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HomeMy WebLinkAbout14-5582 ` � D Supreme Couttof`Pennsylvania Court,2-Commori,Pleas For Prothonotary Use Onhl: Civil}},C'ov rriSheet Docket No: CuMbe land . / 'r County The information collected on this fibrin is used solely for court administration purposes. This form does not supplement or replace the filing and service ofpleadings or other papers as required by law or rules of court. Commencement of Action: S Fxl Complaint 17 Writ of Summons 0 Petition Transfer from Another Jurisdiction E] Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: 7' Magnolia Portfolio, LLC Julie A. Cassidy Dollar Amount Requested: Dwithin arbitration limits I Are money damages requested? 0 Yes 0 No (check one) [E]outside arbitration limits O N Is this a Class Action Suit? Yes El No Is this an MDJAppeal? Yes R No A Name of Plaintiff/Appellant's Attorney: Stephanie E. DiVittore, Esquire Check here if you have no attorney(are a Self Represented 1Pro Sel Litigant) Nature of the Case: Place an "X"to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim,check the one that you consider most important. TORT(do not include Mars Tort) CONTRACT(do not include Judgments) CIVIL APPEALS El Intentional r Buyer Plaintiff Administrative Agencies El Malicious'Prosecution 0 Debt Collection:Credit Card 0 Board of Assessment Motor Vehicle 0 Debt Collection: Other Board of Elections 0 Nuisance. Dept.of Transportation Premises Liability L9 Statutory Appeal:Other S L_; Product Liability(does not include n Employment Dispute: E mass tort) 0 -Slander/Libel/Defamation Discrimination C Other: El Employment Dispute:Other E] Zoning Board T 0 Other: I Q Other: O MASS TORT M Asbestos N 0 Tobacco : Toxic Tort-DES Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS 0 Toxic Waste ❑r Other: Ejectment 0 Common Law/Statutory Arbitration B El Eminent Domain/Condemnation 0 Declaratory Judgment 0 Ground Rent 0 Mandamus ED Landlord/Tenant Dispute 0 Non-Domestic Relations El Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY ED Mortgage Foreclosure:Commercial Quo Warranto M1 Dental El Partition 0 Replevin El Legal 0 Quiet Title Other: 0 Medical 0 Other: Other Professional: Updated 1/1/2011 MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA t V. CIVIL ACTION - MORTGAGE : FORECLOSURE JULIE A. CASSIDY, No. ilk Defendant CD �' • NOTICE TO DEFEND Fw" 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 4`h Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4`" Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 /) /k�, W p'( 4 .,t /-2 f'/7 1; 3 P3,D-9 o 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 caro 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 0 NO PUEDE PAGARLE A UNO, LLAME 0 VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. Court Administrator 4 1 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 . 3 Stephanie E. DiVittore, Esquire Attorney I.D.No. 85906 sdivittore@rhoads-sinon.com Kathryn D. 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 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 ("Borrower") is an adult individual with an address of 18 Log Cabin Road, Newville, Cumberland County, Pennsylvania 17421. 963473.1 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 July 16, 2009 between Julie A. Cassidy and Michael 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$230,000 and was recorded in the Office of the Recorder of Deeds, Cumberland County, Pennsylvania as Instrument No. 200926325 on July 29, 2009. (Exhibit A). 6. The Mortgage secures a Promissory Note executed and delivered by G & C Associates to Orrstown Bank on or about July 16, 2009 in the amount of$230,000. (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 as Instrument No. 201304687 on February 12, 2013. (Exhibit Q. 8. The property subject to the Mortgage for which the Lender seeks foreclosure is comprised of one tract located in South Newton Township, Cumberland County, Pennsylvania with an address of 148 Gutshall Road, 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 Michael Cassidy is now deceased. 12. The real property at issue in this action is not subject to any obligations subordinate to the $230,000 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, Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragraph: 12 monthly consecutive interest payments, beginning August 16, 2009, with interest calculated on the unpaid principal balances using an interest rate of 7.250% per annum based on a year of 360 days; one principal payment of $24,242.37 on July 16, 2010, during which interest continues to accrue on the unpaid principal balances using an interest rate of 7.250% per annum based on a year of 360 days; 12 monthly consecutive interest payments, beginning September 16, 2010, with interest calculated on the unpaid principal balances using an interest rate of 7.250% per annum based on a year of 360 days; one principal payment of$24,242.37 on July 16, 2011, during which interest continues to accrue on the unpaid principal balances using an interest rate of 7.250% per annum based on a year of 360 days; 1.1 monthly consecutive interest payments, beginning August 16, 2011, with interest per annum based on a year of 360 days; and one principal and interest payment of $182,611.91 on July 16, 2012, with interest calculated on the unpaid principal balances using an interest rate of 7.250% per annum based on a year of 360 days. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Notwithstanding the foregoing, the rate of interest accrual described for any principal only payment stream applies only to the extent that no other interest rate for any other payment stream applies. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. (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 July 19, 2014, Orrstown Bank 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). 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 $280,154.09 itemized as follows: (a) Unpaid Principal $ 206,815.03 (b) Unpaid Interest $ 45,317.57 (c) Late Charges $ 11,938.78 (d) Attorneys' Fees $ 16,082.71 TOTAL $ 280,154.09 17. The Lender seeks to exercise its right to foreclose on the Mortgage pledged as collateral for the Note. WHEREFORE Plaintiff Magnolia Portfolio, LLC respectfully requests this Court enter judgment of mortgage foreclosure against the mortgaged property for $280,154.09 plus all other costs advanced by Plaintiff and interest accruing at a per diem rate of$58.88 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 sdivittoregrhoads-sinon.com Kathryn D. Sallie Attorney I.D. No. 208116 ksallienrhoads-sinon.com One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC VERIb'ICATION 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. Date Ann H mp in , A ger Sabal Financial Group,L.P. EXHIBIT A I III Parcel Identification v�)JI HB Number: 41-13-0108-024 and 41-13-G1G8-025 RECORDATION— REQUESTED BY: �C ORRSTOWN BANK KING STREET OFFICE 77 EAST KING STREET �i'•iv' SHIPPENSBURG,PAS 17257 WHEN RECORDED MAIL 10: ORRSTOWN BANK, 2695 PHILADELPHIA AVENUE CHAMBERSBURG,PA 17201 FOR RECOP,DEP,'S USE ONLY MORTGAGE Amount Secured Hereby: $230,000.00 THIS MORTGAGE dated July 16, 2009, is made and executed between Michael J Cassidy and Julie A Cassidy, whose address is 18 Log Cabin Road, Newville, PA 17241 (referred to below as "Grantor") and ORRSTOWN BANK, whose address is 77 EAST KING STREET, SHIPPENSBURG,PA 17257 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right,title, and interest in and to the fallowing 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 located in South Newton Township, Cumberland County The Real Property or its address is commonly known as 148 Gutshall Road and 22 Acres along Gutsha 1 Road, Shipppensburg PA 17257. The Real Property parcel identification number is 41 13-0108-024 and 41-13-0108-025- CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus interest thereon,of either Grantor or Borrower to Lender,or any one or more of them,as well as all claims by Lender against Borrower and Grantor or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. If the Lender is required to give notice of the right to cancel under Truth in Lending in connection with any additional loan, extensions of credit and other liabilities or obligations of Grantor to Lender, then this Mortgage shall not secure additional loans or obligations unless and until such notice is given. 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 e Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY.IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any"one action"or"anti-deficiency" law, or any other law which may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency,before or after Lender's commencement or completion of any foreclosure action,either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage is executed at Borrower's request and not at the request of Lender; (b)Grantor has the full power,right,and authority to enter into this Mortgage and to hypothecate the Property; (c)the provisions of this Mortgage do not conflict with,or result in a default under any agreement or other instrument binding upon Grantor and do not result in a violation of any law, regulation, court decree or order applicable to Grantor; (d)Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower(including without limitation the creditworthiness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower and Grantor shall pay to Lender all Indebtedness secured by this Mortgage as it becomes due,and Borrower and Grantor 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 1011ORTGAGE: (Continued) Page 2 control of the PmPsny; 12) use,operate or manaoe the?roper:y;and (3) colied the Rents from the Propene. Duty to Maintain. rentor shat mai^tain the ?ropeny it tenantazlle condition and promptly perform all 'epairs, replacements,and maintenance necessary to preserve its value. Compliance With.Enitonmental Laws. Grantor represents and war-ams to Lender flys_. i.) During fns period of Grantor's ownership of the Prcpur erty,there has been no'use,aermation.manufacte,`storage,treatment,disposal, release or threatened release of any Hazardous Substance by any nerson on,under, abg+!:or f om:ne=;pe-v; (2) Grantor has no knowledge of,or reason to believe that there has been,exc=_pt as previously dsciosed to aad acknowledged by Lender ir, writing, ja) any preach or viols;inn of any Environmentac Laws, (b) any use, generation„ manufacture,storaoe,trestme.t, disposal, release or thraatened release of any Hazardous Sunslance on, under, about or from the Prop=_,-y by any prior owners o'occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and i3) Exceot as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant,contractor,agent or cm,er authorized user of the Propem•shall use,gene'ate,manufacture,store,treat,dispose of ar release any Hazardous Substance on,under,about or from The Property;and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local lays, regulations and ordinances, including without timf;ation all Environmental Laves. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances, Grantor hereby (i) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws;and (2) agrees to indemnify,defend,and hold harmless Lender against any and all claims,losses, liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from e breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal,release or threatened release occurring prior to Grantor's 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 Mo,gage and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or othervise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer env stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(including oil and gas),coal,clay,scoria,soil,gravel or rock products without L.ender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance'with Governmental Requirements. Grantor shall promptly comply with all laves, ordinances, and regulations, now or hereafter in effect,of all governmental authorities applicable to the use or occupancy of the Property,including without limitation,the Americans With Disabilities Act. Grantor may contest in good faith any such lav,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals, so Iona as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion,Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts,in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any interest in the Real Property. A"sale or transfer'means the conveyance of Real Property or any right, tide or interest in the Real Property;whether legal,beneficial or equitable;whether voluntary or involuntary;whether by outright sale,deed, installment sale contract, land contract, contract for dead, 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. if any Grantor is a corporation,partnership or limited liability company,transfer also includes any change in ownership of more than twenty-five percent (25%)of the voting stock,partnership interests or limited(iabifrty company interests, as the case may be,of such Grantor. However,this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and(lens on the Property are part of this Mortgage: Payment. Grantor shall pay when due(and in all events prior to delinquency)all taxes,payroll taxes,special taxes, assessments,water charges and sewer service charges levied against or on account of the Property,and shall pay when due all claims for work done on or for services rendered or material fumished to the Property. Grantor shall maintain the Property tree of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to in writing by Lender,End except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax,assessment,or claim In connection with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15)days after the lien arises or, If a lien is filed, within fifteen 0 5) days after Grantor has notice of the filing,secure the discharge of the lien, or If requested by Lender,deposit with Lender cash ore sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys'fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest,Grantor shall defend Itself and Lender and shall satisfy any adverse judgment before enforcement against the Property, Grantor shall name Lender as an additional obligee under any surety bond fumished in the contest proceedings. Evidence of Payment. Grantor shall upon demand fumish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. MORTGAGE (Continued) Page 3 Notice of Construc5on. Grantor shall notify Lender at leas fifteen(15)days before env work is commenced,env services are furnished,or any materials are supplied to the Property,if any nechanic's lien,materielrnen's lien,or other lien could be asserted on account of he work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor ,an and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mort gage• Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the ,lull insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of env coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds ir,such liability insurance policies. Additionally, Grantor shall maintain such other insurance,including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. Should the Real Propery be located in an area designated by the Director of the Federal Ernergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Rood Insurance,if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired,Lender may,at Lender's election,receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest,and the remainder,it any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy;or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to ell other rights and remedies to which Lender may be entitled upon Default. Gramor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY;DEFENSE OF TITLE. The fallowing provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple, free and clearof all fiens and encumbrances other than those set forth in the Real Property description or in any title insurance policy,title report,or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage,and (b)Grantor has the full right,power,and authority to execute and deliver this Mortgage to Lender. Defense of Tittle. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal parry in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deriver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies.with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a pert of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal parry in such proceeding,but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of its own choice,and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. It all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net N40RTGAGE (Continued) Page 4 proceeds of the award shaii mean the award atter p2vment of all @.,foal costs, expense=_, and ettorneys' fees incu^ed by L=nder in connection wait the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES EY GOVERNh5ENTAL AUTHORITIES. Thc_ioliowinc provisions ralatnv - government-al taxes,fee_and cha_as are a part of this MG--ace: V Current Taxes.Fees and Charges. Upon revues;by Lander, Grantor shall execute such dcouments in addition to -his Mortgage and take whatever other action:is requested � by Lender to peec'and continue Lender's lien on the -sal Proparty. Grantor shall reimburse Lender for all -axes, _s described below, together wish all expenses incurred in recording, parfecting or continuing this Mor..gage, including without hmil @tion all taxes, fees, Q ocumentary _temps,and other chargas for recording or registering the MortgegE. Taxes. The folivwing shall constitute taxes to which this section applies: (1! a121 tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; ;2} a specific tax on Borrovaer which Borrower is authorized or required to deduct from p2ymen-s on:he Indebtedness secured by this type of iJortgage; {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 or,payments of principal and interest made by Borrower. Subsequent Taxes. If any tax to which this section applies is err=actee subsequent to the date of this Mortgage, this event shall have the same effect as an_vent of Default, and Lender may exercise any or all of its ava{labie remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to p=rfeot and continue Lender's security interest in the Rents and Personal Property. in addition to recording this Mortgage in the real property records,Lender may,at any time and without further authorization from Grantor,file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the Extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code)are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are a part of this Mortgage: . Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to be filed,recorded,reeled,or rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete, perfect,continue,or preserve (1) Borrower's and Grantor's obligations under the Note,this Mortgage,and the Related Documents,and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing,Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Borrower and Grantor pay all the Indebtedness when due,and Grantor otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay,if permitted by applicable law,any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an "Event of Default under this Mortgage: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Borrower or Grantor. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency. The.dissolution or termination of Borrower's or Grantor's existence as a going business or the death of any partner, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's property,any assignment for the benefit of creditors,any type of creditor workout,or the MORTGAGE (Continued) Page 5 commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreciosur=_ or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or . any governmental zg=_ncy against any property securing the indebtedness. This includes a gamishment of any of Borrower's or Grantor's accounts,including deposit accounts,with Lender. However, this Event of Default shall not apP. if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice Or the creditor m forfeiture proceeding and deposits with Lender monies or a swa-y bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate reserve gr, bond for the dispute. Breach of Other Agreement. Any breach by Borrower or Grantor under tate terms of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or anv Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition„ or Lender believes the prospeot of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default,other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision,of this Mortgage within the preceding twelve (12) months, it may be cured if Grantor, after Lender sands written notice to Borrower demanding cure of such default: (1) cures the default within fifteen(15)days;or (2) if the cure requires more than fifteen(15)days,immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's option,may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies. Vrith respect to all or any part of the Personal Property, Lender shell have all the rights and remedies of a secured party under the Unifom Commercial Code. Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. if the Rents are collected by Lender,then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by lava. 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 a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property, Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere,as attorney for Lender and all persons claiming under or through Lender,to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property,without any stay of execution,for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Sale- If permitted by applicable law,Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property,or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law,Borrower and Grantor hereby waive any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any pubfic sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private safe or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten(10) MORTGAGE (Continued) Page 6 days before the time of the_sale or disposition. Any sale o,the Persona,Propecr may be:made in coniunoticn with any sals es the Rea:=rgperty. Election of Remedies. Eiecror.by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make erp>_ndhures or ,to Take action to perform an CbligaTiDn 04 Gran-o-, under this Mor; ace . Grantor's failure m perform,shall not-fec;Lender's riga;To declare_e default and exercise is remedies. Nothing under this Mortgage or otherwise s;all be construed so as c iirnit or restrict the rights and remedies available to ^der foliowinc cart Even of Defauft, or in any way to limit or restrict the right_and abiiity ol ende, to omceed directly against Grantor andior Borrower and/or against any other co-maker,guarantor,surety or endorser andior to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees:Expenses. If Lender institutes any suit or actior to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as a`torneys' fees at trial and upon any appeal. Vdnatier or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary a; any time for tate protection of its interest or the enforcement of its rights shall become a par,of the Indebtedness mayable on demand and shat:bear inures;at the Note rate from the date of the expenditure until repaid. Expanses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Leader's legal expenses,whether or not there is a lawsuit, inclUdinc reasonable attorneys'fees and expenses for bankruptcy proceedings iincludin^e afforts to modify or vacate any automatic stay w iniunction), appeals, and any anticipated past-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and Titie insurance, to the extent permitted by applicable law. Grantor also will pay any court costs,in addition to all other sums provided by law. NOTICES. Unless other-wise provided by applicable_law, any notice required to be given under this Mortgage shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law),when deposited with s nationally recognized overnight courier,or,if mailed,when deposited in the United States mail,as first class, certified or registered:nail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any parry may change its address for notices under this Mortgage by giving formal written,notice to the other patties,specifying that the purpose of the notice is to change the party's address. .or notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provides by applicable law,if theca is more than one Grantor,any notice giver,by Lender to any Grantor is deemed to be notice giver,to all Grantors. It71SCELLANEOUS PROVtSIONS. The following.miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender,upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income'shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Joint and Several LiabTty. 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 shall mean each and every Borrower. This means that each Grantor signing below is responsible for all obligations in this Mortgage. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. SeverabTity. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any person or circumstance,that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other person or circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified,it shall be considered deleted from this Mortgage. Unless otherwise required by law, the Illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Successor Irrterests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence in the performance of this Mortgage_ DEFINITIONS. The fallowing capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word"Borrower' means G &C Associates and includes all cosigners and co-makers signing the Note and all their successors and assigns. Default. The word'Default"means the Default set forth in this Mortgage in the section titled"Default'. Environmental Laws. The words `Environmental Laws' mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,Compensation, and Liability Act of 1960,as amended,42 MORTGAGE (Continued) Page 7 U.S.C. Section.9601, at seq. i'C nCLA"),the Superfund Amendments and Reauthorization Act of 1986,Put. L. Nc.99-499("SARA";,the Hazardous Materials Transportation Act,49 U.S.C.Section 5601,e:seq.,the Resource Conservation and Recovery Act,42 U.S.C. Section 6901,at seq.,or other applicable state or federal laws,rules, or regulations adopted pursuant thereto. Event of Default. The words'Event of Default"mean any of the events of defauit set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word"Grantor"means Michael J Cassidy and Julie A Cassidy. Guarantor. The word 'Guarantor" means any guarantor, surety, or accommodation party of any or all c? the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quant-,y, concentra5on 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 yen,broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term"Hazardous Substances" also includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property,facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and exoenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts FS'3M7`ff ,.. y, without limitation,Indebtedness includes all amounts that may be ingirectly securad"t}�ttae+C� s Collateralization provision of this Mortgage. k l5r€;3JJA;A305 Lander. The word"Caption"means ORRSTOWN BANK,its -essq s apd.'"s)guR nspj�ni'+ ,,iA.u�t;tir..tl�+uJ dRG'$irAtie3i:;4•^v:µ Mortgage. The word"Mortgage"means this Mortgage bet anVIM rra,ss�a ¢1eeaa,;.c*sY -v Note. The word "Note"means the promissory note dated Wy o, amount Of $230,000,00 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 July 16, 2012. Personal Property. The words 'Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property, and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from env sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words'Real Property`mean the real property,interests and rights,as further described in this Mortgage. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word "Rents' means all present and future rants, revenues, income, issues, royalties, profits, and other benefits derived from the Property. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: X (Seal) Plichael J Casal Julie W assidy SignsdrV�knowledged and delivered. the p esence of: X Witness X � — Witness MORTGAGE (Continued) Page 8 CERTIFICATE OF RESIDENCE I hsraby ceniw,itis,the precise address of:,ie moncag=_e:ORRSTOWN SANK,h<_:air,is as follows: KING STREu OFFICE,77 EAST KING STREET,SHIPPENSBURC,PA 17257 kcorney or Agent for IJongagee INDIVIDUAL ACKNOWLEDGMENT COMIJONWEALTH OF PENNSYLVANIA ) / / I SS COUNTY OF �kn��% `%J�- ) r� /6c' J- �� On this,the day of Yr%"i 20 before me I1,�'�✓-i%i/ G• �'//�/ni?/I,the undersigned Notary Public,personally appeared Michael J Cassidy and—Julie A Cassidy, known to me (or satisfactorily proven) to be the person whose names are subscrbed to the within instrument,and acknowledged that they executed the same for the purposes therein contained. In wiEwhereof kt(t4ALmy hand and f -Cial al. ECCA L ALLEM5 PumicCf 5aLaD otary Public in and for a2 State of ESS Sa 15,2012 ,y LASER PRO Lending,Ver. 5 45.00.004 Copt.Harland Financial Solutions,Inc.1997, 2009, All Rights Reserved. - PA c:\CFI\LPL\GO3.FC TR-23383 PR-1 Schedule "A" I RACT NO. 1: ALL tha5t certain piece of real estate, situate in South Newton Towrzhip, Cumberland County, Pennsylvania, more particularly bounded and described as follows: BEGINNING at a stone pile at corner of lands; now or late of Andrew Baughman's heirs and now or late of Reading iron Company; thence by the latter, North 34.5 degrees West 22 rods more or less, to line of land now or formerly of W. A. Van Duser et al; thence by the same, North 55 degrees East 28 rods and 4 feet to a point on line of lands now or formerly of Andrew Baughman's heirs. thence Southwardly along the line of said lands 22 rods to a stone pile; thence by lands, now or late of Andrew Baughman's heirs, Wesblardly 28 rods 4 feet to the point and place of BEGINNING. HAVING thereon erecte4d a two story stuccoed dwelling house, shed and other outbuildings. TRACT N0.2: ALL that certain tract of land situate in South Newton Township, Cumberland County, Pennsylvania (a small portion of said tract extending into Southampton Township in said County), bounded and described as follows: ON the North by lands now or formerly of Arthur Lindsay, which said Northern line is South of the Big Pond; on the East by lands now or formerly of George Bowermaster; on the South by lands now or formerly of the Commonwealth of Pennsylvania, which said Southern line is an extension of the southern line of lands now or formerly of Bowermaster, Westwardly from the road from Walnut Bottom to Big Pond Furnace; and on the West by lands now or formerly of the Commonwealth of Pennsylvania, which said Western line crosses the road to Kelso's Pond from Big Pond Furnace. CONTAINING approximately 22 acres. BEING the same real estate which Michael J. Cassidy, Executor of the Last Will and Testament of Mary L. Rosenberry, by deed dated May 15, 1998 and recorded May 27, 2008, in Cumberland County Deed Book 177, at page 1125, granted and conveyed to Michael J. Cassidy and Julie A. Cassidy, Mortgagors herein. a V ... ag v , Z RECORDER OF DEEDS CU-MBERLAND COUNTY 1 COURTHOUSE SQUAREy _ �— C-A-RLISLE. PA 1701.3 717-240-6370 _ ► _ Instrument Number-200926324 Recorded On 7/29/2009 At 10:30:26 A'1 *Total Pages- 10 *Instrument Type-MORTGAGE Invoice Number-49238 User ID -K-NV *Mortgagor- CASSIDY,MICHAEL J *Mortgagee-ORRSTOWN BANK Customer- SOUTH CENTRAL HO'KE SETTLEMENTS FEES STATE WRIT TAX $0.50 Certification page STATE JCS/ACCESS TO $10 .00 JUSTICE DO NOT DETACH RECORDING FEES — $21 .50 RECORDER OF DEEDS PARCEL CERTIFICATION $20.00 This page is now part SES of this legal document. AFFORDABLE HOUSING $11.50 COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $68.50 I Certify this to be recorded in Cumberland County PA of curie req U'r {KK RECORDER d D DS E a� rrso -Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 00I(1 HBT !I EXHIBIT B PROMISSORY DOTE t _ t�riFl�I a L-3_;m Date �4�iLe:iS.y ; a f r coli Ol icef fit{#cSS i 3e,.,rences in the boxes above art= for Lender's use- onh � - _ an,.do not{unit ..e ap�i;c��iiit✓:; this documsnt to a^y otic 1_, or ,1.�"10 ite"' Any item above coi-itaining "",: has been omi-,ed due to text,l- ^, li^?I'=tf✓n5 .. Borrower: G &C Associates Lender: ORRSTOWN BANK 1S Log Cabin Road KING STREET OFrICE Nm,ville,PA 17241 77 EAST KING STREET SHIPPENSBURG, PA 17257 Principal Amount: 6230,000.00 Date of Bate: July 16, 2009 1'142turity Data: July 16, 201 2 PROMISE TO PAY. G & C Associates ("Borrower") promises to pay to ORRSTOWN BANK ('Lender"), or order, in lawful money of the United States of America,the principal amount of Two Hundred Thirty Thousand&001100 Dollars (5230.000.00),together with interest on the unpaid principal balance from July 16, 2009,until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in accordance with the following payment schedule, which calculates interest an the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragrach: 1 mthly,a secirtive interest payments, beginning August 16, 2009, with interest calculated on the un aid pal balances using an interest rte of 50°' per annum based on a year of 350 days; one principal payment, n?'�'T ^^/� ly 16, 201 , during which interest continues to accrue on the unpaid principal balances using an interest rate of 7.250%per annum based on a year of 360 days-12-mzDfinly coopecutive interest payrients, beginning September16, 2010, with interest calculated(Zn the unpaid pri.cip it balances using an interdst rate of .250%per annum aced on a year of 360 days; one principal one payment of 4,242.37 on July 16, 2011, Turing which interest continues to accrue on the unpaid principal balances using an interest rate of 7.250% pe num based on a year of 360 days; 11-Rtor;thty consecutive interest payments, beginning.A:ious _211. 2011, with interest calculated on the unpaid principal balances using a interest rate of 7.250% per annum based on a year of 360 days; and one principal and interest payment of 152,611.91 on July 16, 20 12, with interest calculated on the unpaid principal balances using an in'arest rate of 7.250°/a per annum based on a year adays. This esti ated final payment is based on the assumption that all payments will be made exactly as scheduled; the actual final payment will be for all principal and accrued interest not yet paid,together with any ether unpaid amounts under this Note. Notwithstanding the foregoing,the rate of interest accrual described for any principal only payment stream applies only to the extent that no other interest rate for any other payment stream applies. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION iJiETHOD. Interest on this Note is computed on a 3651360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", `without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full"of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING S T BEET, 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 ilargin 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 or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding.and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or band for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness PROMISSORY NOTE Loan No: 714819023 (Continued) �? 2 evidence.,by_tis Note. -vents Affecting General Partner.of Borrower. Any of the p-eCeding evens with respect ._ any general artner or an'. c Ot bdrrc V.'er _enerel parin2. dies Or becomes incompetent. � '� • Change In Ownership, he resignation Cr expulsion Of_^:y al DE ineianCVl e'Shi^ iereSt Di iY,+2 1 ✓_ N= rc-^__ =.p/ Or in Torr .owe,. r ,. �_: i2., mv'c Adverse Change. A material adverse chance Occurs In So'.'olver's fir.a nclal condition, 0' _ander, ^f payment the prosDact ^ payment 'Jr p2,, aan ormof this Not= t5 impaired. Insecurity. Lender in good faith,,beileves itself insecure. Cure Provisions. if any default, other than a defaua in payment is curabie and if Borrower has not been given a notice each the Same provision of this Note within'the preceding twelve (^ ) c � a Dr...... OT �: pr tw„ 12 month_, it may be cured 'ere, L ii Sonower, a%er ender SenuS \4'(i"2n npi;32 ' �Orrowei den,c^nding cure Of such default: (1) cures the default within flf+:een 0 D) days; or (2) If iF!e Cui2 requfres more than fifteen (1 d2vs, immediately Initiates steps which Lender deems in Lender's SOie discretion to be sufficient t0 Cure the c=auit and ihersa`�er 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, the declare entire unoeid principal balance under this Note and all accrued unpaid interest immeoictely due, and then Borrower will pay that amount.,. V ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrovver 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 v,rhether or net there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including ego,is to modify 0, vacate any automatic stay or injunction), and appeals. if not prohibited by applicable law, 30rrovrer also will pay any court cysts, in addition,to all other sums provided by law. .JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. DISHONORED TEM 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 July 16, 2009,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. (C) a note or an instrument described in a Commercial Pledge Agreement dated July 16, 2009. 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 shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: ORRSTOWN BANK 77 EAST KING,STREET P.Q. 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. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone, All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. if any portion of this Note is for any reason determined to be unenforceable,it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND. EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT iN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY MRI IP IAMMPMATP V• A nin rno an nnime, PROMISSORY MOTE Loan N . 7"L81 023 !GO . e�) `lli:u Rage 3 �_ SUF jC.=tvT RFA.NT. Tr'. '.'JT= RiT" " — jc -- _,:AOS i EJ E" AI'Y=XE OF^THA.T AUT=OPIT T S=A=L NONE?Ri JEC�r f -1•JUDGMENT AGAINST SOS s:O+Lt;.cF SHALL L NCT -_ _iU L' OF ALL AIJOUN I S L�.._ UNDERr4'' _. wRR',�'1/blE,--q 'V j,la i _YJ"u i iit_ �v i I:t:�.=,ND�; .=',LL 1 IItI-'S UN 11 Ft=XM=NT ;N EkRih'G II OJP:R ;I N ' t Y SL ^:fit i_c^^ _ B Rn�1 _ . t A HA.`t•_ TO NIC - A C) i't l i AA: _ On .L '•C^ .._,� _oal�R' „� J��t;it!EIvT F,` �C STA.TES :HAT cI I hER „ R� �_^= �- t- SPECIFICALLY CALLED THIS CC'NFES ON, 0- — - _ _ �P,Ica_I�:ATI' c OF _=rJDcR Si�.t JucGhtErv, „CVIsoN T _..,cSI�T INDE. cl'JOEI4T LEGAL 'CUfvSC_. O �On. c� k IIEItiIC:'� BC-'R ',J' r:4S o=Ery � E'ER PRIOR TO S1CN NG THIS NOTE, BORROWER READ AND UNDERST00D ALL 1 HE "RO'vIS(ONS OF THIS NOTE °ORROVYER AGREES TO T= TERMS OF THE NOTE. ._ SORROWER ACKNONLEOGES RECEIPT OF A COMPLETED CORY nF T;IS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT 'HIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, BOR c0WER: G &C ASSOCIATES Y: , S B Iczael J '�Cassi �ereral Partner of G & C 1Seal) y.Ju �A Cas ,rGene.alz r `oI,�, C eat] Associates A c,ates (J iJS ff.PO:mdm5.'Jr..5.1S.Qi.�'+.mea'.!R-unC f uneis5ovnnti.ir,:,1957,2�Z a:51;.nt:5awwd. -PA.'Cn,o,,,C-.::;3Q,?n. QISCLE,„ (J[ FOR CONFESSION OF JuL)r'gENT P6n&ipal i baar�Date Fla urity �J GaII'001i 23�3.,£3f71}.iT4 '0 - 1 , Ao=wtj _ ear f F' C07 3 0-060 ; ,Ree erances in The boxes above e for Lena-r'� use- only and do not iimit he ar^t1ocabl:iid tl):s _h Any;term above Co�iTai: ” ^,aS 7e=ii ^��';;t' � CT � �., meat M an ,^..ar`c;llar ice'_:^:ct ii'1� OlJ� �� "l^"}itit tf ns Declarant. G €C Associates Lender: ORRSTOWN BANK 18 Log Cabin Road KING STREET OFFICE Newville, PA 17241 77 EAST KING STREET SHIPPENSBURG, PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS 4 ''0 DAY OF 20'0c6 A PROMISSORY NOTE FOR $230,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT 'LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WrTHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT,AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGA lIST DECL NT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: v� S. THE ll�DERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT,AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANN P M.I APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: ' C. AFTE HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT: INITIALS 1` N. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: G &C ASSOCIATES By r [Sea]) Mic C tl,I ra Partner of G & C Associates 4 By �. jam,� s, z� /I.., iSeaEl Juba A Cassidy, Genera artner f G & C Associates v EXHIBIT C Inst. # 201304686 - Page 1 of 5 I I i j CERTIFIED PROPERTY IDENTIFICATION NUMBERS 41-13-0108-024 - SOUTH NEWTON 41-13-0108-025 - SOUTH NEWTON CCGIS REGISTRY 02/12/2013 BY DC i I I i I i 1 i I THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA, P.C. 100 North Broadway,Suite 2600 I Oklahoma City,OK 73102 j Telephone: (888)236-0007 i Cumberland County,State of Pennsylvania Tag Map No.or Tax Parcel Identification No.: 41-13-0108-024 and 41-13-0108-025 I certify that the precise address of the Assignee is c/o Sabal Financial Group,L.P.,4675 MacArthur Court, Suite 1550,Newport Beach,CA 92660 I _ Ni rzellone I r i i j ASSIGNMENT OF MORTGAGE i KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown. Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as "Assignor"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company, its successors and assigns (hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.016 Loan Name:G&C ASSOCIATES j Loan Ref.:714819023 I I 1 Inst. # 201304686 - Page 2 of 5 ! j Mortgage dated July 16, 2009, executed by Michael J Cassidy andJulie A Cassidy, the grantor, to Orrstown Bank, the Lender, recorded on July 29, 2009, as Instrument Number 200926324 in the Official Records of Cumberland I County, State of Pennsylvania("Recorder's Office"), as the same may have been assigned, amended, supplemented,restated or modified(the "Mortgage"). i The Mortgage covers the property described therein, less and except any y portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, I LLC, ITS SUCCESSORS AND ASSIGNS. I THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR j WARRANTY,EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY ASSIGNOR. i [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] i I I i I I i i I I ! i i i AMO Ref.:2510.016 Loan Name:G&C ASSOCIATES i Loan Ref.:714819023 I I i i I I Inst. 0 201304686 - Page 3 of 5 I i JIN WITNESS WHEREOF, Assignor has caused this instrument to be executed thisy day of ` February,2013. 1 ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfolio,LLC,a Delaware limited liability company,I. mey-in-Fact By: Name: R.Patterson Jackson Title: Authorized Signatory 1 Q46uao-+-ion Lm-fed 1&e2of RR_Wded Tana(�u ,3 dog Qs!M-WU(Vd* ACKNOWLEDGMENT �Ja'('&P,cX130394P3 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: On this day of February, 2013, before me person appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio, LLC, a D are limited liability company, Attorney-in- Fact-for Orrstown Bank,a Pennsyl:exec ia banking c oration,known to me or proved to me on the basis of satisfactory evidence to be the sons w executed the foregoing instrument, and they thereupon duly acknowledged to me that they the same to be their free act and deed. WITNESS my hand and official se My commission expires: Name of Notary: i AMO Ref.:2510.016 Loan Name:G&C ASSOCIATES Loan Ref.:714819023 Inst. # 201304686 - Page 4 of 5 I State of California ) County of Orange ) On February 5, 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. i 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 MATFSON Commission 4 1930475 Z w = Notary public.California z z ... z Orange County A i (SEAL) MY Comm.Expires Mar 27,2015~ ublic >gn tore i j I I I i I I I i i r i i i Inst. # 201304686 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS - Y CUMBERLAND COUNTY 1 COURTHOUSE SQUAREXr- CARLISLE, PA 17013 717-240-6370 =_ Instrument Number-201304686 Recorded On 2/12/2013 At 8:37:11 AM *Total Pages-5 *Instrument Type-ASSIGNMENT OF MORTGAGE Invoice Number- 129094 User ID -BMM *Mortgagor-CASSIDY, MICHAEL J *Mortgagee- MAGNOLIA PORTFOLIO LLC *Customer- SIMPLIFILE LC E-RECORDING *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE DO NOT DETACH RECORDING FEES - $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $20.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $60.50 I Certify this to be recorded in Cumberland County PA y t)f CUA@ 2 0 v a RECORDER OF DEEDS \nso *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. • Inst. # 201304687 - Page 1 of 5 i i CERTIFIED PROPERTY IDENTIFICATION NUHBERS i 41-13-0108-024 - SOUTH NEWTON 41-13-0108-025 - SOUTH NEWTON CCGIS REGISTRY 02/12/2013 BY DC I I I i I i i j THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway, Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 I Cumberland County,State of Pennsylvania Tax Map No. or Tax Parcel Identification No.: 41-13-0108-024 and 41-13-0108-025 I certify that the precise address of the Assignee is c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550,Newport Beach,CA 92660 00i " Nick45arzellone i ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of: 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as "Assignor"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio, LLC, a Delaware limited liability company,its successors and assigns (hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and; interest in and to that certain: i i AMO Ref.:251.0.016 Loan Name:G&C ASSOCIATES Loan Ref.:714819023 I I I i I Inst. # 201304687 - Page 2 of 5 i I i i Assignment of Rents dated July 16,2009 (the "Assignment of Rents"), made by Michael J Cassidy and Julie A Cassidy, in favor of Orrstown Bank, recorded July 29, 2009, as Instrument Number 200926325 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 and/or relating to the indebtedness and/or obligations secured by the recorded loan i documents identified above. The Assignment of Rents covers the property described therein, less and except any portion of j the property previously released and/or reconveyed. i 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. I i [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] I i i I i I i 1 j 1 i I AMO Ref.:2510.016 Loan Name:G&C ASSOCIATES Loan Ref.:71.4819023 I I i i Inst. # 201304687 - Page 3 of 5 i IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation i j By: Magnolia Portfoly'N LLC,a Delaware limited liability company, is rn -in ct I I By. Name: R.Patterson Jackson Title: Authorized Signatory ' w^n �,� n NQ5U at`�t`-1046 4,Mi Rcaded Jaoma 'o (3 Q5-Inst u� ACKNOWLEDGMENT Qv"oe a70(3,p,2 i STATE OF CALIFORNIA ) SS: COUNTY OF ORANGE ) On this day of February, 2013, before me rsonally appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio, L , a Delaware limited liability company, Attorney-in- Fact for Orrstown Bank,a Pennsylvania b g corporation,known to me or proved to me on the basis of satisfactory evidence to be the pers who executed the foregoing instrument, and they thereupon duly acknowledged to me that the ecuted the same to be their free act and deed. WITNESS my hand and offici seal. My commission ex ' s: Name of Notary: i I i i i j i I AMO Ref.:2510.016 Loan Name:G&C ASSOCIATES Loan Ref.:714819023 I I I s r Inst. # 201304687 - Page 4 of 5 !I I State of California County of Orange ) i On February 5, 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. LYNN MAT7SON Commission#1930475 Notary Public- z California ` Orange County > (SEAL) My Comm.Expires Mar 27,:'2015 (ZP�61,16�ign'ature r • , Inst. # 201304687 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 1.7013 717-240-6370 Instrument Number-201304687 Recorded On 2/12/2013 At 8:37:12 AM *Total Pages- 5 *Instrument Type-ASSIGNMENT Invoice Number- 129094 User ID-BMM *Grantor-CASSIDY, MICILAEL J *Grantee- MAGNOLIA PORTFOLIO LLC *Customer- SIMPLIFILE LC &RECORDING *FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $11 .50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $20.00 FEES COUNTY ARCHIVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $37 .00 I Certify this to be recorded in Cumberland County PA �oe cuiy8 o RECORDER OF DEEDS *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. EXHIBIT D iodic 17C:ll1�E'; �811!� ...i U!.Iic fi.i"(7ULi(11-Y;rt on,Cp u! RHOADS SiNON t_I_P ,t.r,;, 1.652;01 t i5 :+.-)r,. 14�- fSTI-4, MW y Re: DE1lANll NOTICE VIA FEDER.r1L E PRESS NIC-Irk D. Hipp; Esquire \Tette Fvans & Woodside PC 3401 North Front Street P.O. Box 5950 Ilarrisbu:'g, PA 171.10-0950 Dear Mr. Ilipp: 'We represent Sabal Financial Group; L.P.. as servicing agent for Magnolia Portfolio, LLC (the "Le.nder'') WhO 13111•chased those certain loans made to G&C Associates, being more specifcally identified as Loan Nos. 104182-001, 104186-001; 104187-001 and 104188-00.1, which such loans the guaranteed by Michael and Julie Cassidy. it is our understanding that you represent G&C Associates and Michael and Julie Cassidy (collectively, the "Obligors"), and that you will share this Notice with your clients. if that is not the case, please advise us within the next three (3) days so that Nile can re-deliver this notice accordingly. the foreC, - loans may be referred to herein as each a "Loan" and. collectively. the "Loans". Capitalized terms used herein shall have the meanings attributed thereto by the various loan documents associated %- ith the Loans (the -Loan Documents') unless otherwise defined hcreil?. As you may kno\v, the Loans were in default at the time Lender purchased them and since that time. the Obligors 1?a\,e made efforts to make. payn;cnts and rehabilitate the Loans. Unfortunately, the Obligors have not made consistent or timely payments as required under the Loan .Documents, and therefore, the Loans continue to be in default. The failu•c to make timely payments on the Loans constitutes an event of default under the 1-oan Documents (the "Events of Default"). 4s a result of the 'Events of Default. the Lender N as and continues to be entitled to pursue various rights and remedies under the Loan Documents, including, without lin?nation, the acccicration Of all Of the. indebtedness that is oNved by the Obligors to the Lender under the Loan One South Market Square, 12th Floor • P.O. Box 1146 Harrisburg., PA 17108-114.6 • ph: 717.2.33.5731 29 Dov-,din Forge Road Exton, PA 19341 • ph: 610.423.4200 • fax: 610.423.4201 ivunv.rhoads-si non.cam 11.0 C D LIU !I e I i1-lj1ClS i C)1-1 of �j e 1 1 11 1"11(' til I n,,c rest t)c-'atl r17:'J, .)v -the 1),oculner-=. C L)I'. I rlC­i r.CI 1 1)e U rcc I o S L I r C. 11 (11Clat1J11. ol, (AItr cn 1'-)rce k nlem of the l.encicl. c r, NHU �1ellS ill al' _110 Y o 1 a!' 0' SCCLI I_ill� II-,c1110'C1)tCdI)CSS «]1 C1 oblit:at�JOII.S WICICY t1le DOU1111UMS. Accord1nL,l%.,. VOLI and [!Ie 01D]i 1-ors a,re llereh'V notified that: • Interest Shall Colli, 111LIC 10 'CUITC 031 the Unpaid Pl-;IlCil)LIJ balance 31 the default interest rate of OE-el- Percent o,,.-er the CLIFYCI-It a-ilplicable rale of each l'olin. Y • The I.ender. is hereby deL:larim, 1he Loans inimccliattk' due and payable, The OUBt, n(l lg principal and accrued interest under the Loans as of N'lay 30, 2014'js as 1,01lo%vs: Principal Unpaid D e fa u I t I Tola 1 Loan e Balance Interest Late Fees j Offier Fees Interest I Due 1041822-001 S-)06.8 15.03 529.709.69 S11,811.74 S 16,0821.0 1 S 12j)15,90 S_276.4_-,$.07 5-3,49,2205.40 525.359.07, .8 3 6 28 521,498.41 'S"18.814.28 X418,%13.4=', S 10-5.71 2TS2 55,57; 55.496.11 S 1.99 S 2 1. 104188-001 1,272.786.88 51'3,731.97 59,614.10 57,455.70 1 $74,239.18 S 1.487,830.83 Total AIMMIll DLIC. 4,522.81 Notwithstanding the fact that the Lender may immediately -exercise its rights and remedies under the Loan Documents. the t.encler «.Ijj allow the 0bliQOI_S Until Rlly 15. 2014 to satisfy the outstanding, indebtedness as set forth above. ff the C 1)1*L()Ot-s do not satisf� the outstanding IricicbTCdnCSS on or before July 15. ?014, the Lender may choose to exercise its rights and remedies under the Loan Documents \x,'ItI710111 any further notice to, the Obligors, Additionally. 11'pavrrient is not made on or belbre July 15, 2014 as set forth above, eve have bCCI1 authorized to institute appropriate legal action against the Obligors,ors. includinU., but not limited to, conf'ession of'judgment against the Obligors, and the foreclosure, liquidation, collection or other enforcement of the Lender's security interests and liens in any or all of the collateral ('-Collateral") SeCLIH110 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 Collection and Inicresi. The LCII&CS Cloction ricit to exercise any of its other rights and rtedies at the ) es el I Lline, and any financial ace orn m odations the L.ender may have madc to date, shall not be construed as a waiver of any rights or remedies of the l.ender. Nothing contained herein oi. , I In any other communication or 1.11 any ollpoing, discussions or 11cooliations which have or may take place between the Obligors and the T.,ender shall directly or indirectl\,.,: (i) create any obligation upon the Lender to defer any enibi-ccrnent action or make any further financial accomnindati Ions COnstilule a conscill Or present or flunn-e Event of Deflw[t or oner \'jola'tj011 of ally provisions of an Loan an any projisy), Ile,id. rnodilY Cl C,P07 .11Q: any ri�'ht� as �1 \Vaivel. of . V I J C;,�,,C o r rerned�, le a Course ofdfaljllU or ollher hasls 1-(),. 'I)CTCUn(j�,r.. 'or fiv) conslill], j)rj _11tc, 1,-, Illy duly or oblloatio . he Lender, N-o'iiling colll�lincd,` in this ]e"[tr shall confer on a,,-1y r, or any ()the!' persoll ol, C11111), "Illy rl�01),I I(, Other or r all), E\ent ol'DelaUit, -the]- notice o, Cure PvriCKIS y%jdj fill _.Sj)ecj1 10 The Lctider expressly reserves it! ()f ij, Loan Documents and/or apflicable la, '"Uh" Po'eys, Alleges and rcmodia under the vs. including. WilhOUL li-tilita'[ion. Me, as applicable: (i) to 0,,y he the Lendej-'.s i� a Raic to the Obligadons under ih r i Yll t ,T a since Me daw of incepboll Of the EAMS of AM& (y) to colnrC, Loan Document-S ence am; way or Awl- action to ., 1� L011=1 any or all of the indebtedness and obligadons under the Loan DOCLInacnts and/or any CO1.51mal or any INaperty jAedged by any other person Or ClItitv as indebtedness and ObligWons under the, Loan Documents; (iii)- security folvany or all of we on any or NJ of the Collateral and/or ��ej_oj­f or a to foreclose or othermSe realize indebtedness or obliga%S urnnder the Loan DocuPAY to Me payrnent of all�, 01. all 01, the take any other enfor- ems any or all of 1110 Collateral action or Othm"Vise exercise any or MI by any Loan Docurntrl, Or by applicable laws, Aghts and rernevesand (jv) 1c) The Lender appreciates the D&, rade. M date wilh respect to the Loans and feels that a oldl to discuss these Loans would be beneficial. Please advise of Your availability .:or a conference call "Win We IMA ten day& in the rneantirne, please do 1101 hesitate to contact undersigned with any quesbons or concerns- Very truly yours, RiIOADS & SINON LLP By: Kat-K ,! Dicringer Sallie. cc: Ann Hempfling, Sabal Financial Cjl-()tll), L.P. (via electronic mail) Ralph Fetrow(via electronic mail) Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. 0. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax hzkelly@mette.com Attorneys for Defendant MAGNOLIA PORTFOLIO, LLC, Plaintiff V. JULIE A. CASSIDY, Defendant CF THE PROTHONOLVZ 2014 OCT 17 PM 12: 33 CUMBERLAND COUNTY PENNSYLVANIA : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : Docket No. 14-5582 Civil Term PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance on behalf of Defendant, Julie A. Cassidy, in the above - captioned matter. By: Date: October 16, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE EATHER Z. LLy, SQUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. 0. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant Julie A. Cassidy 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 9Y-47-v2A HEATHER Z. KELLY,i‘UIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. 0. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant Julie A. Cassidy Date: October 16, 2014 747036v1 Stephanie E. DiVittore, Esquire Attorney I.D.No. 85906 Kathryn D. Sallie, Esquire Attorney LD.No. 108116 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717)233-5731 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. CIVIL ACTION— LAW JULIE A. CASSIDY, Defendants CASE NO. 14-5582 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 r a F � 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 66A " i w MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, PIaintiff PENNSYLVANIA V. CIVIL ACTION JULIE A. CASSIDY, NO. 14-5582 j Defendant : MORTGAGE FORECLOSURE ACCEPTANCE OF SERVICE E I, IIeather Zink Kelly, Esquire, accept service of the Complaint in Mortgage Foreclosure i in this matter on behalf of Defendant Julie A. Cassidy. As counsel for Defendant, I certify that I am authorized to do so. j Date: f 0 Lo By:_ Z &ZK leather Z. Kellyl, squire i Melte,Evans&Woodside 3401 North Front Street i Harrisburg,PA 17110-0950 i Attorneys for Defendant I i i i I I i I I 966708.1 I Y' CERTIFICATE OF SERVICE I hereby certify that on this �" 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 y ra D 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 I CF. TtaJ . `. UFS{lwaEItLAY_4 tV OL f' Ll;fl y t''' `iia""-. : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 14-5582 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: Heather Z. Kelly, quire 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. 14-5582 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 148 Gutshall Road, 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). 2 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. 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. Com. Pl. Centre 2006); Washington Mut. Bank FA v. Carr, 77 Pa. D. & C.4th, 137-38 (Pa. Corn. Pl. 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 3 for the Defendant to confirm that the plaintiff has a substantive right to bring the claim. HillbrookApartments, Inc. v. Nyce Crete Co., 352 A.2d 148, 153 (Pa. Super. 1975); Wilcox v. Regester, 207 A.2d 817, 818-19 (Pa. 1965). 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 )114 eather Z. Kelly,q quire 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: p —14,(4 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 kee), 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 Xbibit A . Inst. # 201303263 - Page 1 of 3 NOT APPLICABLE FOR PIN NUMBER CCGIS REGISTRY 01/30/2013 BY DC LIMITED POWER OF ATTORNEY Reference is made to that certain Loan Sale Agreement for Portfolio Offering #121210, dated as of December 20, 2012 (the "Loan Sale Agreement") by and between ORRSTOWN BANK having a notice address of 77 East King Street, Shippensburg, PA 17257, Attn: Jeffrey M. Seibert, EVP/Chief Operating Officer ("Seller") and MAGNOLIA PORTFOLIO, LLC having a notice address of cio 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 Signed, sealed and delivered in the /Irese ciT—h By: Name: By: Name: 6. By: Name: Zachary lynn Title: SVP, SAG (rector Special Assets Group bmaci 11101,13 n STATE OF ACKNOWLEDGEMENT "\Stil 1ni C� § COUNTY OFkLU I CERTIFY that on the 19th day of December 2012, Zachary M, Flynn personally came before me and acknowledged under oath, to my satisfaction, that: (a) he signed the attached document as Senior Vice President of Orrstown Bank and (b) this document was signed and made by Orrstown Bank as its voluntary act and deed, COMMONWEALTH OF PENNSYLVANIA Notarial Seal Ashley R. Nell, NotaryPubl e Greene Will, franldin County CommIsslon E%plreS Ma 29,, 2016 OF NOTARIES MEMBER, pfNNSYLVANIAASSOCIA 2 NOTARY ' : L C My Com cm Expires: Km a9, u P Page 2 of 2 Inst. # 201303263 - Page 3 of 3 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 201303263 Recorded On 1130/2013. 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 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 sd ivittore@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 : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : CIVIL ACTION : NO. 14-5582 : 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, as well 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. 974776.1 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 of Paragraph 15 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. 16. The allegation of Paragraph 16 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. 17. The allegation of Paragraph 17 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. 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 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, 12th Flr. 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 Plaintiffs 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