS That certain loan dated November 15, 2007, in the stated original principal amount of $125,000.00, executed by G & C Associates to Orrstown Bank, which is secured by property located in Cumberland County, State of Pennsylvania. AMO Ref.: 2510.015 Loan Namc: G&C ASSOCIATES Loan Ref.:714919020 EXHIBIT D (7;1, 7 RHu"A,T)"S SINO�N M! �Mffl; MENAMMUMM AL"inc I Ltil Re: DEMAND NOTICE VIA FEDERAL LXPRESS. Hlpp. Esqulrc Mleto Evans C '\�Woods'cic K 401 North Front Street P.O. '13 0 N 5 9'.)0 H'arrisbUll'.', PA 17110-0950 Dear Mr. Hipp: "I I N.Ve represent Sabal Financial Group, L.P.. as servicing, agent for N01',1-1,10 POVT LfO HO, LLC ,Lender") v,-ho purchased those certain loans made to C&C Associates, beim more specifically identified as Loan Nos. 104182-001, 104186-001t 104187-001 and 1041881_001, which such loans are Lwaranteed by Michael and Julie Cassidy. it is our understanding that you represent G&C Associates and Michael and Julie C-assidy (collectively, the "Obligors".), and that you will share this Notice with your clients. If that is not the case, please advise Lis within the next three (1) days so that v can re-deliver this notice accordingly. The foregoing loans may be refen-ed to herein as each a ;,Loann' and. collectively. the 1 1-v thevarious -1-oans". Capitalized terms Used herein shall have the meaninos attributedthereto )- t loan documents associated \V1111 T11C Loans (the "Loan Documents ') unless otherwise defined herein. As VOLI may know, the Loans vvere in default at the time. Lender purchased them and I since that tin-le. the ObliZ�oi-s have inadc clTorts to mjLc payrnenis and rehabilitate the Loans. g Unfortunately. the Oblic:,,ors have not made consistent or timely payments as required under the Loan Documents, and therefore, the Loans continue to be in default. The failure to make timely payments On the Loans Constitutes an event of default, under the Loan Documents (the "EvenTs of Dcffiult"). As a rcsnil-L of the Evenis of Default. -thC Lender `,vas and continues to be entitled to pursue Ilimitation, C v,,jriotis rights and remedies under the Loan DOGUrnCilLS, including, without th acc.cleration of all of the indebtedness that is owed by the Obligors to the Lender under the Loan One South viariet Square, 12th Floor - P.O. Pox 1146 Harrisburg, PA 171 D8-1146 - phi 717.233.5731 rl`'4 rl.;S 1 29 DovOin Forge Road • Exton, PA 19341 - ph: 610.423.4200 - fax: 610.423.4201 1 h o I':7_ I C_!S:ll'C: IIL U I L"I_i ti cU I l�,,:Ljo n or ("Alt-1e!-110,11-CCITICIIT of 111 t 1 e il Cj 1 S SOC"Ll! il!'�V C 1' 3 11 ()f 1 1"C C:I-)I a 1 C �I I s�.c�,I I-11-3 c, I C i I I"!c lo t C d 11(:S s 1, -"1, 1 1 t;f"n �Lcl- the I c,an DUC LIM,Cn LS. Ack:urdlnL,Iv. \-'_W and 1.11,- Obliuors ae llerebv notitle-d that: • Interest shaj I colitilluc to ,ICCjrj,1C on the LlIjn,,jiC! pl-�IIC:Ipal balance L:11 the default intere",-I rale of U'Ztt P�_,Ntnt k3 .,0) over the curreni appl:'cahle ira,,t nFc.ach Loin. • Thc I.Cil Ciel' is Licularing the Loai-S iinnicclilatelY due and navablt. The oulslandil"I'a pylncM il a! and accrued hiie-rest under the Lnan; as of MaN 0. 2014 i's as 1011 ows: PI Default rincipt UnpaidTotal Loan # Balance Interest Late Fees I Other Fees _interest_ Due 21 I 18 2 0 C,I S-) 15.03 529.709.69 511. 11.74 ' S 16,0 8'2.0 1 S 12.0 1 90 S' 6.4- 7 35.01 1 )04 1 S'6-00 I S_4,. 5 ,20 . 0 S .359.(i' S- ,836._8 : S2 1,498.4 S I'S.8 14.28 S418,711. 4-4 10 27.c'.256,573.1 $812.40 55,496.i 1 4'.,4 104 18 8-00 1 S 1.272,796.88 5123.731.9? 1 59,614.10 S7,458.70 j 574,2+9.)8 S 1,481,830.83 Total Amount Due S2,304,-522,81 Notvvlthstandlng the fact that the Lender inav immediately exercise its rights and remedies under the Loan Documents. the Lender "-III allow the 0bIIQ0rS until ILII\' 15, 2014 io satisf ! the outstandinu indebtedness as -set forth above. If the Obligors do not satisf'v the outstanding indebiecincss on or before ,ILII)' 1;, 2014. the Lender may choose to exercise its rights and rernedies under the Loan Documents Nxrithoul any further notice to the Obligors. Additionally, if payment is not made on or before July 15, 2014 as set forth above, gyve have been authorized to HISMILITC qpI)I-opi_latc lcoal action against the Oblip-ors, including, but not limited to, confession of judgment against the Obligors, and the foreclosu-re, liquidation, collection or other enforcement of the Lender's securivy interests and liens in any or all of the collateral ("Collateral") securing the indebtedness and obligations under the Loan Documents, in order to recover all amounts owed to the Lender under the Loan Documents. including legal fees, costs of colleci.lon and iniercst. The i,cnciecs election not to exercise any of its other rights and reniedies at the present iline, and any financlal accorninodations the Under inay have madc to date., shall not be construed as a waiver of any ri-hts or remedies of the Lender. Nothing contained herein or III OnQ01 1 other discussions have or may take N.- other C.L)IjjIn1I[1iC-Iti0n 01 11 all); 11Q, I-CL iuns or negotiations vvhich I a place bei\vl-en the OhliLmrs and the Lender shall directly or indirectly: (i) create any obligation upon the Lender to defer any enforcement action. or make any further financial accomniodaticills', hi") consthine a cons:ni or \Yaivcr of ariv pasin present or fUlure E'vent of' Dtit',ult oi- naher LI a Lit !oil of any pravkions of any Inan DowHncnW A) amend. modiQ, or operalc as a WAVUr OJC any provision oF iny Loan ISCLMAnt or any nght, pown priAlege or remedy of the Uncer Jr tnri conshwe a coulne of nahrin or wer hals for alwHng any My or Shyaho-ri o"od hv We ObtUOTS Lo the Ltn6er. "ll"is shLaH Confel. on C)N-ii-'ol Or aMV other penon or .:may any ngN to War or Wher notioc or cure penods "Ah respect m any Evan OWGUA. The jander expressly resmwes all Ofits rights. pawn, 1whTeges and rcmodies under ,hc loan oan Documlcnts and/cv applicakle laws, inciudijig. "6101-11 Jkhad0n� the LL�rldtr's right ;'a any tHMQ as applicable: (i) to apply tile Default Ralu to the ohligaiions under 1,h(, Loam Documents since be We of My% of rhe Events of Default, (ii) to corrinance any legi W oilier action to collect any or all of the indebtedness and obligations under the Loan Documents and/or any Collateral Or ally, Irraperty pledged by arq, atkr person or My as SCCUFiTy, for any or all of the indebtedness and obhgations under the Loam Documents; (iii) to foreclose or othensise realize on any or A or the Collateral and/or set-off or apply to the payment of any or all of the indebtedness or obligations under the Low Documents any or all of the Collateral: and (iv) to take any other enArcerrient action or oilic-rwise exercise-any or ill rights-and remodi-es - p rovided by any Man Document or by applicable In, The Lender appreciates the AM made to date with respect to the Loans and feels that a call to discuss these Loans would be beneficial. Please advise of your availability mr a conMence call OWN the next tell days. In the rnearitime, please do not heshate to uon.Laci We unduAgned W-th any cyMons or concerns. Idery truly yours, RjOADS&SJINON LLP By:: �� , Kai, Wringer SAW I Cc: Ain HcnapfHng. Sabal Financial Group, L.P. (via electronic mail) Ralph Fetrov,,-(vi.a electronic rail) r €LEO-OFFICA OF THE PROTHONOTARY 2014 OCT 17 PM 12: 33 CUMBERLAND COUNTY PENNSYLVANIA Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax hzkelly@mette.com Attorneys for Defendant MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA V. : Docket No. 14-5581 Civil Term JULIE A. CASSIDY, Defendant PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance on behalf of Defendant, Julie A. Cassidy, in the above - captioned matter. Respectfully submitted, METTE, EVANS & WOODSIDE By:2��'/lt-�. HEATHER Z. KaLYY, ESQUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant Julie A. Cassidy Date: October 16, 2014 CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) by U.S. First Class mail addressed as follows, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire RHOADS & SINON, LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 METTE, EVANS & WOODSIDE HEATHER Z. KELLY, SQUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant Julie A. Cassidy Date: October 16, 2014 747038v1 i Stephanie E. DiVittore,Esquire Attorney I.D.No. 85906 Kathryn D. Sallie, Esquire Attorney I.D.No. 108116 RHOADS & SINON LLP One South Market Square, 12th Floor ` P.O. Box 1146 Harrisburg, PA 17108-1146 - (717)233-5731 - Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. CIVIL ACTION—LAW JULIE A. CASSIDY, Defendants CASE NO. 14-5581 PROOF OF SERVICE As evidenced by the Acceptance of Service attached hereto as Exhibit"A" and incorporated herein by reference, the Complaint in Mortgage Foreclosure was served upon Defendant Julie A. Cassidy on October 16, 2014. Respectfully submitted, RHOADS & SINON LLP By: Stephanie E. DiVittore One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff 968041.1 EXHIBIT 66A99 - I I I MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION • I JULIE A. CASSIDY, NO. 14-5581 Defendant : MORTGAGE FORECLOSURE i ACCEPTANCE OF SERVICE I, Heather Zink Kelly, Esquire, accept service of the Complaint in Mortgage Foreclosure in this matter on behalf of Defendant Julie A. Cassidy. As counsel for Defendant, I certify that I am authorized to do so. I I I� i Date: ;1 By: Bather Z. Kelly, squire , Mette,Evans & Woodside 3401 North Front Street Harrisburg,PA 17110-0950 I Attorneys for Defendant j II i1 I i I i 966708.1 i CERTIFICATE OF SERVICE I hereby certify that on this VV'3 day of October, 2014, a true and correct copy of the foregoing Proof of Service was served by means of United States mail, first class, postage prepaid, upon the following: Heather Z. Kelly, Esq. Mette, Evans & Woodside 3401 North Front Street Harrisburg, PA 17110-0950 l Dara his 968041.1 Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 — Phone (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendant MAGNOLIA PORTFOLIO, LLC, Plaintiff VS. JULIE A. CASSIDY Defendant To: Magnolia Portfolio, LLC c/o Stephanie E. DiVittore, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 C li(�L' DEC _5 FE i7i:N0 TA 11 I. Li::,ND COUNTY % : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 14-5581 Civil Action You are hereby notified to file a written response to the enclosed Preliminary Objections to Complaint in Mortgage Foreclosure within twenty (20) days from service hereof or a judgment may be entered against you. Dated: December 4, 2014 By: /*Av. likaS/4/44_ Z. Kelly, L uire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 — Phone (717) 236-1816 Fax hzkelly@mette.com Attorney for Defendant MAGNOLIA PORTFOLIO, LLC, Plaintiff VS. JULIE A. CASSIDY, Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 14-5581 Civil Action DEFENDANT JULIE A. CASSIDY'S PRELIMINARY OBJECTIONS TO COMPLAINT IN MORTGAGE FORECLOSURE NOW COMES Defendant, Julie A. Cassidy ("Defendant"), by and through counsel, Mette, Evans & Woodside, and files the within Preliminary Objections to Complaint in Mortgage Foreclosure (the "Petition") filed by Magnolia Portfolio, LLC ("Plaintiff"), and in support whereof avers as follows: PROCEDURAL HISTORY AND FACTUAL ALLEGATIONS 1. On September 19, 2014, Plaintiff filed a Complaint in Mortgage Foreclosure on Defendant's property located at 128 East King Street, Shippensburg, Cumberland County, Pennsylvania (the "Complaint"). 2. Plaintiff avers in Paragraph 7 of the Complaint that it is the successor by assignment to Orrstown Bank based on an "Assignment of Mortgage" that is attached to the Complaint as Exhibit "C." 3. The Assignment of Mortgage attached to the Complaint is executed by Plaintiff, the purported Assignee of the documents. 4. The Assignment of Mortgage indicates that it is executed by Plaintiff's "Authorized Signatory" "Pursuant to the Limited Power of Attorney Recorded January 30, 2013 as Instrument Number 201303263" (the "Limited POA"). 5. The Limited POA is not attached to the Complaint. 6. Notwithstanding, the Limited POA is a public record recorded with the Cumberland County Recorder of Deeds and is attached hereto as "Exhibit A." 7. The Limited POA references a "Loan Sale Agreement" between Orrstown Bank and Plaintiff. (Limited POA, Ex. A). 8. Pursuant to the Limited POA, Orrstown Bank provided Plaintiff with the limited power to indorse documents "necessary to assign, transfer, extend, release or otherwise carry out the intent of the Loan Sale Agreement..." (Limited POA, Ex. A). 9. The Limited POA does not include a copy of the Loan Sale Agreement and does not specifically reference any loans or security documents that were sold or transferred by Orrstown Bank to Plaintiff pursuant to the Loan Sale Agreement. 2 10. The Loan Sale Agreement is not attached to the Complaint, nor is it a matter of public record. 11. Because the Loan Sale Agreement was not attached to the Complaint in this action, and because neither Plaintiff nor Orrstown Bank has ever made it available to Defendant, Defendant has never seen the Loan Sale Agreement and has never received confirmation that the Mortgage was properly assigned by Orrstown Bank to Plaintiff. PRELIMINARY OBJECTION Lack of Capacity to Sue 12. The above Paragraphs are incorporated by reference. 13. The face of the Complaint, even coupled with the Limited POA of public record, fails to establish a proper assignment of the Mortgage to Plaintiff because there is no proof that Plaintiff's signature on the Assignment of Mortgage was authorized by Orrstown Bank. 14. Pennsylvania Rule of Civil Procedure 2002 provides that "all actions shall be prosecuted by and in the name of the real party in interest." Pa. R.Civ.Pro. 2002. 15. Where an action is brought by a party other than the real party in interest, the Plaintiff lacks capacity to sue under Rule 1028(a)(5). See Flanagan v. Hill, 78 Pa. D. & C. 4th 487, 488-89 (Pa. Corn. P1. Centre 2006); Washington Mut. Bank FA v. Carr, 77 Pa. D. & C.4th, 137-38 (Pa. Corn. P1. Adams 2006); Pa. R. Civ. Pro. 1028(a)(5). 16. A party that asserts its status as real party in interest by way of an assignment is required to specifically trace the history of the assignment in its pleadings to the extent necessary for the Defendant to confirm that the plaintiff has a substantive right to bring the claim. Hillbrook Apartments, Inc. v. Nyce Crete Co., 352 A.2d 148, 153 (Pa. Super. 1975); Wilcox v. Regester, 207 A.2d 817, 818-19 (Pa. 1965). 3 17. Since Plaintiff has not presented evidence of a proper assignment of the Mortgage, Plaintiff has not shown that it, and not Orrstown Bank, is the real party in interest with capacity to foreclose on the Mortgage. 18. No judge has ruled on any other issue in this or any related matter. WHEREFORE, Defendant respectfully requests that this Honorable Court enter an order sustaining Defendant's Preliminary Objections and dismissing the Complaint in Mortgage Foreclosure. By: Date: December 4, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE Heather Z. Kelly,squire " Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendant 4 VERIFICATION I, Julie A. Cassidy, have read the foregoing document and verify that the facts set forth therein are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language are that of counsel, I have relied upon counsel in making this Verification. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. Dated: AD CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 By: Date: December 4, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE eather Z. Kelly,q squire Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendant Exhibit A Inst. # 201303263 - Page 1 of 9 NOT APPLICABLE FOR PIN NUMBER CCGIS REGISTRY 01/30/2013 BY DC LIMITED POWER OF ATTORNEY Reference is made to that certain Loan Sale Agreement for Portfolio Offering #121210, dated as of December 20, 2012 (the "Loan Sale Agreement") by and between ORRSTOWN BANK having a notice address of 77 East King Street, Shippensburg, PA 17257, Attn: Jeffrey M. Seibert, EVP/Chief Operating Officer ("Seller") and MAGNOLIA PORTFOLIO, LLC having a notice address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, California 92660; Attn: R. Patterson Jackson ("Buyer"). Each capitalized term used herein but not defined herein shall have the meaning assigned thereto in the Loan Sale Agreement. In accordance with the Loan Sale Agreement, Seller hereby makes, constitutes, appoints and confers upon Buyer, its successors and assigns, Seller's irrevocable, limited power of attorney to indorse Seller's name and collect any checks or other forms of payment received from Obligors, under the related Evidence of Indebtedness sold by Seller to Buyer under the Loan Sale Agreement and to endorse and sign any documents necessary to assign, transfer, extend, release or otherwise carry out the intent of the Loan Sale Agreement with respect to Loan Notes, mortgages, deeds of trust, security instruments, judgments, assignments of insurance policies or other instruments related to an Evidence of Indebtedness; provided, however, any such endorsement (i) shall be permitted only to the extent necessary to carry out the intent of the Loan Sale Agreement and (ii) shall state clearly that such endorsement is "WHERE IS", "WITH ALL FAULTS" AND WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. This Limited Power of Attorney shall expire one (1) year from the date of execution hereof. Page 1 of 2 Inst. # 201303263 - Page 2 of 3 IN WITNESS WHEREOF, Seller has caused its name to be subscribed hereto by its duly authorized officer this 19th day of December, 2012. ORRSTOWN BANK, a Pennsylvania banking corporation By: Name: Zachary lynn Title: SVP, SAG 'rector Special Assets Group Signed, sealed and delivered in the prosef— By: Name: lea MD 1,01-N By: Name: - VIV-$ E crn.,ot.e...�; ACKNOWLEDGEMENT STATE OF r\Y\91i tr\1C• COUNTY OF P-okn,L1;i A § I CERTIFY that on the 19th day of December 2012, Zachary M. Flynn personally came before me and acknowledged under oath, to my satisfaction, that: (a) he signed the attached document as Senior Vice President of Orrstown Bank and (b) this document was signed and made by Orrstown Bank as its voluntary act and deed. COMMONWEi LTIi OF PENNSYLVANIA Notarial Seal Ashley R. Nell, Notary Pabik Greene Twp., Franklin County MY Commission Expires Ma 19, 016AR'ES MEMBER, PE4NSYLYANinAssoc'A NOTAY 'moi : L p f& a9/) LU MyComRon Expires: Page 2 of 2 Inst. 1201303263 - Page 3 of 3 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 201303263 Recorded On 1/30/2013. At 2:14:56 PM *Instrument Type - POWER OF ATTORNEY Invoice Number -128113 User ID - MSW * Grantor - ORRSTOWN BANK *Grantee - MAGNOLIA PORTFOLIO LLC * Customer - SIMPLIFILE LC E -RECORDING *FEES STATE WRIT TAX $0.50 RECORDING FEES - $11.50 RECORDER OF DEEDS COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $17.00 Total Pages - 3 Certification Page DO NOT DETACH This page is now part of this legal document. I Certify this to be recorded in Cumberland County PA f RECORDER OF DEEDS * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. Stephanie E. DiVittore, Esquire Attorney 1.D. No. 85906 sdivittore@rhoads-sinon.com Kate Deringer Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon.com Rhoads & Sinon LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717)233-5731 Fax: (717) 231-6637 Attorneys for the Plaintiff MAGNOLIA PORTFOLIO, LLC, Plaintiff V. JULIE CASSIDY, Defendant L. • 7*r1111;1Eii2..YI;;;;i:-1:1 : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : CIVIL ACTION : NO. 14-5581 MORTGAGE FORECLOSURE PLAINTIFF'S ANSWER TO DEFENDANT'S PRELIMINARY OBJECTIONS NOW COMES Plaintiff Magnolia Portfolio, LLC, by and through its attorneys, Rhoads & Sinon LLP, and replies to the Preliminary Objections of Defendant Julie Cassidy as follows: 1 Admitted with the proviso that the Complaint is a writing that speaks for itself. 2. Admitted with the proviso that the Complaint, aswell as the Assignment of Mortgage attached to the Complaint, are writings that speak for themselves. 3. Admitted with the proviso that the Assignment of Mortgage attached to the Complaint is a writing that speaks for itself 4. Admitted with the proviso that the Assignment of Mortgage attached to the Complaint is a writing that speaks for itself 974778.1 5. Admitted. By way of further response, it is specifically denied that the Limited POA was required to be attached to the Complaint or otherwise provided to Defendant. 6. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself 7. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself By way of further response, it is specifically denied that the Loan Sale Agreement between Orrstown Bank and Magnolia was required to be attached to the Complaint or otherwise provided to Defendant. 8. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself 9. Denied as stated. The Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself. It is specifically denied that the Limited POA was required to include a copy of the Loan Sale Agreement or otherwise reference any loans or security documents that were sold or transferred by Orrstown Bank to Plaintiff 10. Denied as stated. It is admitted that the Loan Sale Agreement was not attached to the Complaint or made available to Defendant. It is specifically denied that the Loan Sale Agreement or related documents were required to be attached to the Complaint or otherwise provided to Defendant. 11. Denied as stated. It is admitted that the Loan Sale Agreement was not attached to the Complaint or made available to Defendant. It is specifically denied that the Loan Sale Agreement or related documents were required to be attached to the Complaint or otherwise provided to Defendant. Preliminary Objection — Lack of Capacity to Sue 12. Magnolia incorporates herein by reference its responses to Paragraphs 1 through 11 above. 13. The allegation of Paragraph 13 state legal conclusions to which no responsive factual averment is required. To the extent a response is deemed appropriate, these allegations are specifically denied. Magnolia denies, however, that it was required to provide a copy of the Loan Sale Agreement or other documents in order to demonstrate that Mortgage was properly assigned. 14. The allegation of Paragraph 14 states a legal conclusion to which no responsive factual averment is required. To the extent a response is deemed appropriate, these allegations are specifically denied. 15. The allegation factual averment is required. are specifically denied. 16. The allegation factual averment is required. are specifically denied. 17. The allegation factual averment is required. are specifically denied. 18. Denied as stated. It is admitted that no Judge has ruled on any issue in this mortgage foreclosure proceeding. This proceeding, however, concerns a series of commercial loans for which Magnolia also Confessed Judgment. The Court has ruled on Petitions to Open or Strike the Confessed Judgments filed on behalf of the Debtors, including Julie Cassidy. Pursuant of Paragraph 15 states a legal conclusion to which no responsive To the extent a response is deemed appropriate, these allegations of Paragraph 16 states a legal conclusion to which no responsive To the extent a response is deemed appropriate, these allegations of Paragraph 17 states a legal conclusion to which no responsive To the extent a response is deemed appropriate, these allegations to the Court Orders, the Confession of Judgment Proceedings are consolidated for resolution of the Petitions to Open with argument scheduled for March 17, 2015. WHEREFORE Plaintiff Magnolia Portfolio, LLC respectfully requests that the Court overrule the Preliminary Objections filed on behalf of Defendant Julie Cassidy. Respectfully submitted, RHOADS & SINON LLP By: Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.com Kate Deringer Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon.com One South market Square, 12 Fir. P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff CERTIFICATE OF SERVICE I hereby certify that on this 29th day of December, 2014, a true and correct copy of the foregoing Plaintiff's Answer to Preliminary Objections was served by means of United States mail, first class, postage prepaid, upon the following: Heather Z. Kelly, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950