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HomeMy WebLinkAbout14-5583 D Supreme Corrurt ofTennsylvania CourrtI;o4-Cmm�o`n;Pleas For Prothonotary Use Only : Civil Cove.Sheet ' 1 Docket No: Cumberland County ,lj ,rte/ J The information collected on this fibrin is used s01e1)1.f07- court adminisirution purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law.or rzrles of court. Commencement of Action: S x Complaint 0 Writ of Summons D Petition 0 Transfer from Another Jurisdiction 0 Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: Magnolia Portfolio, LLC Julie A. Cassidy T Dollar Amount Requested: D within arbitration limits I Are money damages requested? X Yes D No (check one) x_outside arbitration limits O N Is this a Class Action Suit? M Yes El No Is this an MDJAppeal? D Yes 0 No A Name of Plaintiff/Appellant's Attorney: Stephanie E. DiVittore, Esquire D Check here if you have no attorney(are a Self-Represented JPro Sed Litigant) Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim,check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS D Intentional M Buyer Plaintiff Administrative Agencies Malicious Prosecution D Debt Collection:Credit Card Board of Assessment 0 Motor Vehicle 0 Debt Collection: Other Board of Elections D Nuisance D Dept.of Transportation 0 Premises Liability 0 Statutory Appeal:Other S 0 Product Liability (does not include E mass tort) F11 Employment Dispute: 0 Discrimination Slander/Libel/Defamation 1] C D Other: Employment Dispute:Other 0 Zoning Board (� Other: ,I, 1 D Other: O MASS TORT Asbestos N 0 Tobacco Q Toxic Tort-DES Q Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS Toxic Waste D Ejectment M Common Law/Statutory Arbitration B ❑ Other: 0 Eminent Domain/Condemnation 1] Declaratory Judgment El Ground Rent 0 Mandamus 0 Land I ord/Ten ant Dispute D Non-Domestic Relations D Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABILITY [H] Mortgage Foreclosure:Commercial Quo Warranto 0 Dental El Partition Replevin 0 Legal 0 Quiet Title D Other: Medical D Other: 0 Other Professional: Updated 1/1/2011 Y MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION - MORTGAGE FORECLOSURE �?ry c pct JULIE A. CASSIDY, NO. C-� =J Defendant NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE, IF YOU DO NOT HAVE A LAWYER OR YOU CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 r � AVISO USTED HA SIDE DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO 0 NO PUEDE PAGARLE A UNO, LLAME 0 VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. Court Administrator 4`h Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4�h Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 Y 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. 963161.1 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 December 27, 2007 between Julie A. Cassidy, as grantor, 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$450,000 and was recorded in the Office of the Recorder of Deeds, Cumberland County, Pennsylvania as Instrument No. 200803686 on February 6, 2008. (Exhibit A). 6. The Mortgage secures a Promissory Note executed and delivered by Mt. Holly Beverage, L.L.C. to Orrstown Bank on or about December 27, 2007 in the amount of$450,000. (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 12, 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. 201305432 on February 19, 2013. (Exhibit Q. 8. The property subject to the Mortgage for which the Lender seeks foreclosure is comprised of one tract located in the Borough of Mount Holly Springs, Cumberland County, Pennsylvania with an address of 510 North Baltimore Avenue, Mt. Holly Springs, 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. 12. The real property at issue in this action is not subject to any obligations subordinate to the $450,000 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: If no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of$3,725.91 each, beginning January 27, 2008 with interest calculated on the unpaid principal balances at an initial discounted interest rate of 7.750% per annum; and 180 monthly consecutive principal and interest payments in the amount of $3,841.43 each, beginning January 27, 2013, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 7.25%), plus a margin of 1.000%, resulting in an initial interest rate of 8.250%. Borrower's final payment will be due on December 27, 2007 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. (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 March 30, 2012, 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 $479,176.69 itemized as follows: (a) Unpaid Principal $ 399,228.69 (b) Unpaid Interest $ 62,302.08 (c) Late Charges $ 4,761.36 (d) Attorneys' Fees $ 12 884.55 TOTAL $ 479,176.69 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 $479,176.69 plus all other costs advanced by Plaintiff and interest accruing at a per diem rate of$80.63 and order a judicial sale of the interests of the Mortgagor in the mortgaged premises. Respectfully submitted, RHOADS & SINON LLP By: 5,'U' 'Z �', 47. Stephanie E.E. DiVittore Attorney I.D. No. 85906 sdivittoregrlloads-sinon.coni Kathryn D. Sallie Attorney I.D. No. 208116 ksal lie(cr�,rlioads-sinon.com One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC VERIFICATION Aim 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 Stich 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 empfli Sabal Financial Gr�etnager P. EXHIBIT A ' -CL , Parcel Identification Number: RECORDATION REQUESTED BY: ORRSTOWN BANK n ., KING STREET OFFICE 77 EAST KING STREET —1 SHIPPENSBUP,G,PA WHEN RECORDED MAIL V ORRS70WN BANK / 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA / 1725', FOR RECORDER'S USE ONLY MORTGAGE Amount Secured Hereby: $450,000.00 THIS MORTGAGE dated December 27, 2007, is made and executed between Julie A. Cassidy, whose address is 9974 Molly Pitcher Highway, Shippensburg, PA 17257 (referred to below as "Grantor") and ORRSTOWN BANK,whose address is 77 EAST KING STREET,SHIPPENSBURG, PA 17257 (referred to below as"Lender"). GRANT 0"r MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases,confirms and morgeges to Lender all of Grantor's right,title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; Ell 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 allminerals, oil,gas,geothermal and similar matters, (the "Real Property") located in Cumberland County,Commonwealth of Pennsylvania: See attached The Real Property or its address is commonly known as 510 N. Baltimore Ave., Mt. Holly Springs, PA 17065. CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities, plus interest thereon,of either Grantor or Borrower to Lender,or any one or more of them, as well as all claims by Lender against Borrower and Grantor or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined,absolute or contingent,liquidated or unliquidated, whether Borrower or Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right,title,and interest in and to all present and future leases of the Property and all Rents from the Property. In addition„Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (BI PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF 5450,000.00, THE RELATED DOCUMENTS,AND 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 hes the full power,right,and authority to enter into this Mortgage and to hypothecate the Property; (cl the provisions of this Mortgage do not conflict with,or result in a default under any agreement or other instrument binding upon Grantor and do not result in a violation 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 control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements,and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that (i) During the period of MORTGAGE (Continued) Pace 2 6;ars Warship of the iiirooe.-ty,-,here ras been no use,cene,ajio-, , ma�,wz release or:hieaened eU, ,ora , °;r en;, disposal. � any personabout- or fro— the aniOr has no knDw'egge of, or reason to beiisve there has been, . _x0ebt as previous;,disclose--Lo ad 2:know*lcdget by,1�endc, in writing. (a) any beach Or liDiatiO' Of any E.nvironrnenzal Laws, (b) -7y ,-,as, gEner- - .ac-u-s' sto'a 2a, ti`e2tm8nt, disposal, 'elease or thisstened u'stance ­.;on'about'''anu of a.y Hazardous S on, unne', or�.,Orn �-Ooe7y ov any prior ov"ne-S O, 0-CuDEr'S 07 the �Tobe,­y, 01 (c) any a�,-al .h, -1.nU:;a-.ior, zened Cr claims of any kind by any Person els,�ino such maor -n.ers: and i3) Exoep-,as P.-cviousiv r . d-isciosec-C=-id acKnowled.-ed by Lender in v-iting, ;al ncivier G.antc-, nor 8,ty-er­,ant, authorize.,ijse a.b.or,Boen-01 caner the F_ . :1 . ' .. OPe__,Y Sh:-;!l USE!,Genera treat,dispose of Dr release any . D I as - Hiazaocous Substance or,,under,abo,.it or from the Property;and (b� any suoh 2CtivitY sr,511 be Conducted in compliar-_-e with all a,-plicabis federal, S-s-,e, ant ;o-al laws, rec,_-Iaticris and ordinanbes, incitdino _nviro,lrnental Laws. Grantor authorizes Lender and itsto ariler upon Property make su z - or Inspections and tests, at expense, as Lender may deem OPP--=riaze tc determine compliance of the Proper-Ly with this sectio.- Or the Any inspections or less made by Lender Shall be for Lender's purposes only and shall'all no',be construed-,o,-eate any responsibility or Fabliry on the par-,of Lend=;to Grantor or tr any other person. The n-, en!sseati_�rs and warranties contained 0, ained- I aherein are based on Grantor's die diligence in inv3stic2'ir)0-the PrOPer"ZY for Hazardous Substances. Grantor hereby (1) releases and WB;VEE any future cairn azairlt;L Lander for indemnity or contribut.ion in the even-Grantor Q becomes liable for cleanup or other cos-zs under any suchlaws;and 12l agrees to indemnify,defend,and hold harmless Lender w ancer against any and all claims,losses, liabilities,darnaces,penalties,and expenses which Lender may diregtly or indirectly sustain or suffer resulting from a breach Of -,,",is section of the t,/,o rtgaPe Or 29 8 consequence Of any Use, generation, manufacture, storage, disposal, posal,release o, threatened reeiened 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 ofi hsection of the Mortgage, including the obligation to ind=emnify'and defend,shali survive the Payment of the Indebtedness and ctethe satisfaction and reconveyance of the lien of this Mortgage and shall not be Effed by Lender's acquisition of'anv interest in the Property,whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or Permit any nuisance no, commit, permit, or suffer any stripping Of or waste on.or to the Property or any portion of the Propery. Without limiting tna generality of the foregoing,Grantor will not remove,or crant.c t any other party the right to remove,any timber,minerals (including oil and gas),Coal,Clay,scoria,soil,gravel or rock products without Lender's Prior writter,consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Proper-,y 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 equal value. replace such Improvements with Improvements of at least 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*,arms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations,now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property,including without limitation,the Americans With Disabilities Act. Grantor may comes*,in good faith any such law,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion,Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts,in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any interest in the Real Property. A"Sale Or transfer"means the conveyance of Real Property or any right, title or interest in the Real Property,whether least,beneficial or equitable;whether voluntary or involuntary;whether by outright sale,deed, installment sale contract,land contract,contract for deed, leasehold interest with a term greater than three(3)Years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property,or by any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation,partnership or limited liability company,transfer also includes any change in ownership of more than twenty-five percent 125%)of the voting stock, partnership interests or limited liability company Interests,as the case may be,of such Grantor. However,this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor 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 free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to in writing by Lender,and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any*tax,assessment,or claim in connection with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or,if a lien is filed, within fifteen(15)days after Grantor has notice of the filing,secure the discharge of the lien,or if requested by Lender,deposit with Lender cash or a sufficient corporate surety bond of 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 B 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 obliges under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of Payment of the taxes or assessments and shall authorize the appropriate govemmental official to deliver to Lender at any time 8 written statement of the taxes and assessments against the Property. No-ice of Construction. Grantor shall notify Lender at least fifteen(15)days before any work is commenced,any services are furnished,or any materials are supplied to the Property,if any mechanic's lien,materialmen's lien,or Other lien could be asserted on account of the work,services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such M0RTGAGE (Continued) Page s ImP.m vamen S. PROPERTY DAMAGE INSURANCE. The iollnwi _ ,,cvisions .eL;ino .c irtsurnc :i=_ Property a._ a par, of this A4g- Sae Maintenance of Insurance. Granit sn3ll procure and mainta[n policies of fire insurance with standard extended coverage er=—ements on a replacement oasis for the�ful!insJrabie valJe Caverinc all improvements on tha "aEI .reperty in an amount sufficient toEvoid appiipation of any coinsurance clause, and with a Standard mortcaaee clause in favor of Lendsr. Grantor shall also procure and maintain comprehensive_g=eneral liaoility insurance in such eaverage amzuna as ender may recuest wit Lender being named as additional insureds in such liability insurance policies. Additionally,Grantor shell maintain such other insurance, including but not limited to hazard, business interruction and boiler insurance Es Lender may require. Policies shell be written by such insurance companies and in such fora:as may be reasonably acceptaple to Lender, Grantor shall deliver to Lender certificates of coverage from earn insurer containing a stipulation that coverage will no;be cancelled diminished without a minimum of ten1 i0i days'prior written notice to Lender and not containing any disclaimer of the insurer's[;ability for fzilure to Give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be Impaired in any way by any act.omission or default of Grantor or any Other person. Should the Real Property be located in an area designated by the Director of the FederalEmergency Menagement Agency as a special food hazard area,Grantor agrees to obtain,and maintain Federal Flood Insurance, if available, within 45 days attar notice is given by Lends,,that the Property is located in a special flood hazard area,for the full ureid principal balance of the loot,and any prior liens on the grape^y securihq the[pan,up to:he maximum policy liras 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 tc the Property. Lender may maize proof of loss if Grantor fails to do so within fifteen (151 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 insurence and apply the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property, or:ne restoration and repair of the Property. If;Lender elects to apply the proceeds to restaration and repair,Grantor shall repair or replace the damaged or destroyed Improvements in s manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within '180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first To pay any amount owing to Lender under this Mortgage_,then to pay accrued interest,and the remainder,if any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds atter 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 effect 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 end be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy;or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants That: (a)Grantor holds good and marketable title of record to the Property In fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title Insurance policy,this report,or final title opinion Issued in favor of,and accepted by, Lender in connection with this Mortgage,and (b)Grantor hes the full right,power,and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival of P.epresentations and Warranties. All representations,warranties,and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own,choice,and Grantor will deliver or cause to be delivered to Lender such instruments end documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation,Lender may et its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award atter payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES, The following provisions relating MORTGAGE (Continued) pace 4 gcverrf.^ten:a.,Eros, fees and:d_=-CES _ a,_E,.a;o this fhc toad Current Taxes, Fees and Charges. Upon reousst b•;Lender.G:an;or s^all exEc:r=such doC:.j encs in addition tO _eaF;s f;4r..,agE en6 take v;ha:ever Erne; x;is requested by ender tc pe:feg:a-ld ZO^-inue Le:rer's lien o--)al Property. Grants s gall rE-bU:Ee LEn7E' fdi all :axes, zs dasZri�ed bsi:v:, ;o incpether with all expenses xrad in recording, p=-actin= Or cootinuinc this kgor,_ace, inc(.;dine without r-:--ion all taxes. teas, xu dmenta:y star^pts,arc otha:Errs for:F=ord'nc or:egisserine:his Mortgage. Taxes. Tne tgl;OvJ;nd mall z=stltule:axes' ^,je h4Ort _ge dr - - wri=t, section 2oOGes: Iii sae c -,ax a u ;,.all'r;.ny car,c the L'tdao;ecnar secured by this IJ,O::csge; (2) a specific tax cn=or,cvter, v:hicn ogrrovter is a.;:hcrfzed C;.'edL'L'Ed tC gado=:from paymens on the Indebtedness secured by this type of Mi D. a_e• f3) a:ax o-this:hype s Mo-cags chargeable against 'theL=ender Or the:toider of he ore: i4i a t, t`,,._.and 'pO,;Or,0 tha Indebtedness or on payments of prino;pal and in-e;es;made by Bo"Ovr .er. Subsequent Taxes, If any:sx to which this sectiOn Edpiies is enacted subseouen;TO the date of this MOr:caoe, tnis event shall have the same e-ecl as a:went of Defauit. and Lender may exercise any or all Of its avails--' ble remedies for an Event of Desault as provided below unless Grantor ei-her li) days ;he:ax be-,ore i;becomes delinquent,or (2) contests the:ax as provided above in the Taxes and Liens sEc;ion and deposits with Lender cash Or E sufficient cxporEts sur e:y bond or other security satisfactory to L ender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage o:try Zg�a a SedUrIN z_reement a,e a pan,of this tJio-gaoe: _ _ Security Agreement. This instrument shall --Onsthute a Security Agreement ;o :he extent any of the =roperty constitutes fixtures,and Lender shall have all Of the rights Of E secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender,Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In sodiior.to recording this Mortoage in the real property records,Lender may,at any time 2.d v,ithou;further authorization from Granter,file executed counterparts, copies o; reproductions Of this IJo-gage as a Out statament. Grantor shall reimburse Lender for all expenses incurred i^perfecting o:continuiric this security interest. Upon default.Grantor shall Hat remove, saver or detach the Personal Proper.}•from *,ne Property. Upon defe_It, Grantor shall assemble any Personal Property no;affixed to the Prope..^.v 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 der„End from Lender to the extent pe:-fitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concernino the security interest granted by this Mortgege may be obtained (each as required by the Uniform Commercial Code)are as slated or the first page of'itis Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assuranges and additional authorizations are a part of this Mortgage: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver, or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender, cause to be filed, recorded,refiled,or rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete. perfect, continue,or preserve (i) Borrower's and Grantor's obligations under the Note,this Mortgage,and the Related Documents,and f2) the liens end security interests created by this Mortgage as first and prior liens on the Property,whether now owned or he 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 the*,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 deriver 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 xermination 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;arm, 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 Documer-ts 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 of Grantor's (regardless of whether election to continue Is made), any member withdraws from the limited liability company, or any other termination of Borrower's or Grantor's existence as a going business or the death of any member,the insolvency Of Borrower or Grantor,the appointment of a receiver for any part of Borrower's Or Grantor's property,any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. WIIOR i GAGE (Continued) Pace 5 Creditoro; Forfeiture Proceedincs. Commenssment J. ;,reclosure or forfeiture proceedings, wnatner by judicial proceeding, self-help, repossession. or any o:he. me:nod, by any Creditor of, Sorrnwsr gr Grantor or ay any eovcmime_ntal acency a ainst any property securing -ne Indebtedness. This includes a arnishmcn: of any of BJrry Jv.•='s w Grantor. ac includinc Js_pcsi.accounts,writ-..Lends". wave,.inis Ev=_na uaf :a_ s-alt not acply if the-e is s coJcfaith dispute by Borrower o-Cr -cr as to ,he validity or reasonabieness_of theclaim ;aica is t basis of „_ .__itJr ,fo fe ue proceeding ant if Bo:rower r. Ctantor ohes LEndcvat er.novice 1of :he creditor or forfeiture pro.edin:and deposits wish Lender monnies or a sure•bond creditor or fJrfe to e proceedinc,in an amp n:dere,•nine:by Lender,in a sole disoretio-.as being a,-,adecuEte reserve or bond f,, .he Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other sc_reement between Borrower o.,Grantor and Lender ..-.is „not remedied within any--ce_ riod prov:ded therein includinc witno;r, iimi:atio n any agreement concemino any inJebtedness or ,that obligation of Bcrrower or Grantor to Lander, v: _:her existinc now or later. =_vents Affecting Guarantor. Any of the preceding events occurs wit^ espect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity c, or liability under, any Guaranty of he Indebtedness. In the event of a death, Lender, at is option, may, but shall not be required m,oermiz the Guarantor's estate to assume unconditionally the obii_cations arising under the guaranty in a manner satisfactory to Lender,and,in doing so,cure any Even:of Default. Adverse Chance. A material adverse change occurs in Crantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness_is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default,other than,a defeult 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 (:2`•months,it may be Cured if Grantor, after receiving written notice ftorn Lender demanding cure of such defauft: (i) cures the default within fifteen,(1 5)days;or (2) if the cure.eouires more than fifteen Il 5)days,immediately initiates steps which Lender deems in Lender's sole discretion t0 be sufficient tJ cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce cornpliance as soon as reasonably practical. RIGHTS AND REIAEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's ootior.,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 Et its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies, With respect to all or any part of the Personal Property, Lender shall have ell the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender,then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either in person, by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond If permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in ell 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 fur 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 acainst '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 E 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 Miortoage 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 richt to have the Property marshalled. In exercising its rights and remedies,Lender shall be free to sell all or any part of the Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten(10) MORTGAGE (Continued) Page 6 days be':)-Etre of the sale o.disposition. Any sale of the pe-sora!-,:�Dsrty me",be m.-be any safe of the tine Prooerzy. i,-.czmjur.:-;�—wi-h Election of Remedies. -E1Ect-Qn by Lender---zursus any remedy no:Ex01udE oursjiz 04 RMV C-,he. 'E.71=dV,and an election to make Expenditures of I^take action to pe-arm an oblisa-.ion Of G.Er.:07 Under this MOr",020e, efte, Grantor's failure s 1. en r ,nh Z, - ailure tc Perform. ral:riot I- ,de*s -0 declare a def2uf,.and erne--isa.-Notrii-,P un:�e, this Vorz,.:E-e or anal:be c0,-.S—U9d - So as 0 limit or restrict the ngh:s and remedies availehie*.D Lender following an Even:c'Default,or in any v.,ey to limi:0r res:.i.-t the riig".s and ability of Lander-o Proceed directly a;sins'Grantor and/or--orrowe;and/or against any oth=erc - co-make pua:anzor,surety o, endorser to .,,.,geed agains-.any 0Z.')ef CZ1121a7al directly o,indirectly -he fndcbtcdnEss. Attorneys' Fees; Expenses. 11 Lamar institutes any suit or *,o enforce a. the t_rets of his t . . q. 11 e _ Vo age, �.ender shall be entitled-a recover such sum as the CC)UrZ rnEV BJjuld-ge reasonable as ar-cmsys* lees at trial and !.,Pon any appeal. Whether or not any court ac-zion is involved, and to :he extvT not Prohibited by law, all rcasonFble expenses Lander incurs:!hat in Lender's opinicr, are n=ecessary at any rime for The onnZection of its interest o,the en4or:emer,-,c`its rights shall became a D21 of the Indebtedness payable on demand and shelf bear interest a-,the Note rase from the dare of tne expenditure until repaid. Expenses covered by this paragraph include, 'without limi-,a:ion, however subject to any limits under E'opiica-ble law, Lender's reasonable a—zzorneys' fees and Lender's fecal expenses,whether ',-, or not is a lawsuit.including reasonable a7corneys' fees and expenses for bankruptcy Proceedings (Including of yrs to modify 0. Vacate any 21itonatic stay or injunction), aPpea!s,and any a:izicipated post-judgment. collection services, the cost of sea.ching records, obtaining title reports (including foreclosure reports), sv8Y0--S' fEPOr-,S, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will Pay any court costs,in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable few, any notice required to be given under this Mor—_oege shall be given in writing, end shall be effective when actually delivered, when actually received by telefacsimiie ;unless otherwise required by law),when deposited with,E nationally recognized overnight courier,or,if mailed,when deposited in the United States mail,as first,class,certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All Copies Of notices Of foreclosure from the holder of any lien which has Priority over This Mor-toace shall be sent to Lenjar's address, as shown nea. the beginning of this Mortgage. Any;)a—.',y may change Its address for notices under this Mortgage by giving forme!written notice to the other Parties,specifying that the Pu-'pose of the notice is to change the party's address. For notice purposes, Grantor agrees to keen Lender informed at all times of Grantor's current address. Unless otherwise provided.ed by applicable law,if there is more then one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the Parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing end 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 Lander shall require. 'Net operating income' shall me-an all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage 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 unlessh waiver Is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any eigacht 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. Severability. If a court of -Competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal, valid and enforceable. It the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidiry, 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 merge,of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time hold by or for the benefit of Lander in any capacity,without the written consent of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assions,and shall be enforceable by Lander and Its successors and assions. Time is of the Essence. Time is of the essence in the performance of this Mortgage. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the sincular 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: Bortower. The word 'Borrower' means Mt. Holly Beverage, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word*Default"means the Default set forth in this Mortgage in the section titled'Default". Environmental Laws. The words 'Environmental Laws" mean any and all state, federal and local statutes regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42 MORTGAGE (Continued) Pace 7 U.S^ Section 9501,et seq. CcPoC_P."),the SuperPJnd Amendate- and=ea'",C`zation Ac,of I 2EE, =ub. L. Na.99-499 CSARA."),the Hazardous tJ,ateria!s Transoortatior,Act,49 U.S.C.Section t 501, sec.,ore Resource Cense„ r.on and Fe c ery Azz,42 U.S.C.Section 5901,at se;_or othe, -cpiicable.gate or t„c_.a.lavas or regulEtiCrs adopted pursuant thereto. Event of Def>_ult. The words Even-,of DelELIt"mean an':of-Ine events zc I_f.-u!t_e:forth it tnis Mo--cane intls evants cf default section- hhcrtcace. Grantor, The word"Grantor' means Julia_A.Cassidy. Guarantor. The word 'Guarantor, me_.,_ any cua,antor, surety, 0n, accommodation, ,arty of any or Ell " r- Indebtedness. Guaranty. The word 'Guaranty- means the guaranty from, Gueran.or to Lender, including without limitation a guaranty of all or par,of the Note. Hazardous Substances. The words ----.dous Substance mean mate„ale neL because of their ouarmy, concentration or physical,chemicai or infeotiCUS characteristics,may cause or pose a present or potential hazard c human health or the environment when improperly used,treated,noted,disposed o generated,mane;acture. ransported or otherwise handled. The words"Hazardous Substanoes” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or wase as defined by or listed under the Environmental LEWS. The term"Hazardous Substances' also includes,without iini:stion,petroleum End 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 gm,the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, tooether with Ell renewals of, extensions of, modifications of, consolidations of and substirutions for the Note o,Related Documents end any amounts Expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations undar this Mortgage, together with, interest on such amounts as provided in this Mortgage. Specifically, without limitation,Indebtedness includes all amounts that may be indirectly secured by the Cress-Colfaterafzatior,provision, of this Mortoaga. Lender. The word"Lender"means ORRSTOWN SANK,its successors and assigns. Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender. Note. The word "Note' means the promissory note dated December 27, 2007, in the original principal amount of$450,000.00 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 December 27,2027.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition:of the Property. Property. The word"Property'means collectively the Real Property and the Personal Property. Real Property. The words"Real Property"mean the real property,interests and rights,as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: f ��� tt � X :\ k i ,� - .� �k (Seal) Julie X. assidy / Signed,a owled ed an �liv 'Tihe presen�f: X� Witness X Witness MORTGAGE (Continued) Page 8 CERTIFICATE OF RESIDENCE heresy c..r,iry, ha,,he precisc_add....s of the mor..__ee,ORRSTOWN BANK,herein is as follows: KING STREET OFFICE,77 EAST KING STR=cT,SHIPPcNSIBURG,?A i 7257 �/,'� Attorney a)Agent mr wortcaoee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PSNNSYLVANiA 1 / ! )SS COUNTY OF ( z4a, •.1P1:`,.��.�.�L!/� 7 J l On this,the day of 20 ,before 1e the undersigned Notary Public, personally appeared Julie A.Cassidy,known to me for satisfactorily proven!to ,the person whose name is subscribed to the within instrument,and acknowledoed that he or she executed tate same.or the purpose therein contained. Tl 1_..p_NNcYLVANiA adK nd and official sea, �—Notarial Seal ( / Noery?ubl'c I Reber»a?ate, b�and w^uniy Shioo:s u ,s G m t =xo'-sAp 2'.2OJ?' Notary Public in and for tate o' Nnember.P••nns;>i�zniz�k:.xietioa a No;zriz vser..a Karo•va.�romr+w.x.w.�a sw.«,�M..un.m�. M.raro w...�-n•,_av�ur tt:*.,z:•rv+ XHIB IT "A', r ^' i IIIA Ci.lZl,1,ll\' tr c•: of IF being Si date lin the t3ory agh of '`Fount IT _ 1�. Hol lj prir!g-, Cunibe.i acid Coapt. saki t1ac' Leiiig i.iiOre pa lc'�larl; bC' _QeQ and C _ Cr1J8Q as 1Viil.,'rNS, BBGI?\ I?�G at a set iron pin on the eastem rg'1t-ot= -a;- l' 1 :. lne of Baltimore Avenue at and no-x or `orinel"ij- of the Readlrg Railroad Corf�pany. thence aloii- land n0,,v or formerly of the Reading Railroad Cornpainy Sohl' 87 degrees 37 iirirutes 50 seconds last 17930 feet to a set iron pill, thence a ong an unopened Do Toot alley South 00 degrees 02 minutes 66 seconds �T�est 147.61 feet to-a set iron pin on the northein side of Lwuman Street, thence along the northern side of Lawman Street South 82 degrees 60 minutes 00 seconds West 176.61 feet to a seL Pa ker Kolar, Nail at the eastern right-o-97, lirle of Baltimore Avenue, thence along tie eastemn rlaht-of-u'ay line or Baltimore Avenue '.LNToi�h 01 degrees 13 minutes 44 seconds West 17-11.00 feet to a set :con pin the point ofBE0iT�IN0. CONTAINING 0.6602 acres. BEING the same real estate that Michael J. Cassidy and Julie A. Cassidy, husband and wife, co-partners, t/d/b/a G & C Associates, a partnership, by their deed dated December 27, 2007, and intending to be recorded prior hereto in the Office of the Recorder of Deeds in and for Cumberland County, conveyed to Julie A. Cassidy, the Moi[gagor herein. l i ROBERT P. ZIEGL:ER l REORDER OF DEEDS I 1 COURTHOUSE SQUARECARLISLE, PA 17013 71 17-240-6370 I. i Instrument Number-200803686 Recorded On 2/6/2008 At 9:36:14 A_dt *Total Pages- 10 Instrument Type-MORTGAGE Invoice Number- 13881 User ID -RAK r Mortgagor-CASSMY,JULIE A Mortgagee- ORRSTOWN BANK *Customer- SOUTH CENTRAL HOME rFEE ES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO 510 . 00 JUSTICE RECORDING FEES - $21. 50 �� NOT ���i�.0 RECORDER OF DEEDS AFFORDABLE ROUSING $11.50 This ,i3age is IIOW part COUNTY ARCHIVES FEE $2.00: -of this legal document. ROD ARCHIVE$ FEE $3.00 TOTAL PAID $46.50. I Certify this to be recorded in Cumberland County PA RECORDEO/D/REDS x730 4-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. fOOOGIQG PROWSSORY NOTE Flz�kl6p_:k j Lt;arq Da7n i j %S�nu-n t-} Lcan Mo c o U�,_t S;i=-50.,&'0.0;a i2-27-2:0077 26!471-3S,90 'G2 't are rCr use n 1:y a,i J do 7-,of I I -,�;e pp a b i li7�1 T IM.,S _^=J7)er-,t t:� a7,v zia7;C-_-ler!Dan o, -Dov 'as Con-= 1-Jin , Borrower: V.t. Holly Beverage, L.L.C. i T I ': i4_3 7 5 6-42 1 i Lender: 9974 Molly P�,.char!Kichway KING STREET C=Frl=E Shippensburg, PA 17257 77 EAST KING STREET S"PPENSBURG, P,A 17257 Principal Amount: 8450,000.00 Date of Note: December 27, 2007 FJlazurity Daze: December 27, 2027 PROWE T 0 PAY. Mt. Holly Eave.ace, L.L.C. promises to pay-m ORRS EANNK ('Lender`!, orDiger,' � I in lav money of-he United States of America, the principal amount of Four Hundred Fifty Thousand & 001100 Dollars (5450,000.00), together with Interest On the unpaid onin--ipal balance from December 27, 2007, until paid in full. PAYMENT, Borrower will pay this loan in full immediately upon Lender's demand, If no demand is made, sub'iazt, changes any payment chaces resulting from chances in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of $3,725.91 each, beginning January 27, 2008, with interest calcuiatted on the unpaid principal balances at an Initial discounted interest rate of 7.7500/'z per annum; and 180 monthly consecutive principal and interest pzyrt)-ents in the ;.nilial amount of S3,841,43 each, be 'innin January 27, 201113, with interest calculated on the un aid orinc es at an interest rate o 11 ; C � 21, 21, resin Ana ja an initial interest ate of 8.250%. Borrower's based on the Wail Street Prime i-currently 7.250%), pus a margin of 1.0 1 n ere. I. 2�m� 4 P �2 r." of 0 si� no i, 7�2 rate a final payment will be du,_-_Qa_Qp,-,ember 27, 2027 and will be for all principal and accrued interest not yet paid, together with any other unpaid .s accruedunpaid amount under this Note. Unless agread or required by applicable law, payments will be applied-.first to any accr- � interest; then to principal; then to any lzite charges; and -hen to any unpaid collection costs, The annual interest rate for this Note is computed on a 3651360 basis;that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. For the first 60 payments, the interest-ate on this loan will be 7.750%. 7hers_--fter,the Interest to on this Note is subject to change from time to t1me based on changes in an independent index which is-he Wall Street Prime (,he "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. if the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request, The interest rate chance will not occur more often than each day. Borrower understands that Lender may make loans based on other Tates as welt. The Index currently is 7,250% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the Interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances wilt the interest rate on this Note be more than the maximum rate allowed by applicable taw. k1h. enever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Boirower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and V continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all [Dan fees and other prepaid finance charges are earned fully as of the date Of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required uired by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five(5)years,the Borrower shall be assessed against the amount prepaid, a five percent(5.00%) prepayment penalty.The assessment percentage shall decrease one percent (1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked paid in full", "without recourse', or similar language, If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights Under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or oil-her 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: ORRSTOVVN BANK, 77 EAST KING STREET, P.D. BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT, Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment Is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default') under this Note: Payment Default. Borrower fails to make any payment when due under this Note, Other Defaults. Borrower fails to comply with or to perform any other term,obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false PROMISSORY MOTE Lc.an No: 2647 1^9P,_'002 1l vii:I l 1cQ� Pace "IIsi-adi'_ at a_V_1 Death or insolvency, e SG ai 3J' a -13G f 14'h6: i a.c :iD� iG G J 'Jc lc ;, an Me,;: .. e .V .:. .e-m�naiiaii :'i^�Jr: .. ., e..:..c,,c= as ozM �SI.'1£SS .�i5 G?? ... an\' '.y'..:1 ', `L:"la .';501\'c.': ai SC iv\;'G Ga"�-^O,r i:i a. s .0..5 B ei torr Env"��,"_a"Jairov:'o. ^n-.dn&-i'y', an act_nmen, ar tae -erleil- ,,._..�:_-S, a, -1!pe �: t0i\':✓'!:✓U:. ...o c -d r;. etit Ji a - - i., r- _. ,•'s .. ., ': T _ ... tna vv..v.i�a.�.....inei It-'.� .�.-•:y pro..E..�ing rl Jer Gni 1cn kr _ aY o :nS:Ji\' a\� ._�'.�'.�. .,. ., "editor or - .teitufe : -oceed•,.nos. CammencemenO. sot-Giasu-a o io„ec_. pro-- irr-, .,'het`=r cy r o .,asSessioc or _ _th methoc, ay any c-_ ;tori_ 507-a\;'err . _ •..mme'._I agency gains; coIIB:_r_. Securing .:s iCBM, include_ -:nis^ne-. . :.n:y of _rrG s accounts including ^_ yea aur_s, v,•ith Lent-f. ::c1'e\'err, t is _ ent of _e.au!i 's,; 07 t t`.cie :_ good`i_,.h disou.e Dy S,c m er as : : - , iidi y ._a5onableneSs the t ai^ \;'hit`. the iS of t.. _.:ai r0c.._dln uan� It 0:,.. .err gIV-S �endei . :..._ ...+....c �' _u., ..-editD- ai iCiic:tu'-.price-ging and aSitS l^.'ith Le noar mon: cr sur el. bond -;Or ..,.. ..,alt Or•0 i,i0"'c.tur8 ^r ia,,..EaingG 3 i^ .:-am.....:: ..a "iT:l'��� _e"1Ge ,=o S=SIE Oavil.'.'^, ..., h°I:"� e�• a..eC;'�a;e urs --serve or bond for Th_ disp_z=_. c\ren`s Affecting Guarantor. km+ of the pr> dine \+entc s \ti'i n .ESoeot to -y e-.`ar c; _-y Gi s nd£hte Hess or -y Ucra-,� Or .=nt, or r£ -!i asorgispLFes _:ne \airily 1 llagalty un7ef,-any = .., 'i i}' ci the -% _ yr es ^•=COMES inc'J--Ip r' .' `", ^- er'._._vt:�::...._ this Nom ,n e event ci 8 des-' _..n0er, =- its opti-an, may, bu:Shat: n✓t be -equfred to, pecmlt the Jantor es-ate .., assume uncondit;onally the obligations arising ilnd8i the guar-ant-V in a manner Saflats ct0 to Lender, and, doing sa, cur8 any =Vent Gi �e'iault. Adverse Change. A meteriai adverse :hang" 0 i1rS In BOri_Wer'S ilnE7,cial condition, or, Lencer believes the prospect Of pa'y'ment Or performance of this ivote is inpairad. insecurity, Lenuer In good faith believes itself f secure. L... ve bread h_ Cure Provisions. If any default, aider than a d-faJlt in payment IS GJfablc and if BOrlgWef has not beer. . n a ngtlGB of a h Gi : i.. pro\ision: , this Note we San£ r ''f hl N VJitii[n the pi_ceding tyd-l'Je 1121 months, It mc'V ba -Ur-d if 'j0 ^a r, after r£cal'ving 1A+i 1115"1 na Lica Irom rider demanding cure of such default: 0) cures the de.auit within nrteen t I O,! -days; or (2) 'r 118 Cure rcgUlreS more than 88 n c) 1 days, imr- =1y initiates St-os which Lender teems in Lender's sole discretion to be sufficient to cure the default and therea=er CcntlnUeS and Gompi-185 all r£ZSOi able and necessary Steps sui-1 nt to produce compliance as soon as reasonab!y practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicabie jaw, declare the -mire unpaid principal baiance under this Note and all accrued unpaid Interest imimedie Ely due, and -hen Borrc'V.'er:vill pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including £forts to modify or vacate any automatic stay or injunction), and appeals: If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all Other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding, or counterclaim brought by either Lender or Borrower against the other. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check 0, 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 late. 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 December 27, 2007,to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (3) an Assignment of All Rents to Lender on real property located in Cumberland County, commonwealth of Pennsylvania. (C) inventory, chattel paper, accounts, equipment and general intangibles described in a Commercial Security Agreement dated December 27, 2007. 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 Security Agreement and Mortgage and in the Agreement to Provide insurance, all the terms and conditions of which are hereby incorporated and made a par 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 accountls) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHiPPENSBURG,PA 17257. GENERAL PROVISIONS. This Note'is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. 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, ­..n _nriRtinn maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend PROrVIfSSORY NOTE P= ,e 3 Loan L No: 264-119'9-00 ;Ccr i-u-d) Zn,forst' Isn .i This loam e__ P^Y Pa, _.._ . _ ..t-- a -^-}•- _^\+ .,T'c. _., ...Dv: .x....853;'1' _o,.�c, Of '0::�� 'C) JO"IB. }I cJC', =6 D_CST1'�.,:Dr?Si .., u:a .. ._ Dne V.'iil .1'.`!O"':? '1J�:',�S_!✓-: •--i 17''�i: - ;� ~i?Dli: ."iJ nS B:'T�•: J�., .Int:TD _ -jSc cISC' ani o'c: LBnG� i`c'y .: .^, r.- �-- i is -�' .ca5v^yw_c.:'T'il ilcC .,.. Ljr'= iD'D__.,. t � - -,L o-. SVB3i, ;T ai:v -,...T1.D;1 D: .^iS VC.., . io" IS -.•�. ,c ob:ic :Don's Under h:5 No are ioin: _.:_ -- - ~c .. ..c.^^c i V:lid...t.,i-....a i11B o'i'Droeebllji'y'.^.f,.":�'"Ci.l., F,';,'.. ... _ - .. -BORROWER �' A.is G-.17=z ',�t:J _il�=i.''\/,./=F:j At4�' ;'�=1\�Y DR COfc_ .S 1.C,N O, .,.,'DGijf CNT_ ''G�1'.-.R � _ _ _ =v ^i ==K OF :"'Y CC_:, -i's CJ'Jr✓:Ct�'✓c=°:Lin F : =NNS'._v' .t�:�. _. .. -- ^'n^ Jh'OTE r.I�C 'Vy'€T- ORyV✓i✓ O1 � C01;% _. INT FILED, C:N G� c i - - ,. T - I A,i- _ ,.rti\' _C. ;+ R - ^.IiiCi-'L`=A.Lr.V r t\ J 'NI7-I _ r,C' t _ _ - RG`11._, =C. :,,- ENT;RE r. ^-- - ` T ^` ^ -_ ',:,:- Y qV LA I�i. _ 0 f,,NY 0L =.A� _-- 'I G ;i.. NGic iDT _ v - UIvT X?ENO= 0 ;G:?AtAIQ _'\ _ :, _ _ , _ - - f.; _..,SIC' -- -- - -__ - .,,-. ,� _.. 1- . .., _... _.... :: - SUIT, AND I —il ti-, ` `.:1:11 __S C'N Gr .CN , _RCENi ^Of�ti OF !n`„A^D PF' ;,I;' ._3A__•VG-- Iv. "5 i!\'_ER=C' ✓ =CTIGP: h'JT IN ANY EVENT NOT LESS T_-.N' Fi\`E^HUN%R=D DC'LLAR ;5001 GN `✓ =,; JUuGhrl_�T CR J Jai✓-E'V i ON_ �= CO _ r —C'R r —�;C t� _,, A' CGFY OF .. ,.. I'vO OTE.'ER ED _y '..F-1D��,-4'VI T .,..�.L�— t;A Q?c - -CUiiGNS IMIAY I "J-1Tv11✓tE 1A ATELY; -.NC ,- SO DeilyG, i; EXHIBIT C C:MSIEIED P7MP tYZ ItXRT'IFICATION MUhU16RS 23-31-2187-021 - %07 SOLLT SVAzt1G iS RZGIS`RY 02/14/2013 BY T THIS DO UM- E.NT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 Nom Broadway, Suitr 2640 Oklaboma City, OR 73102 Telephone: (989)235-00(17 Cumberland County,Sty of Peansytvania Tax Map No.or Tax Parcel Identification No.: 23-31-2187-021 I certify that the precise address of the Assignee is do Saha]Financial Group,L.P.,4675 MacArthur Cost,Suite 1554,Newport Beach,CA 92660 ic]c one ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESEN'T'S: THAT, Orrstown Bank, a Pennsylvania hanldng corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as"fir"), for value received, does by these presents, grana sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC,a Delaware limited liability company, its suocessors and assigns(hereinafter referred to as "Assignee" having an address of c/a 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 Rc£:2510.11 I [.4=N=z:MT.HOLLY BEVERAGE,L.L.G. Loan Ret:26471999002 Mortgage dated December 27, 2007, executed by Julie A. Cassidy, the grantor, to Onstova Bank, the Lender, recorded on February 6, 2008, as Instrument Number 200803685 in the Omcial Records of Cumberland County, State of Pennsylvania. ("Recorder's Office"), as the same may have been assigned, amended, supplemented, restated or modified (the "Mortgage"). The Mortgage covers the property described therein,less and except any portion of the property previously released and/or reconveyed. TO RAVE 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. (REIFLALIPIDER OF PAGE I -MNTIONALLY LEFT BLANN AMO Ref.-2510.111 Loan N m MT.HOLLY BEVERAGE,L.L.C. Loan Ref.:26471999002 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this �2 qday of February.2013. ASSIGNOR: ORRSTOW N BANK,a Pennsyh,ania banking corporation By: Magnolia Portfolio, LLC,a Delaware limited liability company. its Att ev-in- ct By: Name: R. Patterson Jackson Title: Authorized Signatory QLtLa& -�o`dam 4(mO-e f LIOC� ACKNOWLEDGMENT op- �,� �� 3 j� STATE OF CALIFORNIA ) -nbsteu SS: COUNTY OF ORANGE 1 On this day of February, 2013, before me personally appeared R. Patterson Jackson, as Authorised Signatory for Magnolia Portfolio, LLC, a Delaware limited liability company, Attorney-in- Fact for Orrstown Bank, a Pennsylvania banking corpora ' , -nown to me or proved to me on the basis of satisfactory evidence to be the persons who c ' ed the foregoing instrument, and they thereupon duly acknowledged to me that they cxecut a same to be their free act and deed. WITNESS my hand and official se My commission expi Name of Notary: AMO Rei::251().111 Loan Name.MT.110LI.Y IIF.VF.RAGI:,L.L.C. Loan Rd:20471999W2 • j State of California ) Couro-of Orange ) On February , 2013, before me, Lmn Mattson, Noun, Public, personally appeared R. Paterson 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. Ly" Cornrnisskon# 1930475 tiotHry Public• Gblil6tnit i iOranpc County Co (SEAL) rnrn Expires Mir 77.2015 No Pu Signature s y alilV. 1 iVLJ�..s...4 e0Y0 v va r ROBERT 1 • ZfEGLER RECORDER OF DEEDS Cu BERLA D COUNTY 1 COURTHOUSES U.�E CARLISLE, PA 17013 = � 717-240-6370 Instrument Number-201305432 Recorded On 2/19/2013 At 12:35:11 PM •Total Pages -5 •Instrument Type- ASSIGNMENT OF MORTG AGE Invoice Number- 129648 User ID- KGS' •Mortgagor-CASSIDY, JULIE A •Mortgagee-MAGNOLIA PORTFOLIO LLC •Customer-SIMPLIFILE LC E-RECORDING STATE WRIT TAX $0.50 Certification Page S'K'ATE JCS/ACCESS TO $23.50 JUSTICE DQ NOT DETACH RECORDING FEES - $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES.FEE $3.00 TOTAL PAID $50.50 I Certify this to be recorded In Cumberland County PA ;"14— RECORDER OF DEEDS Information denoted by an asterisk may change during the rerMatim proms and taay not be re(kcted on thk page. THIS DOCUMENT PREPARED BY AND UPON RECORDATION, RETURN TO: ANDERSON, MCCOY& ORTA, P.C. 160 North Broadway, Suite 2600 Oklahoma Cin,, OK 73102 Telephone: (888)236-0007 Cumberland County, State of Pennsylvania Tax Map No.or Tax Parcel Identification No.: 23-31-2187-.021 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 42660 Ni artellone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Ban{:, 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 "Assize " 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.:25 10.11 1 Loan N=c:MT,HOLLY BEVERAGE,L.L.C. Loan Ref.:26471999002 Assignment of Rents dated December 27, 2007 (the "Assignment of Beats"), made by Julie A. Cassidy, in favor of Orrsto Am Bank,, recorded,February 6, 2008, as Inst-ument Number 200803687 in the Real Estate Records of Curnberland County, State of Pennsylvania("Real Estate Records")-, Any notes and or other agreements evidencing the indebtedness &id/or the obligations secured by the recorded loan documents indentifieii above; and Any and all other documents and instruments evidencing, secu.ring and/or relating to the indebtedness and/or obligations secured by the recorded loan documents identified above. The Assignment of Rents covers the property described'therein, less and except any portion of the property Previously released and/or reconveyed. TO HAVE AND TO FOLD the same unto-said MAGNOLLA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL, BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK AMO Rd:25 10.1 11 Loan Name:MT.HOLLY BEVERAGE,L.L.C. Loan Rd:26471499002 State of Califomia County of Orange ) On Fevruary , 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, «-ho 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 b}, his signature or, the instrument the person, or the entity upon behalf of which the parson acted., executed the instrument. 1 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. Lrkx WZrtsory COmmiSsi0n O 1930475 z z '=e Notary Public-California i ��� � Orange County M comm.Expires Mar 27.2015 (SEAL) Notan, Public Signature a �a. • ev.,ivw - eoy� „ va r ROBERT P. ZTEGLER RECORDER OF DEEDS CUMBERLAND COLWT ' I COURTHOUSE SQUARE - CARLISLE, PA 17013 717-240-6370 • Instrument Number- 201305479 Recorded On 2119f'-1013 At 1:39:43 P�kI Total Pages- 5 Instrument Type - ASSIGNMEN-T Invoice Number- 129671 1Jser FD- NTS1, Grantor-CASSIDY,JULIE A •Grantee- MAGNOLU PORTFOLIO LLC Customer- SIMpLIFILE LC E-RECORDING FEES STATS WRIT TAX $0.5d Certification Fake RECORDIKG FEES RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES COUNTY ARCHrVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $27.00 I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS rle�a •-Iafvr®tioo drooled try an azterilk nNy strange during the verification prom c aad mzy eat be rdk- ed an title page. .r ASSIGNMENT OF SECURITY DOCU.NfEINTS ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION, ("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets -over and conveys to MAGI OLI.A PORTFOLIO, LLC, A DELAWARE LUMITED LIABILITY COMPANY, its successors and assigns ("Assignee"), �%,ithout recourse to the Assignor, and without representations, warranties or covenants, express or implied, written or oral, by the Assignor, all right, title and interest of the Assignor in and to the loan identified on Exhibit A attached hereto (the "Loan"), including without limitation all of Assignor 's right, title and interest in any guaranties, loan participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or executed andlor delivered in or to or with respect to the Loan, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Loan. Dated this of February, 2013 ASSIGNOR: ORRSTOWN BANK, a Pennsylvania banking corporation By: MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability company its Attorney-in-Fact By: Name: R. Patterson Jackson Title: Authorized Signatory AMO Ref.: 25 10.1 I 1 Loan Name: MT. HOLLY BEVERAGE, Lone Ref.:26571999002 r , EXHIBIT"4" TO ASSIGNMENT OF SECURITY DOCUMENTS That certain loan dated December 27, 2007, in the stated original principal amount of $450,000.00, executed by Mt. Holly Bet•!erage, L.L .C. to Orrstown Bank, which is secured by property located in Ctunberland County, State of Pennsylvania. Alio 1cf: Loan Name: MT.HOLLY BEVERAGE,L.L.C. Loan Ref.:26471999002 EXHIBIT D Ph __.. - 7i0ADS 8v { _ LLI' I 1 Iui:r I':i 2014 VQ FI~'nFR•AL EyPRI±c, '\-iark D. l;ipp Lseltl Ie M eHe -� l=\'817 t�. b�'0(iE]$Jd(' P(, ' 1401 North T-mnl Street P,O. Box 5950 H�Irrisbti,��• 71 10 O � ,0 War A.1r. l- PP: W:. represent Sabi 1 al Financial Group• L.P., as servicing agent for Nfaanolia Portfolio. t , ' LLC (the ''Lender") %vho purchased that certain loan made to NIt. 1-I011) Beverage, L.L.C.� i,10 re speciticalb, identified as Loan No. 104184-0101, �arhicl7 such loan is guaranteed b) Julie Cassidy(the '-Loan"). It is Our uinderstanding that you represent �1t. IIo11y Bevel-age, L.L.C. a.rd .tul;� Cassidy (c.ollcedvely, the "Obhorsl and that you V ill share this notice With your clients. if that is not the case, lWase adAse us WAS the next three (3) days so that �.��e ca notice accordinn re delJver this gly. Capitalized tenlis used herein shall have the meaning aus loan dOC UnClItS associated with the Loan (the `.Loan Documenis")ttu�lcssreto othc otherwise by die defied herein. -1s you may kno`>,. the Loan «gas in default at the time Tender purchased it and since that time, the C)bli`Urs have made efforts to make �7d}'I71%17t5 and rcl7 ibilitr.ite the L..oan. he Unfortunately, tObligors have ,or made consistent or tinlzly 1.7ayments as required under the Loan Docunnent . and therefore, the Loan continues to be in default. Ile Wum to nmke. t:rnely pay;nnents on the•. Login constitutcs an event of def rul' undcr 'lie Loan T)ucurnieiits (the —F: nts of I.AUll , :1s a result of the Wuts of Desault. the Lender .Vas and Continues to be entiticid tO hL11'Slle "n'iouS Why and remedies under the Loam DocurnerlLS, Including. \V hoot 1511 talion, the acceleration of all of the indebtedness that is n"Td by the C)blieors to the Lender under the Loan Documents 1'elattn�, to the Loan, the imposition of' the default rate of interest ("DelaUlt Rate") authorised b� the Loan Documents. confession orbogm, and the forecic,surc- IicluidGitiun, One smah maset square, 12th Floor o P.O. Box 1146 WOW One PA 17108-1 146 e ph: 717.23x'.5731 29 Dovvlin Forge Road • Exwn, PA 19341 e ph: 610.423.4200 sax: 610.423.4201 r.crrcl.u.rlrna�ls-srrro,,.cvr,r OY otnc] enlurccmcn! of Ac UNCYS scc&n &WWOS and has in any or A of dic calhucyal securing Me in6chiccincss and obligations tinder A Loan Docunlents. AccardinA, vin[ ,I-_-J the C'I'r1i:_­ors ,r Inprat shall con6nue lo accnic CHI We waid AMPA balaricc al ihc dQuA Wivinq noc ot' 3 ' over Me cin-eni awilicable raic oan f thc Lo . The Under is Wreby dcclaring the Loan irrimalian!'y due and payable. lie wsiwidin,-:�, princtal and accmed interest under theeLoan as of May 30. 2014 is as Sloms: Priilclpal Unpaid 1 DeTPU111 Total Loan 9 Balance I interest Lou Fees OMer Fus imermi Duc 04 184001 1 S1990060 SA03631 S437122 SAWA 122A21.76 S473,96&53 �Foual Amount Sa3MI.53 _Ncqkvitllistandin� the fact dhat iuic, Lcnder may imiliediatcly exercise. its rights and remedies under file Loan Docilillents, the Lender will allow the Obligors until July 15. 2014 to satisfy the OLUStanding indebtedness as sct forth above. If the Obligors do not satisfy the outnandAgindeStednessonor before My 112014, the Lcndermiychoose to exercise its rights and remedies under the I-nan Documents 'without any further notice to the Obligors. Additionally. if payment is not made oil or before July 157 2014 as set forth above, \ve have been audiori7Cd to it)Stitl.110 appropriate legal Mon agahst the Obligors, including, but not IVAN to. confession of judgrilnu against the Obhuors, and the foreclosure. liquidation, collection or other enforcement of the Lender's security ktmm and hens W any or A of the collateral (--Collateral") securing the indebtedness and obligations under the Loan Documents, in order m recover all a17101.111TS owed io the Lender under the Loan Documents, including legal lies, ems of coNunion and interest. Ile LendcA election not to exercise any of is other rights and remedies at the present time. and any financial accommodations the Lender may have made W date, shall not be construed as a waiver of any lights or remedies of the Lender. Nothing contained herein or in an),, other communication Or in any ongoing discussions or negotimions NOW have or may take place between the Obligors and the Under shall dircutly or indirectly: (i) create any obligation upon the Under to dcftr £:ny criftH-cernent anion or make any further financial accornniodations; 0j) ccinsthuie a conseni or waiver of any past present or future Fvent of Default or other vinladon of any provisions ofaLri), Loan Document; (0) amend, nwddy or op-aw as a "shvr of any pinAsion of ails` Loan DOCUnient or iAny right Powek privilege or remedy of The Lender ituie a course of dcaHng or other basis for UlICTin.L.' ill'y dUty or obligation aiercundier: or Ov) const o'vVed by, the obligors to die Lender. Nolhing contained in this letter shall conic-r on any Obligor or any other person or My any H(lit to other or further notice or cure periods NAM respect to any Event of Default. TI, rCscrvcs Al IC, a!]d Lo-m DOCLIMCMiS under the ;hc i-cildej-"s I-j('1-11 '�it �;Ijy 10 Ralie t�) ij)c he D'Out Z� L! Ci Ll - iht- da.-Ic ol Incenj, le Loan Documclu, Ic 0; ;!'- 0:' act.MI LO "Y :1", "Ail ji' Lc) Mm nellco. -t 11C el'i�dilcss and ol-fl, Or JL�MJWIS UjIder 1h(: —10all J)oc, iileill.0 cillCl:(i l' b\ a-1 othei' pelson CW Cl-inty .'Id oN1"23t"0jjS 10" all\' Or all Ofill:- Oil ')il\, nj- '�jl Hi to orecl(- 1-he Cojjalcr�jl �jljfj/01' set-0-inir )se C")* CN[llci I 10 of Or a "-1:21iOns under dic, Docuillcills a 11v of 1fic i shi any other I--,' ' - .. .1 oil mr the.OF Othervvj'Se excrCISC ann: or a -is and i-cnied' .1 to bV ailV i.oan Ducun ment or bY am)JIcalme )a"vS. j"1,10 T '-ender a:T"Celz c'Qle vvilh respect tC) the Loan ?Ijcj fr,'els that a F "Ics the c-fibi-Is made to call to diSCLISS the; Loan Nvould be benefl a) PlCL"SC LOICIV'SC 01')OLII' avallaqbijjjjy! fol. ,, C.o" vvililin Tile next: ter, dais. 111 the mcani, n crence 1111C., please do not hesitate io Contact [he Lilld-I'S' th an) qUL-stions or conce,,-Ils. Igned ly% I'L 1 0 U I-S. H 0.,,D S T Kae Deringcr Sallie cc: Anil He"IlPfling.- Saba.) Financial 11 Group• L.P. (via clectrollic Ralph Felrcivv(via electronic mall) FILED-OFFICE THE PROTHONOTA z` 28I[I OCT 17 PM 12: 33 CUMBERLAND COUNTY PENNSYLVANIA Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax hzkelly@mette.com Attorneys for Defendant MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : Docket No. 14-5583 Civil Term JULIE A. CASSIDY, Defendant PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance on behalf of Defendant, Julie A. Cassidy, in the above - captioned matter. Respectfully submitted, METTE, EVANS & WOODSIDE By: FATHER Z. -KELLY, SQUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant Julie A. Cassidy Date: October 16, 2014 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 EATHER Z: KELLY,Q UIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant Julie A. Cassidy Date: October 16, 2014 747034v1 Stephanie E. DiVittore, Esquire Attorney I.D.No. 85906 Kathryn D. Sallie, Esquire - - 3 f - Attorney I.D.No. 108116 RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717)233-5731 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. CIVIL ACTION—LAW JULIE A. CASSIDY, Defendants CASE NO. 14-5583 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 Stephanie E. DiVittore One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff 968041.1 EXHIBIT " A " MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION JULIE A. CASSIDY, NO. 14-5583 Defendant MORTGAGE FORECLOSURE ACCEPTANCE OF SERVICE I, Heather Zink Kelly, Esquire, accept service of the Complaint in Mortgage Foreclosure in this matter on behalf of Defendant Julie A. Cassidy. As counsel for Defendant, I certify that I am authorized to do so. Date: By: Heather Z. Kel , Esquir Mette, Evans & Woodside 3401 North Front Street Harrisburg, PA 17110-0950 Attorneys for Defendant 966708.1 CERT��IFFICATE OF SERVICE I hereby certify that on this 04 ay 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 Dara h' er 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 : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA . NO. 14-5583 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, squire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Heather Z. Kelly, Esquire Sup. Ct. LD. 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. 14-5583 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 510 North Baltimore Avenue, Mt. Holly Springs, 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 for the Defendant to confirm that the plaintiff has a substantive right to bring the claim. Millbrook Apartments, Inc. v. Nyce Crete Co., 352 A.2d 148, 153 (Pa. Super. 1975); Wilcox v. Regester, 207 A.2d '817, 818-19 (Pa. 1965). 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 /V Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (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: aiEvi Juli4. Cassidy 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 Respectfully submitted, METTE, EVANS & WOODSIDE By: gage.V. Heather Z. Kell , Esquire 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 Date: December 4, 2014 Exhibit A Inst. # 201903263 - Page 1 of 9 NOT APPLICABLE FOR PIN NUMBER CCOIS REGISTRY 01/30/2013 BY DC WITTED 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 do 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 prese c of By: I 0 u--‘ Name: LI vOtk (Y1D U)4 rN By: By: Name: Zachary Lynn Title: SVP, SAG !rector Special Assets Group Name: - cea..;- STATE OF COUNTY OF ACKNOWLEDGEMENT �YC�Y1 \LU V1 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) be 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 uhlic Greene Twp�franldin Coun6Y MY Commission Expires May 29 2016 MEMBER, PENNSYLVANTAASSOUAIION OF NOTARIES NOTARY ' : L C My Com , on Expires: P&C a910 -01.1-f? Page 2 of 2 I Inst. # 201303263 - Page 3 of 3 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 201303263 Recorded On 1/30/2013. At 2:14:56 PM *Instrument Type - POWER OF ATTORNEY Invoice Number -128113 User ID - MSW * Grantor - ORRSTOWN BANK * Grantee - MAGNOLIA PORTFOLIO LLC *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 sdivittore(d),rhoads-sinon.com Kate Deringer Sallie, Esquire Attorney LD. 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 PROTHOOTA],, 201110EC 29 AN 214 CUMi3ERLAND COUNTY PENNSYLVANIA : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : CIVIL ACTION : NO. i4-5583 : 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 Complaint is a writing that speaks for itself. 4. Admitted with the proviso that the Assignment Complaint is a writing that speaks for itself. 974775.1 of Mortgage attached to the of Mortgage attached to the 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. Admittcd 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: v‘-) 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 Plaintiff's Answer to Preliminary Objections was served by means of United States mail, first class, postage prepaid, upon the following: Heather Z. Kelly, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950