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14-5785
Supreme Court•of Rennsylvania Cour, o Cdinmon.Pleas For Prothonotary Use Only: •-r C vil'Cover,Shat r � Docket No: Cumberland` �_ County The informalion collected on this form is used solel),for court udtninistrution purlmses. This form docs not supplement or replace the filing and service cf pleadins s or other papers as required by luny or rules of court. Commencement of Action: S x Complaint © Writ of Summons 0 Petition E Transfer from Another Jurisdiction Declaration of Taking C Lead Plaintiff's Name: Lead Defendant's Name: T Magnolia Portfolio, LLC G &C Associates Dollar Amount Requested: Owithin arbitration limits I Are money damages requested? Yes No O (check one) Doutside arbitration limits N Is this a Class Action Suit? E]Yes El No Is this an MDJAppeal? El Yes El No A Name of Plaintiff/Appellant's Attorney: Stephanie E. DiVittore, Esquire El Check here if you have no attorney(are a Selz Represented IPro Sel Litigant) Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your PRIMARY CASE. if you are making more than one type of claim,check the one that you consider most important. TORT(do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS 0 Intentional © Buyer Plaintiff Administrative Agencies El Malicious Prosecution Debt Collection:Credit Card E] Board of Assessment rl Motor Vehicle Debt Collection: Other 0 Board of Elections Nuisance Dept.of Transportation Premises Liability 0 Statutory Appeal:Other S F1 Product Liability (does not include Employment Dispute: mass tort) E Q Slander/Libel/Defamation Discrimination C 0 Other: Employment Dispute:Other Toning Board T Other: I Other: O MASS TORT rl Asbestos N M Tobacco 0 Toxic Tort-DES Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS Toxic Waste [I Ejectment F1 Common Law/Statutory Arbitration B Other: ® Q Eminent Domain/Condemnation E] Declaratory Judgment Ground Rent ] Mandamus Landlord/Tenant Dispute 0 Non-Domestic Relations Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY Mortgage Foreclosure:Commercial 13 Quo Warranto 0 Dental Partition rl Replevin 0 Legal E] Quiet Title Q Other: F1 Medical 0 Other: ® Other Professional: Updated 1/1/2011 MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. : CIVIL ACTION - MORTGAGE FORECLOSURE -- -,CD G& C ASSOCIATES, NO. j(J� r-•_ r, Defendant r' ' 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 4 1 Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4 1 Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 �� 3�i��� 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 notification 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 tomo se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamation 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 O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service Pennsylvania Lawyer Referral Service (800) 692-7375 Stephanie E. DiVittore, Esquire Attorney 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 G& C ASSOCIATES, : 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 G & C Associates (the `Borrower") is a Pennsylvania partnership with its principal place of business at 18 Log Cabin Road, Newville, Cumberland County, Pennsylvania 17421. 965599.1 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 June 30, 2010 between G & C Associates, 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$1,486,500 and was recorded in the Office of the Recorder of Deeds, Cumberland County, Pennsylvania as Instrument No. 201019043 on July 15, 2010. (Exhibit A). 6. The Mortgage secures a Promissory Note executed and delivered by G & C Associates to Orrstown Bank on or about June 30, 2010 in the amount of$1,486,500. (A copy of the Promissory Note is attached hereto as Exhibit"B" and incorporated herein by reference). 7. Lender Magnolia is successor by assignment to Orrstown Bank, as on or about February 5, 2013, Orrstown Bank assigned all of its right, title and interest in the Mortgage and Note to Magnolia Portfolio, LLC. (Copies of the Assignments are attached hereto as Exhibit "C" and incorporated herein by reference). The Assignment of Mortgage was recorded in the Office of the Recorder of Deeds, Cumberland County, Pennsylvania as Instrument No. 201304938 on February 13, 2013. (Exhibit Q. 8. The property subject to the Mortgage for which the Lender seeks foreclosure is comprised of several tracts located in Shippensburg Township, Shippensburg Borough Southampton Township, Cumberland County, as follows and as more fully described in Exhibit A to the Mortgage: • 802 Ritner Highway; 0 Lot#42 Hollar Avenue; • Residual Acreage off Baltimore Road in Mountain View Development; • Lot 49 Commerce Drive, Mountain View Development; • Lot #2 Pin Oak Lane, Mountain View Development; • Lot#4 Pin Oak Lane, Mountain View Development; • Lot #7 Pin Oak Lane, Mountain View Development; • Lot#5 Pin Oak Lane, Mountain View Development; • Lot#3 Pin Oak Lane, Mountain View Development; • Lot#I A Rear Baltimore Road, Mountain View Development; • Lot #27A Chestnut Drive, Mountain View Development; and • Lot #5 373 Baltimore Road, Mountain View Development. 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. G & C Associates 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 $1,486,500,000 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: (a) Commencing on July 30, 2010 and continuing on the thirtieth (30`" day of each month thereafter, the Maker shall pay to the Lender Three Hundred (300) consecutive monthly installment payments of principal and interest. The initial monthly payment shall be $8,689.93. (b) Notwithstanding any other provision of this Note to the contrary, the Lender shall have the right, in its sole and absolute discretion, to demand payment in full of the entire unpaid balance of principal and all accrued and unpaid interest and all other sums due and owing under this Note, by not less than ninety (90) days prior written notice, provided that, if no such demand is made, this Note shall be due and payable in full Three Hundred (300) months from the date hereof. (Exhibit B —Promissory Note, p. 1). 14. An Event of Default has occurred under the terms of the Note, as the Borrower failed to make payments when due. (Exhibit B —Note). 15. On June 19, 2014, Orrstown Bank notified the Borrower of her default and demanded payment in full. (A copy of the Demand Notice is attached hereto as Exhibit "D" and incorporated herein by reference). 16. As of July 29, 2014, the amount due and owing on the Note (inclusive of accrued interest, late charges and other charges) that is secured by a pledge of the Mortgage is $280,154.09 itemized as follows: (a) Unpaid Principal $1,272,786.88 (b) Unpaid Interest $ 214,941.64 (c) Late Charges $ 10,483.10 (d) Attorneys' Fees $ 9,048.70 TOTAL 1,507.260.32 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 $1,507,260.32 plus all other costs advanced by Plaintiff and interest accruing at a per diem rate of$282.84 and order a judicial sale of the interests of the Mortgagor in the mortgaged premises. Respectfully submitted, RHOADS & SINON LLP By: ��� Vl c✓ Stephanie E. DiVittore Attorney I.D. No. 85906 sdivittorenrhoads-sinon.com Kathryn D. Sallie Attorney I.D. No. 208116 ksallie@rhoads-sinon.com One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Magnolia Portfolio, LLC VERIFICQATION Ann Hempfling, Asset Manager of Sabal rinanical Group, L.P., servicing agent for Magnolia Portfolio, LLC, deposes and says, subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities, that she makes this verification by her authority as such officer and that the facts set forth in the foregoing Complaint are true and correct to the best of her knowledge, information and belief. q1/6 Date Ann Hempfli , et Janager Sabal Financial Gr ip L P. EXHIBIT A OPEN-END SECURITY ACREEMEN17 This Open-End Mortgage and Security Agreement(the "Mortgage")is made as of June>o . 2010, by and bet-ween G&:C ASSOCIATES, a Pennsylvania partersrup, (herei .after referred to as "IVlortgago s"), and ORRSTOWW BAN-K(the "Mortgagee"). THIS 1\60RTGAGE SECURES FUTURE ADVANCES L\CLliDING ADVA'ICES FOR THE PROTECTION OF THE MORTGAGED PROPERTY OR THE LIZENT OF THE MORTGAGE AI<TD ADVANCES FOR EXPENSES .INCURRED BY THE MORTGAGEE BY REASON OF DEFALT T. RECITALS Certain of the ter:.s and conditions used in these Recitals and in this Mortgage are defined in Article I of that certain Loan Agreement of even date herewith by and between G & C ASSOCIATES, a Pennsylvania partnership (the "Borrower") and the Mortgagee (as the same may hereafter be amended, extended; renew-ed, or supplemented from time to time, and including all replacements thereof,the"Loan Agreement"). Capitalized terns used herein but not defined herein shall have the meanings given to them in the Loan Agreement. The Mortgagee has agreed to mak-ea.$1,486,500.00 Term Loan to the Borrower pursuant to the Loan Agreement. As an inducement to the Mortgagee to make the Loan available to the Borrower, the Mortgagor has o�'ered to grant to the Mortgagee a mortgage lien against the Mortgaged Property (hereinafter defi-ned). As used in this Mortgage, the defined term "Obligations" shall mean: (a) any and all of the obligations arising under the Loan Agreement and the other Loan Documents, (b) any and all sums advanced by the Mortgagee to preserve or protect the Mortgaged Property and the value of the Mortgaged Property or to preserve, protect, or perfect the Mortgagee's mortgage lien and security interest in the Mortgaged Property, (c) any and all sums advanced,to be advanced, or which may be advanced by the Mortgagee pursuant to or under authorizations contained in this Mortgage and/or any other Loan Document, even if and to the extent such suns may exceed the stated principal amount of the any Note or all of the Notes in the aggregate, (d) in the event of any proceeding to enforce the collection of the Obligations, or any of thorn, after default, the expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on any or all of the Mortgaged Property or of any exercise by the Mortgagee of the Mortgagee's rights upon an Event of Default, together with reasonable attorneys fees, expenses of collection, and court costs as provided in the. Loan Documents, and (e) any other indebtedness or liability of the Borrower to the Mortgagee, whether direct or indirect, joint or several, absolute or contingent, contemplated or uncontemplated,now existing or hereafter arising. - 2- GR-kN'T NOW. THEREFORE, in consideration of said Obligations and to secl—Ire the page nt perfor_-rianee and observance`.hereof, and in consideration of the further Sum of One Dollar(S1.00) unto it in hand well and truly paid by the Mortgagee at and before the sealing and delivery hereof and intending to be legally bound hereby, the Mortgagors, by these presents, do grant, bargain; sell. alien, mortgage, demise, release, convey; aSSl i; transfer, Set Over, give and confirm unto the Mortgagee;its successors and assigns: All those certain tracts or parcels of Iand situate in Shippensburg Township, Franklin County and Cumberland County, Pennsylvania, as more particularly bounded and described in Exhibit "A" attached hereto and by this reference made a part hereof(hereinafter, collectively, the "Land") toeetrer with the entire interest of the Mortgagors in and to all of the buildings, structures, i��provernents, and replacements of any nature whatsoever now standing, or at any tune hereafter constructed or placed upon the Land(the "Improvements"). TOGETHER WITH all and singular the public and private streets; lanes, alley,; passages, ways, rights, liberties, privileges, hereditaments and appurtenances whatsoever providing access, ingress, egress and regress from public streets in and to the Land and the Improvements thereto belonging or in any way appertaining, and the reversion or reversions, remainder and remainders,income,rents,issues and profits thereof, and all the estate,right, title,interest,property, claim and demand whatsoever of the Mortgagors relating to the Land and Improvements, in law and equity, or othenvise,in and to the same. AND TOGETHER WITH all easements, rights of way, privileges, and appurtenances thereunto belonging or in any way appurtenant, and all of the right,title,interest, estate, or claim of the Mortgagors in or to the waters, water courses, all riparian rights, liberties, privileges, hereditaments and appurtenances adjoining, or adjacent to the Land, (all of which, together with the Land and Improvements, shall be collectively hereinafter referred to as the "Real Property",whether now existing or hereafter acquired. AND TOGETHER WITH all plant, equipment, apparatus, machinery, fittings, appliances, furniture; furnishings, fixtures and other chattels and personal property and replacements thereof, and now or at any time hereafter affixed or attached to, incorporated in, placed upon, or in any way used in connection with the current or future utilization, enjoyment, occupation, or operation of the Real Property as well as all building and construction materials and supplies of every land, nature and description owned by the Mortgagors and located on, at, or about the Real Property, whether or not yet incorporated into any building, structure, or improvement, or located elsewhere and not as yet delivered to the Real Property, which are intended to be used for the purpose of -3 - i F erecting; renGZatlrg, reStOI- or repairna any bui din, 2, JuulCVr'e, Or improperent On the Real Property (hereafter collectively, the "Fixtures"), all of which the Mortgagors declare to be fixtures and permanent additions to he Real Property. AND TOGETHER WTFH all rights, benefits, profits, rents, and monies payable under, by reason of, or with respect to any restrictive covenants; easements, agree Lents applicable to adjoining Innis, or contacts of sale��Tith respect thereto, and all proceeds and products thereof with he right to: (a) collect any sums ofmoney at any time payable to he Morgagors in conseouence of such rights and benefits, including the release, modification, or asnendrnent thereof for application to the Obligations, and (b) utilize any collection or enforcement rgliEs or remedies to collect he same«Thick may be available to the Mortgagors under law. AND ALSO TOGETHER WITH: (a) all of the proceeds of the voluntary or involuntary conversion of the Real Property= or any part of the aforementioned Real Property into cash or liquidated claims, whether by way of condemnation, insured casualty, judgment or other cerise, as well as a sec7rrt,� interest which is hereby granted to the Mortgagee in the same, (b) all rents, profits, and benefits, including any deposits of tenants to secure pa3ment of he same and performance of the terns and conditions of any oral or written lease, with respect to the leasing of all or any portion of the Real Property; with he right to collect such rents, profits, and benefits at any time for application to the Obligations aid to utilize any collection or enforcement rights or remedies which may be available to the Mortgagors under law or any written lease,but without any duty or obligation to perform on behalf of the Mortgagors any of the Mortgagors' duties or obligations to any lessee, (c) all revenues and profits, accounts receivable, insurance payments or proceeds and all other sources whatsoever and he proceeds thereof, and contract rights, including any deposits of purchasers to secure payment of the contract price and performance of the terns and conditions of any contract of sale for the Real Property, with the right to collect the same at any time for application to the Obligations and to utilize any collection or enforcement rights or remedies which may be available to'the Mortgagors under law or any contract of sale, but without any duty or obligation to perform on behalf of the Mortgagors any of the Mortgagors' duties or obligations to any purchaser of the Real Property and (d) all other property or interests in property now owned or hereafter acquired by Mortgagor which now or hereafter may come into the possession, custody or control of the Mortgagee in any way or for any purpose (whether safekeeping, deposit, custody, pledge, transmission, collection or otherwise) including, without limitation, "deposit accounts" as defined in the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania(all hereinafter collectively the "Personalty"). All of the aforementioned Real Property, Fixtures, Personalty and other rights and benefits and all other property described in the above stated granting clauses of this Mortgage are hereafter referred to collectively as the Mortgaged Property(the "Mortgaged.Property"). TO HAVE AND TO HOLD the Mortgaged Property to the Mortgagee, and the Mortgagee's successors and assigns to and for the proper use and behalf of the Mortgagee and its -4- successors and assigns in fee s: Dle, forever; provided. however, ;hat if all of the Obligations are -eii and duly paid, perfo�l�7ed; completed and satis led to fee MortQagee. then ail interests of the Mortgagee and the estate Hereby granted to the Mortgagee in the Mortgaged Property shall cease and become void and of no effect, anything hereinbefore contained to the contrary notwithstanding. UNDER AND SLS TECT to Pern_itted Encumbrances. ARTICLE I REPRESENTATIONS ANIS«'ARR-kNTIES 1 ne Mortgagors represent and Vera r- nt to the Mortgagee, its successors and assi�..,n. as follows: Section 1.1 - Title. Mortgagors (a) have good and marketable fee simple title to the Land and the Improvements and have good title to all personal property and other property and rights comprising the Mortgaged Property, subject to no mortgage, lien, pledge, charge, security interest or other encumbrance or adverse claire of any nature except Permitted Encumbrances, and (b) have full power and lawful authority,to grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge, grant a security interest in, set over and confirm unto Mortgagee, and its successors and assigns, the Mortgaged Property as herein provided. Mortgagors will forever warrant and defend the title to the Mortgaged Property and the validity and first priority of the lien or estate, and the security interest, created hereby against the claims and demand of all persons ,�Arhomsoever. Section 1.2 - Subdivision: Separate Assessment. Zoning: Parking. The Mortgaged Property constitutes multiple parcels under applicable Laws regulating subdivision and land development and may be leased, transferred or mortgaged without the approval of any governmental authority having Jurisdiction to regulate or control subdivision or land development. The Mortgaged Property is assessed separately from all other lands for purposes of ad valorem taxation. All requirements of every government authority applicable to the use of the Land and the Improvements, including without limitation zoning, have been complied with. The Land is presently zoned to permit the present and intended use of the Mortgaged Property. No variance, reliance on adjacent property or special exception is required for the Improvements. If all or any part of the Improvements are damaged or destroyed, the Improvements can, under presently applicable laws,be legally reconstructed to their condition prior to such damage or destruction, and thereafter exist without violating any zoning or other ordinances presently applicable thereto and without the necessity of obtaining any variances or other relief from local laws. Neither the zoning classification or any other right to construct,use or operate any Improvements or the Land is in any way dependent upon or related to any real estate other than the Land, subject only to easements in f ll force and effect. The Land contains or will contain such parking spaces as are required by - 5 - applicable law and by all D=—tted leases or subleases of the Mo~igaged Property or any part or parts thereof. Section 1.3 - Steets: Access. All streets necessary for the fill utilization of the Land for its intended purpose have been completed or the necessary rights-or v,'ay therefor acquired by or dedicated to the appropriate governmental authority. Mortgagors, their tenants and business vlsltors have direct; lawfffil,unobstructed, adequate and unimpaired vehicular and pedestnan access to and from said right of way. Section 1.4 - Utility Services. Ail utility sendces necessary for the ownership of the Improvemc its and the operation thereof for their intended purpose are available at the boundaries of the Land, irncluding water supply and sanitary sewer and storm sewer facilities and gas, electric and telephone facilities. Section 1.5 - Flood Area. The Land is not in an "area of special flood hazard", as that term is defined in the National Flood Insurance Act of 1968 (as amended and supplemented by Che Flood Disaster Protection Act of 1973). Section 1.6 - Present Compliance with Laws. The Mortgaged Property and Mortgagors' operations at the Mortgaged Property are in compliance in all material respects with all applicable laws and private covenants. Mortgagors have no knowledge of nor have they received any notification from any goverrunental authority claiming that there has been any violation of any law applicable to the Mortgaged Property or Mortgagors' operations at the Mortgaged.Property or requiring compliance with any such law. Section 1.7 –Exhibit A. The metes and bounds description of the Land set forth in Exhibit "A" to this Mortgage accurately and completely describes the parcel intended to be described therein. ARTICLE It COVENANTS ANIS AGREEMENTS OF THE MORTGAGORS The Mortgagors covenant and agree as follows: Section 2.1 - Repayment. The Mortgagors shall pay when due all indebtedness secured by this Mortgage, including but not limited to the Obligations, together with interest thereon and any penalty, fee, charge, deposit, escrow or assessment, at the times and in the manner and amounts set forth in this Mortgage or any other documents executed in connection with the Loans, time being of the essence. Section 2.2 - Performance. The Mortgagors shall strictly and fully perform all duties, obligations, and requirements and comply exactly in all respects with the terms, co--,enants, - 6 - conditions. repre5entatioiis and ,,varranties of this ortgage. All r.-.presentations, warranties and. covenants of Mortgagor contained therein shall survive the clos'a of the tta-isacdons contemplated by the aforesaid Recitals and shall remain continuing obligations; representations and warranties of Mortgagors d'u'ring any time any Obligation remains outstanding or unsatisfied. Section 2.3 - Taxes and EXD-,r,.SeS. The ltlortgagors shall pay and discharge, when and as the same come due, all taxes of every kind and narure, real and personai; all general and special assessments and levies; all water, sever and other utility charges, rents, and assessments; and any and all other public charges, dues, levies, impositions, or assessments of a like or different nature, imposed upon or assessed against the Mortgaged Property or the rents; issues, income or profits thereof, and which are or may become liens against the same, as well as any ground rent to which the Real Property may be subject, and the ?\fortgago�s shall not perriit to exist any lien or security interest for taxes, assessments, levies, fees, ground rents and public charges other than (a) liens for{..axes, assessments, levies, fees, rents, around rents, and public charges not yet delinquent, and (b)liens and security interests which the Mortgagee has specifically arid in writing consented to the existence of and w•rith respect to which the Mortgagors have paid currently all sums secured thereby. The Mortgagors shall,upon the request of the Mortgagee deliver to the Mortgagee receipts evidencing the payment of all such taxes; assessments, levies, fees, rents, ground rents, and public charges imposed upon or assessed against the Mortgaged Property, or the revenues, rens, issues, income, or profits thereo; as well as the payment of the hereinbefore listed senior or superior liens, encumbrances and security interests and any other lien with respect to which the Mortgagee may have consented. Not,�vithstanding the foregoing, nothing contained herein shall be interpreted to require the Mortgagee to pay any such tax, assessment, levy, fee,rent, ground rent, or public charge so long as Mortgagors are contesting its validity in good faith by appropriate proceedings, notice thereof is promptly provided to the Mortgagee and the lien of the Mortgagee, in the sole opinion of the Mortgagee,will not be impaired by said proceedings. Section 2.4- Insurance. (a) The Mortgagors shall keep or require any lessee to keep such insurance coverages as are specified in the Loan Agreement. (b) The Mortgagors shall promptly give written notice of any casualty affecting the value of the Mortgaged Property to the Mortgagee. Mortgagee may make proof of loss if not promptly done by Mortgagors. Any adjustment of a proof of loss shall require written consent of Mortgagee. The proceeds of all insurance on the Mortgaged Property shall be applied as follows: (i) The Mortgagors may, if the Mortgaged Property is totally destroyed by fire, flood, windstorm or other casualty so as to render the Mortgaged Property unsuitable for Mortgagors' continued use, have the option of not replacing, restoring or repairing the damage, but in lieu of such replacement, restoration or repair, apply the full - 7- s proceeds of such insurance on t11e ';ion gaged Property- toward the prepayment of the amol nts secured hereby (any excess proceeds to be paid to Mortgagors); or (ii) If the Mortgagors do not elect to prepay the •amounts secured hereby in full as provided ;n subparagraph (i) above, or if the Mortgaged Property is not totally destroyed, the proceeds of all such insurance stall be held by tre Mfortgagee in a separate insurance loss account until such tulle as Mortgagors shall have delivered to Mortgagee for Its approval and to its satisfaction, sufficient plans; specifications, and con4racts containing a detailed breakdown of the costs to replace, restore or repair the damage. Thereafter, the Mortgagee will; upon delivery to it of a c^rtiiicaLe of the Mortgagors setting forth the costs theretofore incurred or paid, subject to Mortgagee's inspection and acceptance of the replacement, restoration, or repair of the damage, apply so much as may be necessary of I he proceeds of such insurance toward the payment of the costs of such replacement, restoration or repair. If said proceeds are not sufficient to pay in full the costs of such replacement, restoration or repair, the Mortgagors will nonetheless complete or cause to be completed the work thereof and will pay such excess cost prior to requesting Mortgagee to apply any of the proceeds of such insurance to the cost of such replacement, restoration or repair. Any balance of said proceeds of insurance remaining after the payment of all costs of such replacement, restoration or repair shall be applied toward the prepayment of the amounts secured hereby. If said amounts shall have been paid in full, any further balance of said proceeds of insurance shall. be paid to the Mortgagors. All policies of insurance contemplated by this Mortgage, and all renewals thereof, are hereby assigned to Mortgagee as additional security for the Obligations hereby secured, and Mortgagors hereby agree that, if an Event of Default hereunder shall have occurred and be continuing, any amounts available thereunder upon cancellation or termination of any such policies or renewals, whether in the form of return of premiums or otherwise, shall be payable to Mortgagee as assignee thereof. If Mortgagee becomes the owner of the Mortgaged Property, or any part thereof, by foreclosure or otherwise, such policies, including all right, title and interest of Mortgagors thereunder,shall become the absolute property of Mortgagee. - 8 - j k E Section 2.5 - Escrow. In the event the Mortzagors shall not have trmely paid,or cause to have been paid, any tax or insurance prep Burn as provided by Sections 2.3J and 2.4. respectively, the Mortgagee may,upon prior Vvritten notice to tie Mortgagors; require the deposit by the MO gagors with h—t Mortgagee of arnolntS sufficient to discharge the obligations of ti'le Mortgagors for: (a) the payment Of taxes, assessments, lev:es, fees, rents, and other pi.bllc charges imposed upon or assessed against the Mortgaged Property or the revenues, rents, issues, income, or profits thereof as provided iri Seciion 2.3; or(b) the pa-,Tnent of the prem. urns for fu e, casualty, and other hazard insurance and flood i-isurance, as provided b,- Section 2.4; for the purpose of providing a fund to assure the payment of the aforesaid expenses when and as they come due. The determination of the an, so payable and the 'times such amounts are to be deposited Mtth the Mortgagee shall be iriade by the Mortgagee in its sole and absolute discretion. Such aalounts shall be applied to the payment of the obligations in respect to -which such amounts were deposited or, at the option of the Mortgagee, to the payment of such obligations in such order of priority as the Mortgagee shall be applied to the payment of the obligations in respect to which such amounts were deposited or, at the option of the Mortgagee, to the payment of such obligations i- n such order of priority as the Mortgagee shall determine, on or before the date they become delinquent. If the Mortgagee determines prior to the due date of any of the aforementioned obligations that the amount then on deposit shall be insufficient for the payment of such obligations isn full, the Mortgagors, witliin ten (10) calendar days after demand, shall deposit the amount of the deficiency with the Mortgagee. The contrary notwithstanding, the Mortgagee shall retain the right under the provisions of this Mortgage to pay any such amount and to add the amount so paid together with interest at the Penalty Rate provided in the Term Loan Note. In the event any other payment required to be made by the Mortgagors under any of the Loan Documents should be insufficient, the amounts held in escrow may be applied by the Mortgagee to such amounts. Section 2.6 - Advancements. If the Mortgagors should fail to perform any of the covenants contained in this Mortgage or to protect or preserve the Mortgaged Property or the status and priority of the lien and security interest of this Mortgage, the Mortgagee, without notice, may make advances to perform the same on behalf of the Mortgagors or to protect or preserve the Mortgaged Property or the stabus and priority of the lien and security interest of this Mortgage, and all sums so advanced shall immediately upon advancement become a lien and security interest upon the Mortgaged Property and shall be secured by this Mortgage. The Mortgagors shall repay on demand all suers so advanced on the Mortgagors' behalf, plus any reasonable expenses or costs incurred by the Mortgagee, including reasonable attorneys` fees, with interest thereon at the Penalty Rate provided for in the Loan Agreement. The provisions of this Section shall not be construed to prevent the institution of foreclosure or other rights and remedies of the Mortgagee in the event of a default by the Mortgagor. The contrary notwithstanding, the authorization contained in this Section shall impose no duty or obligation on the Mortgagee to perform any action or make any advancement on behalf of the Mortgagors and is for the sole benefit and protection of the Mortgagee. Section 2.7- Condition and Use of Improvements. The Mortgagors shall not at any time abandon the Mortgaged Property,nor commit any waste on the Mortgaged Property, nor make -9 - a any cha�ge in ii`C use of the 1\�Gltgag:d Property. T1ie 1lfortgagors shall at ail tiTieS maLltain and keep the Mortgaged Property it good operat order and condition, Grullrary wea-r anCwe-, tear excepted; and will promptly make; from time to erne, all repairs; renewals;replacements, additions, a-]d 1111-rovennents ill connection theretvifdh which are needed or desirable. The PMortgagors shall fa1_ly and S-uctly corrpiy with all statutes; ordinances, rules, regulations or laws affecting the Mortgaged Prope--t�' or the use thereof. The Luprovements shall not be removed, demolished or substantially altered, nor shall any non-obsolete Fix arcs be removed therefrom, without the prior S^^fieri Consent of tree Mortgagee, except appropriate replacements; flee Of superior title; liens, security lP_terestS; or Clal1T1S, Bre lmrnediately made of a value at bast equal to the value of LhP Fixtures removed. The Mortgagors shall permit the Mortgagee, or its agents or employees, at all reasonabie times to enter and inspect he Mortgaged Prope Section 2.8 -Title to Real Protierty� Liens. The Mortgagors shall at all times dung the term of this Mortgage maintain, good and marketable fee sui nple title to the i\fortgaged Property free and clear of any and all liens, charges, restrictions, encumbrances, security interests a_nd adverse claims whatsoever, excepting Permi=tted Encumbrances. Section 2.9 - Transfer or Encumbrance. Title to all or any portion ofe l\ oaedhgg Property shall not be acquired by any person, individual, partnership, association or corporation, other than the Mortgagors, by voluntary or involuntary conveyance, transfer, grant or assignment, by operation of law, or in any other manner, or become encumbered or charged with a lien or security interest of any kind or variety, whether voluntary or involuntary, including any mechanic's or materialmen's lien or judgment lien, senior, junior or of equal priority to the lien and security interest of this Mortgage. The contrary notwithstanding, in the event that the ownership of the Mortgaged Property becomes vested in a person,individual,partnership, association, or corporation other than the Mortgagors, the Mortgagee may, without notice to the Mortgagors, deal with such successor or successors in interest with reference to this Mortgage and the indebtedness secured by it in the same manner as with the Mortgagors, and any extension of the time of the indebtedness or any other modifications of the terms of the indebtedness at the instance of the then owner of the Mortgaged Property shall not relieve the Mortgagors of the Mortgagors' liability on the Obligations hereby secured or from the performance of any of the covenants and agreements contained herein or any of the covenants, terms, conditions, provisions, representations or warranties contained in the Loan Documents to which Mortgagors are parties, whether the extension or modification be made with or without the consent of the Mortgagors. Section 2.10 - Condemnation. The Mortgagors, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Real Property or any portion thereof shall notify the Mortgagee of the pendency of such proceedings. The Mortgagee may participate in any such proceedings and the Mortgagors from time to time shall deliver to the Mortgagee all instruments requested by it to permit such participation. In the event of such condemnation proceedings,the award or compensation payable is hereby assigned and shall be paid to the Mortgagee as its interests may appear for application to and reduction of the Obligations as provided in this Mortgage. The Mortgagee shall be under no obligation to question the amount of - 10 - arly such ati Ord or, y t ens compaion and may accept pt`ire same -I the amount irl arLicl-i the sane shall be paid. In any such conde inatio_i proceedings, the Mortgagee :nay be represented by counsel selected by it at die Mortga_o_s' sole experise. The proceeds of any award or compensation so recer�'ed Shaent ll, at frie opt ion of the P,Ior gagee, eif"ger be applied, %lily<out pr LO t0 the pa;"In ofthe Obligations, or be paid over to the Mor gagors for replacen-ient of the Real Prope j. Section 2.11 - Future Advances. This Mortgace secures both all present and Lt,?re advances and readvances made to or on behalf of the Mortgagors under the Loan Agreement or the other Loan Docui.lents and all sucl`t present and future advances arid readvances shall be fully secured by the Len and security interest of this Mortgage. This Mortgage shall be an Open-End Mortgage as defined in 42 Pa. C.S. §8143 and secures up to a maximum principal ainount of indebtedness outstanding at any time equal to double the stated aggregate principal amount of the Loans,plus accrued and unpaid iriterest and expenses. This Mortgage secures all advances n-ia' on or after the date hereof. together with all interest accrued thereon and also secures any advances (for purposes of this paragraph, the fallowing being referred to as "Special Advances") made on or after the date hereof for payment of taxes, assessments, maintenance charges, insurance premium, s, costs incurred for the protection of the Mortgaged Property or the lien of this Mortgage and costs incurred by Mortgagee by reason of the occurrence of an Event of Default(as defined herein) or an event which with the giving of notice or the passage of time or both, would constitute an Event of Default. Mortgagors hereby covenant and agree that any notice sent pursuant to 42 Pa. C.S. §8143(c) shall be deemed to apply only to the excess, if any, of the maximum total indebtedness stated above over the unpaid principal balance of the Obligations then outstanding and shall not apply to interest thereafter accruing on arnounts outstanding as of the effective date of such notice, to Special Advances made on or after the effective date of such notice or to interest accruing on such Special Advances. I Section 2.12 -EstoppeI Certificate. The Mortgagor shall, upon written notice from the Mortgagee, deliver to the Mortgagee, within ten (10) calendar days of the giving of notice, a written statement, duly acknowledged, as to such matters relating to this Mortgage as the Mortgagee reasonably may request. Section 2.13 - Zoning: Restrictive Covenants. The Mortgagors, in their use and operation of the Mortgaged Property, shall fully and strictly comply with all applicable laws, rules and regulations of any federal, state, and local governmental authorities having jurisdiction over the Mortgaged Property, including but not limited to all zoning and land use laws, rules and regulations. The Mortgagors shall fully and Strictly comply with all restrictions, covenants, easements, set backs and other limitations on the use of the Mortgaged Property contained in documents of public record. Section 2.14 - Preservation of Lien. The Mortgagors shall take a1 reasonable steps and do all things reasonably necessary, convenient or proper, to establish, protect, preserve and maintain the first priority and status of the lien and security interest in the Mortgaged Property - 11 - established or i_nrenaed to be e-tabl' ' �- e G :seed by t�iis is Lgag ex pt anc only to the exte•_t the MoiLgagee play have Specifically andIi �I7iing consented to the e�ISten".,e of a Ser or Keil or Security interest. Section 2.15 - Security :Aggeement. Mo.Lgagors g ant a securityes Irit.,r.,"t t0 Moitgagee in the Fixtures and Personalty. This Mortgage shall constitute a secu;=t�- a�eement iTor?l tree '�fO Lgagors to `tile Mortgagee under the uniform Commercial Code as in effect In the Commonwealth of Peiinsylvanda, as amended. The 1lfortgagors do hereby appoint the Mortgagee as the Mortgagors' attoiney=;n-fact for the purpose of filing with the local and ceilal filing offices SLC-11 financing or continuation Statements as may be reasonably required in the Mortgagee's Sole opinion to perfect or continue as perfected the security interest created by this Mortgage. The power of attorney hereby given by the Mortgagors to the Mortgagee shall be deemed to be a power of attorney coupled-��dth an interest. ARTICLE III EVENTS OF DEFAULT The occurrence of any of the following events shall constitute events of default (hereafter, "Events of Default") under this Mortgage and shall entitle the Mortgagee to exercise all rights and remedies provided by applicable laws or as otherwise set forth in Article IV of this Mortgage: Section 3.1 - Failure to Pay. The failure of Mortgagors to make any payment whatsoever required under this Mortgage when such payment is due. Section 3.2 - Failure to Perform. The failure of Mortgagors, after thirty (3 0) days written notice thereof, to perform or observe any of the terms, covenants, conditions and provisions in this Mortgage;provided,however, if such failure be such that it cannot be corrected within thirty (30) days, it shall not be an Event of Default if; in the reasonable opinion of the Mortgagee, the Mortgagors are taking appropriate corrective action to cure the failure and if such failure will not impair the ability of the Mortgagors to perform or observe any such terms, covenants, conditions or Provisions. Section 3.3 - Insolvency or Bankruptcy. An Act of Bankruptcy(hereinafter defined) shall occur with respect to Mortgagors; provided,however, if a proceeding with respect to an Act of Bankruptcy is filed or commenced against Mortgagors, the same shall not constitute an Event of Default if such proceeding is dismissed within ninety (90) days from the date of such Act of .Bankruptcy. The term "Act of Bankruptcy," as used herein, shall mean the filing of a petition in bankruptcy under the United State Bankruptcy Code, 11 U.S.C. § 101 at sea., and all future acts supplemental thereto or amendatory thereof, or the commencement of a proceeding under any other applicable law concerning insolvency,reorganization or bankruptcy,by or against the Mortgagors. 3 - 12 - Section 3.4 - Failure i0 Perm�m TvDdei Other Lia. Dom rents. The occ€irrence of an Event of Default as defined in any other Loan. Docurnent, subject to the giving of such notice and the expiration of such cure period; if any, as may be req,,llred therein. Section 3.5 - Unauthorized Transfer. T�ie 7a+sfer, conveya-nne or other disposition of title to,possession of or equitable interest ui the Mortgaged Property or any portion`thereof. Section 3.6 - Default Under Liens. T',,--occuhience of a material default under an-N, document or instru Tient creating a lied or security interest in the Mortgaged Prope;,,; w'hether senior or superior,junior, or of equal priority to the Iien and security interest of tris Mortgage. Section 3.7 Cross Default. The breach by Mortgagors of or a demand for payment under, the terms, covenants or conditions of any agreements; loans or other transactions of the Mortgagors with the Mortgagee, subject to such notice and any applicable grace or cure period as may be required thereunder. Section 3.8 —Notice Limiting Indebtedness Secured. The Mortgagors orany other obligor or guarantor of any of the Obligations shall deliver or cause to be delivered to the Mortgagee a notice pursuant to 42 Pa. C.S. §8143 electing to Ii the indebtedness secured by this Mortgage. ARTICLE IV RIGHTS ON EVENT OF DEFAULT Section 4.1 - Acceleration: 7ud2ment: Foreclosure. Upon the occurrence of an Event of Default, and at all times thereafter: (a) Mortgagee shall have the right to accelerate all Obligations pursuant to the terms of the Loan Documents and to enforce its rights under this Mortgage and the other Loan Documents by exercising such remedies as are available to Mortgagee under applicable law, either by suit or in equity or action at law, or both, whether for specific performance of any provision contained in this Mortgage or any of the other Loan Documents or in aid of the exercise of any power granted in this Mortgage or the other Loan Documents. (b) Mortgagee shall have the right to obtain judgment for the Obligations (including all costs and expenses of collection and suit, including any bankruptcy or insolvency proceeding affecting Mortgagors, and reasonable attorneys' fees incurred in connection v,ith any of the foregoing), together with interest on such judgment - 13 - i at he Pena��Rate pro���ded in the ?ern L�ar�Note, u- it payn er_:t in }till is received by Mortgagee and ?�fertgagee sl.al have the right to obtain execution upon the Nfortgaged Property on account of such judg•nent. (c) ?viortgagee shall have the right to iristitute an action of mortgage foreclosure against the Mortgaged Property or take such other action for re lization on :she security intended to be provided under this Mortgage as applicable law or the provisions of the Loan Documents may allow. Section 4.2- Collection of Income. Upon the occurrence of an Event of Default and at all times thereafter. Mortgagee may, at any time without notice, eiffier in person,by agent or by a receiver appointed by a court; and without regard to the adequacy of any security for the Obligations, enter upon the Mortgaged Property arid, with or without taking possession of the Mortgaged Property, and with or without legal action, collect all rents; 'income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, awards, and payments of any kind payable under leases or other;;dse arising fiom the Mortgaged Property(collectively; the "Income") (,�vhich terms shall also include amounts determined by Mortgagee as fair rental value for use and occupation of the Mortgaged Property by any person; including Mortgagors) and, after deducting all costs of collection and administration expense including attorneys' fees and reasonable reserves, apply the net Income to any of the Obligations in such order and amounts as Mortgagee in its sole discretion may determine, or any of the following in such order and amounts as Mortgagee in its sole discretion may elect: the payment of any sums due, or accumulation of necessary reserves in connection with (a) the preservation and protection of the validity and priority of the lien of this Mortgage; (b) the preservation and protection of the Mortgaged Property; (c) compliance with legal requirements; and (d) fulfilling any obligations of Mortgagors or any other obligor or guarantor under the Permitted Encumbrances,leases for all or a part of the Mortgaged Property,this Mortgage or the other Loan Documents. Mortgagee shall not be accountable for more monies than it actually receives from. the Mortgaged Property nor shall it be liable for failure to collect the Income. Mortgagee shall have the right to determine the method of collection and the extent to which enforcement of collection of Income shall be prosecuted and Mortgagee's judgment shall be deemed conclusive and reasonable. Section 4.3 - Possession. Upon the occurrence of an Event of Default and at all tunes thereafter, Mortgagee may, with or without legal action, take possession and control of the Mortgaged Property to the exclusion of Mortgagors and all others excepting only those claiming under Permitted Encumbrances. Mortgagee shall have the authority wliile so in possession to insure (at Mortgagors' expense) against all risks by reason of having taken such possession and Mortgagor will transfer and deliver to the Mortgagee all policies of insurance upon the Mortgaged Property not theretofore transferred and delivered to the Mortgage. FOR THE PURPOSE OF OBTAINING POSSESSION OF THE MORTGAGED PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT. MORTGAGORS HEREBY - 14- AUTHORIZE AND E>IZPOWER AINTY ATTORNEY OF -ANY COURT OF RECORD U THE COINBIONTN EALTH OF PENNSYLVANIA OR ELSEWHERE AS ATTOR MY FOR MORTGAGORS AND ALL PERSONS CLAUNTD TG LATDER OR THROUGH MORTGAGORS. TO SIGNAIN AGREEMENT FOR ENTERING LN ANY COINIPETENT COURT AN A_ffCABLE ACTION IN EJECTMENIT FOR POSSESSION OF THE MORTGAGED PROPERTY AND TO APPEAR FOR AND CON TESS JUDGMENT AGALNST MORTGAGORS. AIM ALL PERSONS CLAP_ILNIG UNTER OR THROUGH MORTGAGORS R\ FAVOR OF MORTGAGEE FOR RECOVERY BY ?IiORTGAGF-E OF POSSESSION THEREOF. FOR"WHICH THIS MORTGAGE. OR A COPY THEREOF VERIFIED BY AFFIDAVIT. SHALL BE SUFFICIENT WARRANT: AND THEREUPON A WRIT OF POSSESSION MAY INnIIEDL4TELY ISSUE FOR POSSESSION OF THE MORTGAGED PROPERTY. WITHOUT -ANY PRIOR WRIT OR PROCEEDD\TG WHATSOEVER Al\TD WITHOUT ANTY STAY OF E)MCUTION. IF FOR AlT\TY REASON AFTER SUCH ACTION HAS BEEN COMMENCED IT SHALL BE DISCONITIl\TUED. OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN LNC OR BE RESTORED TO MORTGAGORS.MORTGAGEE SHALL HAVE THE RIGHT FOR THE SA_TE EVENT OF DEFAULT OR ANY SUBSEOL-ENT EVENT OF DEFAULT TO BRLNG ONE OR MORE FURTHER AA'TICABLE ACTIONS ASA-BOW. PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE TAIAY BRING AN, AMICABLE ACTION D\T EJECTMENT BEFORE OR AFTER THE LNSTITUTION OF PROCEEDINGS TO FORECLOSE THIS MORTGAGE OR TO ENFORCE ANY LOAN DOCUIlIEl\TT. OR AFTER ENTRY OF JUDGMENT THEREON OR ON ANY LOAN DOCUMENT. OR AFTER A SHERIFF'S SALE OF THE MORTGAGED PROPERTY IN WHICH MORTGAGEE IS THE SUCCESSFUL BIDDER, IT BEING THE UNDERSTANDING OF THE PARTIES THAT THE AUTHORIZATION TO PURSUE SUCH PROCEEDINGS FOR OBTAL\TLNG POSSESSION IS AN ESSENTIAL PART OF THE REMEDIES FOR ENFORCEMENT OF THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS. AND SHALL SURVIVE ANY EXECUTION SALE TO MORTGAGEE. BY AGREEE\TG THAT MORTGAGEE MAY CONFESS JUDGMENT HEREUNDER MORTGAGORS. FOR THEMSELVES ANT ANTY OTHER PERSONS OR ENTITIES NOW OR HEREAFTER IN POSSESSION OF ALL OR ANY PART OF THE MORTGAGED PROPERTY, WAIVE THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDE\TG TO DETERMINE THEIR RIGHTS AN\TD LIABILITIES AND THE OPPORTUNITY TO RAISE ANY DEFENSE. SET OFF. COUNTERCLAIM OR OTHER CLAIM AGALNTST SUCH ACTION BY MORTGAGEE. k Section 4.4 - Repossession. Upon the occurrence of an Event of Default and at all times thereafter, Mortgagee shall have the right to take possession of any portion of the Mortgaged Property constituting fixtures or other personal property subject to the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania, as amended, and any records pertaining thereto. Mortgagee shall have the right to use, operate, manage, lease or otherwise control the Mortgaged i - 15 - s i IOpeIIV in 3i1 'law ul manner and. in its sole discreiii.�n but .,ithout any o7ligatiori to do so, insure maintain, repLr, renovate, alter or remove Such Mortgaged Propel; Ilse; in connection with any assembly, use or disposition of such Mortgaged Property, any trade nark rade name, trade style, cop��ight; brand, patent rig-Lt or tecnn�ical process used or U�lized by Mortgagors; sell or otherv'ise dispose of all or any of such Mortgaged Property at any public or private sale at any tinne or tunes \ti`ithout advertisement or demand upon or notice to Nflortgagors, all of xhich are expressly wai�,eff t0 the extent peimli�ed by law, with the right OI 1\lortgagee or its nomli2ee to I come purchaser at any sale(unless prohibited by stat-ate) i'ee fioFn any equity of redemption and from a" other claims, and a-Ifter deducting all legal and other expenses for maintai.nun-or sellina-such Mortgaged Proper-y, and all attorneys' fees, Iegal or other expenses for collection, sale and delivery, apply the remaining proceeds of any sale to pay(or hold as a reserve against) the Obligations and exercise all rights and remedies of a secured parity under the Uniform Oorrumercial code or any other applicable law, Section 4.5-Atmointment of Receiver. Upon the occurrence of an Event of Default and at all times thereafter, Mortgagee may,without notice, obtain appoiiritment of a receiver for the Mortgaged Property without regard to the adequacy of any security for the Obligations. Section 4.6 - Actions Prior to Acceleration. Mortgagee shall have the right, from time to time, to bring an appropriate action or actions to recover any sums required to be paid by mortgagors under the terries of this Mortgage, as they become due, without regard to whether or not the Obligations shall be due and payable in full, and without prejudice to the right of Mortgagee thereafter to bring an action of mortgage foreclosure, or any other action, for any Event of Default by Mortgagors existing at the time the earlier action was commenced. Section 4.7 -No Marshalling. Any of the Mortgaged Property sold pursuant to any writ of execution issued on a judgment obtained on the Obligations or pursuant to any other judicial proceedings relating to the Loan Documents or this Mortgage, may be sold in one parcel, as an entirety, or in such parcels, and in such manner or order as Mortgagee, in its sole discretion, may elect. Section 4.8 - Riaht of Set OLT Mortgagee shall have the right to set off all or any part of any amount due by Mortgagors to Mortgagee under, this Mortgage or otherwise, against any indebtedness, liabilities or obligations owing by Mortgagee for any reason and in any capacity to Mortgagors, including any obligation to disburse to Mortgagors or their designees any funds or other property on deposit with or otherwise in the possession, control or custody of Mortgagee. Section 4.9 - Waivers of Defects and Exemptions. Except as to compliance by the Mortgagee with the prior notice provisions and the expiration of the cure periods expressly provided for herein or as expressly provided in the applicable Loan Documents, the Mortgagors hereby waive and release all errors, defects and imperfections whatsoever of a procedural nature in the entering of any judgment or any process or proceedings arising out of this Mortgage. Mortgagors also -waive the benefit of any laws which now or hereafter might authorize the stay of - 16 - any e`:ecultion to be issued or anyilld_`'ine,it recovered hereunder or the exe�)ti0 n of the MO iQa`ed Prop. from-I-N y or salt tliereUilder. Section 4.10 -Riglrts and Rernedies 0-iz-nulatn— (a) A.11 rights and remedies of Mortgagee as provided in this Mortgage and the o ner Loan Documnemts shall be cumulative and concurrent;m ay be pursued separately, successively or togeher against tree Mortgagors, the Mortgaged Property, anyOtrier party obited Udder any Loan_ Docurient, or any or all of then, at the sole discretion of Mortgagee and may be exercised as often as occasion therefor shall arise. the rail.Tre to exercise any such-l3' or remedy shall in no event be construed as a waiver or release thereof. (b) Any failure by Mortgagee to insist upon strict performance by lvlortgagor s of any of the terms and provisions of this Mortgage or the other Loan Docurnents shall not be deemed to be a waiver of any of the terms or provisions of this Mortgage or the other Loan Documents and Mortgagee shall have the r ght thereafter to insist upon strict performance by Mortgagors of any and all of'them, ARTICLE V MISCELLANEOUS Section 5.1 - Costs and Expenses. If the Mortgagee becomes a party to any suit or proceeding affecting the Mortgaged Property, title thereto, the lien created by this Mortgage or Mortgagee's interest therein, or in the event of the commencement of any bankruptcy or insolvency proceedings involving Mortgagors, or if Mortgagee engages counsel to collect or to enforce performance of the Obligations, or if, after an Event of Default. Mortgagee incurs any other costs and expenses in perfecting, protecting or enforcing its rights hereunder or in responding to any request of Mortgagors for any consent;waiver, approval,modification or release in connection with this Mortgage or the Mortgaged Property, Mortgagee's reasonable counsel fees, and all other costs and expenses paid or incurred by Mortgagee, including reasonable fees of appraisers, accountants, consultants, and other professionals, title insurance premiums, title reports and work charges, filing fees, and mortgage,mortgage registration, transfer, stamp and other excise taxes; whether or not an Event of Default shall have occurred, shall be paid to Mortgagee, on den-land, with interest at the Penalty Rate provided in the Term Loan Note and until paid they shall be deemed to be part of the Obligations secured by this Mortgage.. Section 5.2 - IndgDInity, Mortgagors shall indemnit,, defend and hold Mortgagee harmless from and against any claims, expenses, demands, losses, costs, fines or liabilities of any hind(including those involving death, personal injury or property damageand including reasonable attorneys' fees and costs) arising from or in any way related to the failure of Mortgagors to comply with, or the failure of the Mortgaged Property to be kept in compliance with all applicable laws including, without limitation, Environmental Laws or Regulations, leases and the Permitted - 17- J E1C iibra?1CeS, f?:Cept +hat '�TortgagorS Shall have no o�llgatl3n to Ir3denr i}', defend or hold Mortgagee harmless hereunder of 7 or agar st any Claw, expense, demand, 'loss, cost, fine or liabihity result g Solel jr Orn or agalI2St Oily CialITi; expense, demand, loss, cost; I ne or Iiabilli;% resul rg solely L'om Mortgagee's gross negligence or 11 misconduct The indemniEcation of Mortgagors under this sectio_ Shall survive the release or te. �dnation of this M3rtgage and shall remain effective not-,�%ithstanding any foreclosure of this Mortgage or other execution against the Mortgaged Propety or acceptance of a deed in lieu of foreclosure. The indemnification agreement 3.L Mortgagors sunder this Section is specifically excepted �'o!na any iundtatio, of liabHiity proVISlon contained in this or any other Loan Document. Section 5.3 - Conu-nunications. All notices demands, requests, approvals, certificates or other communications rewired under this Mortgage shall be given in the manner provided therefore in Section 12.1 of the Loan Agreement. Section 5.4 - Covenant Running with the Land. Any act or agreement specified herein to be done or perfonnne-d by Mortgagors shall be construed as a covenant running with the land and shall be binding upon Mortgagors and their successors and assigns as if each had personally made such agreennent. Section 5.5 -Amendment. Any amendment,modification, consent or waiver which may be hereafter requested by Mortgagors or otherwise required must be in writing and signed by both Mortgagors and Mortgagee. Section 5.6-Applicable Law. This Mortgage shall be governed by and construed in accordance with the laws of the. Commonwealth of Pennsylvania. Whenever possible, each provision of this Mortgage shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Mortgage shall be prohibited by, or invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition and invalidity without invalidating the remaining provisions of this Mortgage. No�lning contained in this Mortgage or in any other Loan Document shall require Mortgagors to pay, or Mortgagee to accept, interest in an amount which would subject Mortgagee to penalty under applicable law. Section 5.7 - Construction. Whenever used in this Mortgage, unless the context clearly indicates a contrary intent: (a) The word "Affiliate' shall mean, with respect to a specified person, any other person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The word "control" means the possession, direct or indirect, of the power.to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. - 18 - (b) The word "r✓iortgagors" shall mean the persons ,;-,ho execute this Mortgage and any subsequent fee owner of the Mortgaged Property and their respecti e i e11 J, executors. administrators.personal representatives. successors and assiflils: (c) The word "Mortgagee" shall mean collectively, the entity listed as Mortgagee hereinabove, its successors and assigns, or any subsequent holder of this Mortgage; (d) The word "person" shall mean individual, corporation, limited liability company, partnership or unincorporated association; (e) The use of any gender shall include all genders; () The singular member shall include the plural and the plural the singular as the context may require, (g) The word "including" shall mean "including but not limited to" or "including without limitation" as the context may require. Section 5.8 -Joint and Several Liability. If Mortgagors, or any successor or grantee of Mortgagors, shall be more than one person, all Obligations of Mortgagors under this Mortgage shall be joint and several and shall bind and affect all persons who are defined as "Mortgagors" as fully as though all of them were specifically named herein wherever the word "Mortgagors" is used. Section 59 - Headings. The headings of sections have been included in this Mortgage for convenience of reference only and shall not be considered in interpreting this Mortgage. Section 5.14 - Severability. If anyprovision of this Mortgage shall be'yield for any reason to be invalid, illegal or unenforceable, such impairment shall not affect any other provision of this Mortgage. Section 5.11 - Recei tp of Civ. Mortgagors acknowledge receipt of a conformed copy of this Mortgage. Section 5.12 -Waivers. The Mortgagee may at any time or from time to time waive all or any rights under this Mortgage or any other Loan Document; but any waiver or indulgence by the Mortgagee at any time or from time to time shall not constitute, unless specifically so expressed - 19 - r y the Motga in �vrltln� a iwilIe ��'a1Ve" r San or exact p0Ii0 by the Or Aerie : e mance Mortaaa e. Section 5.13 - Thi-rd?aty Beneficiary. No person shall have triad party ber�er�cia�y ri?h mts as a result of this Mortgage. Section 5.14 - Incorr)oration by Reference. ine terns, Conditions and pro;isions of the Load Docu—m- encs are Incorporated by reference in this MOiT age t0 the sa--e eJ Lt, t as if set forth in full tri this Mortgage. Should any of the teras, conditions arid prow sions of the Loan Documents conflict with the te_nxms, conditions and provisions of this Mortgage,the Mortgagee shall select,v ich of the terms.covenants and conditions shallgovern and control. Section 5.15—Waiver of Jury Trial. (a) the lvlotgagors and Mortgagee hereby waive trial by jury in any action or proceeding to which the Mortgagors Arid the Mortgagee may be parties, arising Out of or in anyway pertaining to this Mortgage or any of the other Loan Documents to which the Mortgagors are paries. It is agreed and understood that this waiver constitutes a waiver of trial by jury of alI claims against all parties to such actions or proceedings who are parties to the Loan Documents. (b) This waiver is knowingly, willingly and voluntarily made by the Mortgagors, and the Mortgagors hereby represent that no representations of fact or opinion have been made by an individual to -educe this waiver of trail by jury or to in any way modify or nullify its effect. The Mortgagors further represent that it they have been represented in the signing of this Mortgage and in the making of this waiver by independent legal counsel, selected of their own free vU, and that they have had the opportunity to discuss this waiver with counsel. IN WITNESS WHEREOF, the Mortgagors, intending to be legally bound hereby,have duly executed this Mortgage with the specific intention of creating an instrurnent under seal as of the date first written above. MORTGAGOR: G&C ASSOCLATES Juh Cassidy, Partner , Mic ael J. CW, er:�� - 20 - ACS© VLEDGNIENT CONSION WEALTH OF PE'\T SYLVANLk SS: COUNTY OF 1 On this; the J`�� day of June, 2010, before me personally appeared JULIE A. CASSIDY and MICHAEL J. CASSIDY, known to me (or satisfactorily proven) to be the persons who executed the withir, Instrument, and did aclLnowledge that they did so for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. C-0[4MiCYNWEAL i=OF PENNSYLVANIA Notar',�Seat cmi'ry C.iye Nota-:V?t�lic �,�' J, Cha�n�u B0r0,Franiain�'Jtt11u fly COmmssi0n E)ires'J�.19,2011 N'�� Public IJeTber,PerMsylvai?ia Association of Notaries My Commission Expires: by— /9 c?c I ( (SEAL) i CERTIFICATE OF MORTGAGEE'S ADDRESS It is hereby cep ifled that the address afthe Mortgagee and person entitled to interest on thus Mom aa2e is: ✓ Or-sto-wn Bak 77 East K-;--.i�Street S=lppensbur& PA 17257 Attn: Documentation Re''A' 0?iicer Exhibit A 802 Ritner High-wav: All that certain lot or piece of ground si�iate in Shippensburg Township, County of Cumberland; Comn7onV,Bath of Pennsylvania, bounded and limited as folio-ws: Being the same real estate conveyed by deed of The-da J. Horneret al., dated June 4. 1984, and recorded June 6, 1984, in the Cumberland County Recorder's Office at Book 30S, Page, 423, to G & C Associates, a pa-_nership. Being Tax.Parcel 1136-33-1871-003. Hallwood Heiahts Subdivision: All that certain lots or pieces of ground situate in Shippensburg Borough, County of Cumberland, Commonwealth of Pennsylvania, bounded and limited as follo,Ars: 1. Hollar Avenue.30ac, Shippensburg,Borough of Shippensburg-Parcels 32-34-2413-315 ; Logyµ42 Hallwood Heights West; PB 92-107. 2. 302 Hollar Avenue 30ac, Shippensburg;Borough of Shippensburg-Parcel#32-34-2413- 318 Lot-74 45 Hallwood Heights West;PB 92-107. 3. 411 Scott Drive 33ac, Shippensburg,Borough of Shippensburg-Parce1132-3?-2413- 298 Lott 26 Ph 2 Hallwood Heights;PB 70-54. 4. 409 Scott Drive .28ac, Shippensburg,Borough of Shippensburg-Parcel#32-34-2413- 299 Lot#26 Ph 2 Hallwood Heights; PB 70-54. Being part of the same real estate conveyed by deed of The West End Land Company of Shippensburg, a Pennsylvania Corporation, dated October 15, 1992, and recorded October 16, 1.9.92, in the Cumberland County Recorder's Office at Book Y35, Page, 12, to G&C Associates, a partnership. i Mountain View Development• All that certain lots or pieces of ground situate in Shippensburg Township and Southampton Township, County of Cumberland, Commonwealth of Pennsylvania, bounded and limited as follows: i 5. Residual Acreage 26.44 off Baltimore Road, Shippensburg, Shippensburg Twp (Deed Ref: 36-L-809) Parcel#36-35-2385-125,Plan Ref. 94-70 known as Lor 1. 6. Commerce Drive .66ac, Shippensburg, Shippensburg Twp (Deed Ref: 36-L-809) Parcels 36-35-2386-010,Plan Ref 93-63 known as Lot 9. 7. Pin Oak Lane.21 ac, Shippensburg, Shippensburg Twp (Deed Ref: 36-L-809) Parcel# 36- 35-2385-083,Plan Ref: 16-28 known as Lot#2-Sec N. 8. Pin Oak Lane.28ac, Shippensburg, Shippensburg Twp (Deed Ref: 36-L-809) Parcel#36- 35-2385-084,Plan Ref 16-28 known as Lot#4-Sec N. 9. Pin Oak Lane .27ac, Shippensburg, Shippensburg Twp (Deed.Ref: 36-L-809) Parcel#36- 35-2385-085,Plan Ref: 16-28 known as Lot+7-Sec M. 10. Pin Oak Lane.27ac, Shippensburg, Shippensburg Twp (Deed Rei 36-L-809)Parcel# 3.6- 35-2385-086,Plan Ref: 16-28 known as Lot#5-Sec M. 11. Pin Oak Lane.27ac, Shippensburg, Shippensburg Twp (Deed Ref: 36-L-809) Parcel#36- 35-2385-087,Plan Ref: 16-28 known as Lot#3-Sec M. 12. Rear Baltimore Road 1..97ac, Shippensburg, Shippensburg Twp (Deed Ref 36-L-809) Parcel#36-35-2385-132,Plan Ref 93-60 known as Lot# lA Eibit centinuea)) 13. Chestnut Drive .68ac, S Lppensburg, Souter�tiOn TI, {Deed Ref: 36-L-809) �arcel;� 39-35-23-83-023,Plan Ref`. 73-35 I32Cin7n as Loi=27A Phase P-l. 14. 373 Baltimore Road 2.9lac, Shippensburg, Shippensburg T«-p (Deed REf: 36-L-809 & a small poa-Lion of 207-991) ParceiT 36-35-2386-013, Plan Ref: 200740665 k--nown as Lot# 5 (Dollar Tree Store). Being part of the same real estate conveyed by deed of B. Jean Rhine et al., dated September 16; 1998; and recorded September 17, 1998, in the Cumberland County Recorder's Of ce at Book 207, Page 991;to G&C Associates, a partnersl -o. Being part of the same real estate conveyed by deed of Galen S. Asper arld Jea, -li-re—LL e . Asper, dated July 30; 1992; and recorded Augast 13, I992, in the CuTnberland Courtly Recorder's Office at Book L36, Page 809, to G & C Associates, a partnership. ROBERT P. ZIEG ER j RECORDER OF DEEDS j - -�- CUNIBERE A D COUNTY 1 CCI,RTHCI.ISE SQUARE ARE 1 CARLISLE. PA 17013 717-240-6370 s ( } Instrument Number-201019043 Recorded On 7/15/2010 At 10:15:13 AM Y Total Pages - 25 Instrument Type-i4IORTGAGE Invoice Number-69152 User ID- K-W Mortgagor-G & C ASSOC *Mortgagee- ORRSTOWN BANK Customer-SALZMANN *FEES STATE WRIT T. $0. 50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE DO NOT DETACH RECORDING FEES — $51.50 RECORDER OF DEEDS PARCEL CERTIFICATION $150 . 00 This page is now part FEES Of this legal document. AFFORDABLE HOUSING $11.50 COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $242.00 I Certify this to be recorded in Cumberland County PA of 01j 9 } °! RECORDER O/D7S rrso ' -Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 00211P EXHIBIT B S 1t , .86.500.00 na1��a rs urg, en sylvar�ia June 30, 2010 TE.RN4 LOAN'S OTE FOR VALUE RECEIVED, tl.e undersigned G & C ASSOCIATES. a Penns-Ovania Partnership (the "Maker"), promises to pay to the order of ORRSTO«W-N BA'�K (tilie "Lender") at its offices located at 77 East Ding Street, Shippensburg; Pennsylvania 17257 or at such other places as the Lender may from time to time designate, the principal sura of ONE 1�11LLION FOUR HLNDRED EIGHTY-SIX THOUSA'-\TD FIVE HUNDRED DOLLARS ($1,486,500.00), la-,Nful money of the United States of America, advanced by the Lender to the Maker pursuant to the terms of the Term Loan under that certain Loan Agreement dated of even date here`N ith by and between the Maker a-rid the Lender (as the same may be amended, supplemented or othert� se modified ftom tL--ne to time. the "Agreement"). together`�� th . terest thereon payable at the rate or rates hereinafter specified and any and all other sums which may be owing to the Lender by the Maker pursuant to this Note. The following terms shall apply to '.-his Note: I. Interest Rate. Commencing on the date of this Note and continuing for a period of twenty-five(25) years,interest shall accrue at a variable rate of interest equal to Prime as reported in the Wall Street Journal plus one percent(1%)with a floor of Five and 00/100 percent(5.00%). 2. Calculation of Interest. Interest accruing for any period shall be calculated by multiplying the unpaid principal balance of this Note by the applicable rate of interest and by multiplying the product thereof by a factor equal to the number of days in such period divided by three hundred sixty (360). 3. Repayment. (a) Commencing on July 30; 2010 and continuing on the thirtieth (30t') day of each month thereafter, the Maker shall pay to the Lender Three Hundred (3 00) consecutive monthly installment payments of principal and interest. The initial monthly payment shall be $8,68993. (b) Notwithstanding any other provision of this Note to the contrary, the Lender shall have the right, in its sole and absolute discretion, to demand payment in full of the entire unpaid balance of principal and all accrued and unpaid interest and all other sums due and owing under this Note,by not less than ninety(90)days prior written notice,provided that, if no such demand is made, this Note shall be due and payable in full Three Hundred (300) months from the date hereof. 4. Late Payment Chane. If any payment due hereunder is received by the Holder more than fifteen (15) calendar days after its due date, the Maker shall pay a late payment charge equal to five percent (5%) of the amount then due. 1 5. Application of Pati_nents. All pay__ents made hereunder shall b- -- �-st to ai plied r�: late payment charges or other sums owed to the Holder, next to accrued interest, and then to principal and otherwise in such other order or proportion as the Holder, in the Holder's sole and absolute discretion,may elect from time to time. b. Prepavinent. The Maker may prepay this l�lote,in Gvhole or in part at any time or from time to time. Subject to Section 5 of this Note, any such partial prepaym ent shall be applied to principal in reverse order of maturity and shall not be taken or construed as a substitution for regularly scheduled payments. 7. Collateral. This Dote is secured by the Mortgages, the Security Agreement. and the Assignment of Rents and Leases, the provisions of which are incorporated into this Note by reference. 8. Default and Default Interest Rate. Upon an Event of Default and for so long as the Event of Default is continuing, the Holder, in the Holder's sole discretion and —ithout notice or demand, may raise the rate of interest accruing on the unpaid principal balance to the Penalty Rate, independent of whether the Holder elects to accelerate the unpaid principal balance as a result of such Event of Default. Such interest shall continue to accrue despite any legal moratorium on payment or any delay in payment ordered or permitted by any court assuming jurisdiction. The Penalty Rate shall be that as specified in the Loan Agreement. 9. Acceleration. Upon an Event of Default, the principal amount outstanding on this Note,together with interest, charges, fees or other sums shall, at the option of the Holder, or as otherwise provided in the Agreement, without notice or demand, become immediately due and payable. 10. Confession of Judgment. UPON AN EVENT OF DEFAULT, THE MAKER AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY COURT OF RECORD IN THE UNITED STATES TO APPEAR ON BEHALF OF THE MAKER IN ANY COURT IN ONE O.R. MORE PROCEEDINGS, OR BEFORE ANY CLERK THEREOF OR PROTHONOTARY OR OTHER COURT OFFICIAL, AND TO CONFESS JUDGMENT AGAINST THE MAKER, WITHOUT PRIOR NOTICE OR OPPORTUNITY OF THE MAKER FOR PRIOR HEARING,IN FAVOR OF THE HOLDER OF THIS NOTE IN THE FULL AMOUNT DUE ON THIS NOTE (INCLUDING PRINCIPAL, ACCRUED INTEREST AND ANY AND ALL PENALTIES, FEES AND COSTS) PLUS REASONABLE ATTORNEYS' FEES AND COURT COSTS. THE MAKER WAIVES THE BENEFIT OF ANY AND EVERY STATUTE, ORDINANNTCE, OR RULE OF COURT WHICH MAY BE LAWFULLY WAIVED CONFERRING UPON THE MAKER ANY RIGHT OR PRIVILEGE OF EXEMPTION, HOMESTEAD RIGHTS, STAY OF EXECUTION OR GARNISHMENT, OR SUPPLEMENTARY PROCEEDINGS, OR OTHER RELIEF FROM THE ENFORCEMENT OR IMMEDIATE ENFORCEMENT OF A JUDGMENT OR RELATED PROCEEDINGS ON A JUDGMENT. IF A COPT' OF THIS NOTE, VERIFIED BY AN OFFICIAL OR AN OFFICER OF THE HOLDER, SHALL BE FILED IN ANY k 2 } t PROCEEDING OR ACTION WHERE Es J-UDGN-. IENT IS TO BE CONFESSED, IT SHALL. NOT BE NECESSARY TO FILE THE ORIGINAL HEREOF AND SUCH VERIFIED COPIES SHALL BE SUFFICIENT NKkRRANT FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDG'VIENT AGAINST MAKER AS PROVIDED HEREIN. JUDGMENT MAY BE CONFESSED FROM TI-IE TO TENTE UNDER THE AFORESAID PON ERS AILD NO SINGLE EXERCISE IN THE AFORESAID POWERS TO CONFESS TUDGINIENT, OR A SERIES OF JUDGMENTS, SHALL BE DEE-ME. TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SMALL BE HELD BY ANY SUCH COURT TO BE INVALID, VOIDABLE OR VOID, BUT THE POWER SHALL CONTINUE U-NDIMINISHED AND IT 1lIAY BE EXERCISED FROM TIME TO TIME, AND IN THE SAME OR DIFFERENT JURISDICTIONS, AS, AFTER AND AS THE HOLDER SHALL ELECT, UNTIL SUCH TIMI E AS THE HOLDER SHALL HAVE RECEIVED PAYMENT LIT FULL OF ALL SUMS DUE HEREUNDER, TOGETHER WITH INTEREST, COSTS AND FEES. 11. Interest Rate after Judgment. If judgment is entered against Maker on this 'Note, the a-nouat of the judgment entered(which may include prncipal,interest,fees and casts)shall bear interest at the above described Penalty Rate,to be determined on the date of the entry of the judgment. 12. Expenses of Collection. Should this Note be referred to an attorney for collection, whether or not judgment has been confessed or suit has been bled, the Maker shall pay all of the Holder's reasonable costs, fees (including,but not limited to,reasonable attorneys' fees) and expenses resulting from such referral. 13. Subsequent Holder. In the event that any Holder of this Note transfers this Note for value,the Maker agrees that no subsequent Holder of this Note shall be subject to any claims or defenses which the Maker may have against a prior Holder, all of which are waived as to the subsequent Holder, and that all subsequent Holders shall have all of the rights of a Holder in due course with respect to the Maker even though the subsequent Holder may not qualify,under applicable law, absent this paragraph, as a Holder in due course. 14. Holder. As used in this Note, the term Holder shall refer to the Lender, and to any other person. if any, who is in possession of this Note and to whom this Note has been indorsed, whether to order, to bearer or in blank. 15. Waiver of Defects. The Maker hereby waives and releases all errors, defects and imperfections of a procedural nature in any proceedings instituted by the Holder hereunder, as well as all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from garnishment, attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment. The Maker agrees that any real estate that may be levied upon pursuant to any writ of execution issued on any judgment by virtue hereof, may be sold, in whole or in part, in any order desired by the Holder. 3 15. Waiver of Protest. The Maker, and all parties to this Note, whether maker. endorser or guarantor, waive presentment, notice of dishonor and protest. 17. Extensions of Maturity. All parties to his Note; whether maker, indorser or guarantor, agree that the rnatUrity of this Note, or the time of any pay?nent due hereunder; may be extended by the Holder in writing at any time or from time to time without releasin¢, discharging or affecting the liability of such party. _. IS. Notices. Any notice or demand required or permitted by or in connection with this Note shall be given in the manner specified in the agreement for the giving of notices under the Agreement. Notwithstanding anything to the contrary, all notices and denand.s for pa;Tnerit from the Holder actually received in writing by the Maker shall be considered to be effective upon the receipt thereof by the Maker regardless of the procedure or method utilized to accomplish delivery thereof to the Maker. 19. Assianability. This Note may be assigned by the Lender or any Holder as permitted by law. -17 e Lender or Holder shall notify the Maker, as soon as practicable, of the assignment., but any failure to so notify shall not in any manner affect the obligations of the Maker to make any and all payments required hereunder. 20. B1ndin2'NTature. This Note shall inure to the benefit of and be enforceable by the Lender and the Lender's successors and assigns and any other person to whom the Lender may grant an interest in the Maker's obligations to the Lender, and shall be binding and enforceable against the Maker and the Maker's personal representatives, successors and assigns. 21. Invalidity of any Part. If any provision or part of any provision of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Note and this Tote shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforceability. 22. Choice of Law.This Note shall be governed, construed and interpreted strictly in accordance with the laws of the Commonwealth of Pennsylvania. 23. Capitalized Terms. Capitalized terms, unless otherwise defined herein, shall have the meanings attributed thereto in the Agreement, unless the context clearly requires a different meaning. 9 4 i IN WITNESS WHEREOF, the Maker'hasexecut.ed this Note specifically intending t lis Note to constitute an instrument under seal. 'M-A=-R: G 8 C ASSOCIATES By: artner By: rAu J li l Cassidy, Partner U 5 DISCLOSURE FOR CONFESSION OF,IUDG'TNZENT Declarant: G &C Associates Lender: Orrsto vn Bank y DISCLOSURE FOR CONFESSION OF JUDGMENT THE DL.CL?2IL�'\TT IS EXECUTING A1S OF JUNE-3:1 2010, THE FOLLOWING INSTRUMENT(THE "INSTRUMENT"): S 1,486,500.00 TERM LOAN NOTE A. THE DECLARANTT UNDERSTANDS THAT THE INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT INT COURT, AFTER A DEFAULT ON THE INSTRUMENT, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT ANT OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JLTDGMENT. IIT EXECUTING THE INSTRUMENT, BEING FULLY AWARE OF DECLARAII T'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE INSTRUMENT, THE DECLARANT IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE DECLARANT EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE DECLARANT FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE INSTRUMENT ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANTT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE INSTRUMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NTOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE DECLAR4NT IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE DECLARANT EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. A-FTER HAVING READ AND DETERMINED WHICH OF THE FOLLO %v'ITN G STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEI ENT THAT APPLIES, THE DELLA! ^STT REPRESENTS THAT: INITIALS DELL.SRA. -T WAS REPRESENTED BY DECLA A� T'S 1 �. 1R '� 1 a O�rWN DEPS-NDENTT LEGAL COUNSEL T CONNECTION-�Vl TI-TE iRTS T RliI�fsEhTT. .11 t� A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE SSION OF JUDGMENT PROVISION IN THE INSTRUMENT TO DECLARANTS ATTENTION. 3. DECLARANT S AN`NTUAL INCOME EXCEEDS 510,000. THIS ISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, DECLARANT: G&C ASSOCIATES By: "--- Michael silly,Partner By: Mie . Cassidy—, P u er -2 - EXHIBIT C C22TIFIRD PROPERTY IDENTIFICATION WTra U 36-33-1871-003 - SHIPPENSEUPA TD 32-34-2413-315 - SHIPP-EAST BARD 36-35-2385-125 - SHIPMSBURG TP 36-35-2386-030 - SHIPPYNSECUR TP 36-35-2385-132 - SHIPPEN38URa TP 36-35-2386-013 - 511IPPEHa8URG TP 39-35-2383-023 - 5OLMHAMPTC9 TP CCGIS R83I87RT 02/13/2013 BY TB THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON, MCCOY&ORTA,P.C. 100 North Broadway, Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Peansyhw" Tai Map Na or Tax Parcel Identification No.:36-33-1871-W3,32-34-2413-315;36-35-2385.125; 3&35-2386-010-,36-3!!-238,5-132;39L3-1%.-2383-023 and 36-352386-013 1 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 r NicPif7=llonc ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Ornstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257 (hereinafter referred to as"A_ asigno ), 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 successcrs and assigns(hereinafter referred to as "Assignee' having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, tide and interest in and to that certain: AMO Ref.:2510.017 Loan Name:0&C ASSOCIATES Loan Ref.:714$19023 THIS DOCUMENT PREPARED BY AND UPON RECORDATION, RETURN TO: ANDERSON,MCCOY &ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsyhauia Tax Map No.or Tax Parcel Identification No.:3&33-1871-003,32-34-2413-315;36-35-2385-125; 36-35-2366.010; 36-35-2385-132;34-35-2383-623 and 36-35-2386-013 I certify that the precise address of the Assignee is cio Sabal Financial Group, L.P., 4675 MacArthur Court,Suite 1550,Newport Beach,CA 92660 NicY arzellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as"Assignor'), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio, LLC,a Delaware limited liability catapany, its successors and assigns(hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.017 Loan Name:G&C ASSOCIATES Loan Rd.:714819025 Open-End Mortgage and Security Agreement dated June 30, 2010, executed by G & C ASSOCIATES, a Pennsylvania partnership, the grantor, to Orrstown Bank,the Lender, recorded on July 15, 2010,as Instrument Number 201019043 in the Official 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 HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, . LLC, ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAMER OF PAGE INTENTIONALLY LEFT BLANK] AMO Rd.:2510.017 Lasa Nam C&C ASSOCIATES Loan Rd::714819025 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this day of February, 2013. ASSIGNOR: ORRSTOWN BANK,a Pennsyhania banking corporation By: Magnolia Portfolio,LLC,a Delaware limited liability compan , ' By: , Name: R.Patterson Jackson Title: Authorized Signatory R,csuaM`w`O)q�i ml4(9� RUW2 p6c coo 7arkko e4 zo 401, ns ACKNOWLEDGMENT QgyjbW STATE OF CALIFORNIA } SS: COUNTY OF ORANGE } On this day of February, 2013, befo a personally appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfol' C, a Delaware limited liability company, Attorney-in- Fact for Orrstown Bank, a Pennsylvan' anking corporation, known to me or proved to me on the basis of satisfactory evidence to be the rsons who executed the foregoing instrument, and they thereupon duly acknowledged to me that ey executed the same to be their free act and deed. WITNESS my hand and o cial seal. My commission pires: Name of Notary: AMO Rcf.:2510.017 Loan Nene:G de C ASSOCIATES Loan Rcf.:714819025 State of California ) County of Orange } On February 5, 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. LYNN MATTSON Corhmission#1930475 z Notary Public-California Z orange county µ comm.Expires Mar 27.2015 (SEAL) ubiic Signature •nay. • a�rdw�er - r-y- . ..� � ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 =_ 717-240-6370 .............,,,.. 7. Instrument Number-201304938 Recorded On 211312013 At 12:58:30 PM •Total Pages-5 •Instrument TvPe-ASSIGNMENT OF MORTGAGE: Invoice Number- 129281 User ID- MSW •Mortgagor-G&C. ASSOCIATES •Mortgagee - MAGNOLIA PORTFOLIO LLC `Customer- SIMPLIFILE LC E-RECORDING `FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE DO NOT DETACH RECORDING FEES - $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $70.00 This page is now part FESS of this legal document. COUNTY ARCHIVES PEs $2.00 ROD ARCHIVES FRE $3.00 TOTAL PAID $110.50 I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS rr� •-InforuvUl u denoted by an asterisk m2y change duAng the verithattw process and may cot be reflected oa thls par. CERTIFIED YROPERTY IDRNTIFICILTION NL7kKM 36-33-1871-003 - SBIPPRIISSURG T. 32-34-2413-315 - SBIPP-RAST WAR] 36-35-2385-125 - SHIPPENSHURO T, 36-35-2366-010 - SBIPPKNSBtMG T. 36-35-2365-132 - S9IPPUSM= T 39-35-2383-023 - 54=K*MTON TP UCC FINANCING STATEMENT AMENDME W 36-35-2366-013 - SEIPPBFS2=0 T, FOLLOW STRUCTKM MW and CAREFULLY =15 RWISTRT 02/13/2013 ST TB PHONE F CONTACT AT FILER[DgWaq Rewrding Department 405 2384003 SEND ACKNOWLFDGBAFNT TQ Rdeme ata ADCm:ta) Anderson, McCoy&Orta PC 100 North Broadway Suite 2600 Oklahoma City,OK 73102 TABOW SPACE M FOR FAM OFFICE USE ONLY 1t DI FIldAN ILEI HE lb, Tft MT r #201019044 filed 71152010; Cumberland County, PA �_ mbafJW(V(*oad)jarnWordrd)dnUw is 2.F- MQ TEFIL!lNAT10N: eiaedrwl.d FYSada t s teatctatl torr nmd wd+wlP*--to SOW*Ydwat(a)d*a eaaa6o Part'6Ur=jj op e%fa T*Tr&Z6en UrAMWK 3, C0KnN ' of ew FkWOV MOW&t i oom Abcw vft ralpaet to raaq tdo ml d to Srsare Pov&Anouiv I-"C**r,ftn GwAffmm cwftvad kr e:rddtlwsa pwft taoaoae by OPP2390 A- 4. ASS* MENT Wt.Q:Orr r>Ns d aaaRwr In bam 7a«7t ad @a&.d ma.h nm 7C an0 Luc tiow nes amwv im kh bail 9. S.XJ&NOMENT(PARTY INF An: Tth w—am slam I 00ft or I J Saa+wl P"of RD= .ow*"t2 of¢eaa tmaa AbcdadIlidartip Mrtmar>3!1PuWd*appraI - 9ft1mft tidww6w4A=7. {^CMAta6 rwteai w�dAs adebww:Gar 4A1RRfaCQd n6n1a h tafff M a ato t: rwr !�DEII:TE ria+w:0tw we«6 near A00 Mnc 00niMk tsn h Ia a 7b,ani ado 1—I nnw rr» h lem 7a Ot ft w%be rradbna dd�wtl i h do 7c To be d�tstl trt Lim be ar m. Idtn 7C aYo caftiYa iars 7d-7 R Q. MF EaOPZ957TRM k&W G&C ASSOCIATES, a Pennsylvania partnership OR atL MMDUAL'S LAST X#JAE FitiaT HAf MMOlE MMtE 6UFfDt 7. ♦ORGMCUT10K8 MAGNOLIA PORTFOLIO, LLC,a Dela"re limited liability company OR 7b.UtDMDUALS LAST NAME FIRV NAME N1DDl E NAt� SUFFDt 7t:=ING ADWEaS CRY STATE PM&CONE COUNT" da Sabal Financial Group, L,P_,4675 MacArthur Co Newport Beach CA 92$60 USA 7d.TAX IA s BSM OR EIN INFO RE 17e.TYPE OF OROAHY�no 77.1705rnoN OF ORGANIZATION 79.ORGANLZATIOlAL in ORGA QATMN DE9TOR E. TERAL : r--,"gAa tot r ftoau06 oalu¢rl!1..)def6taG or etfad or Om wdiw qa"o a+6stana daaorfptbn,«duerh&a bsWnd aaod r Parcel ID: 36-33-1871-003, 32-34-2413-315, 36-35-2385-125;36-35.-2386-010; 38-35-2385-132; 39.35-2383-023 and 38-35-2386-013 4. NAME OF SECURED PAKTY OF RECORD ALM40RONG THI8 AhMNdiMM omw or ,r ei 4 an asai0iaiwtq,a ed d an Arw 1*rwa&Ah mad eT a DW*or rhft ads odgwa w adds to amp Orem,«e n a d a Tamttw5v,R*wQaa ai a orrsor,C*:k nw [l d war nwne at DEBTOR azw by w wawnwt w.OFtaMZATKM NAMb ORRSTOWN BANK 011 fib.64 MDUAL'S LAST NMIE FIR$T It4AE UCOLE wWE RUFF!% R G&C ASSOCIATES(Loan Ref.: 714819025 AMO Ref.:2510.017) FILM OFFICE COPY-NATIONAL UCC FIXV CMG STATEMENT AMENDMENT(FORM UCM(REN-W221D?) .na�. • w..��..Y�... •• cryo . .... ROBERT P. ZIEGLER RECORDER OF DEEDS ; CUMBERLAND COUNTY - 1 COURTHOUSE SQUARE =` CARLISLE, PA 17013 _= 717-240-6370 Instrument Number-201304935 Recorded On 2/13/2013 At 12:52:52 PM •Tola1 Pages-2 "Instrument Type-FINANCING STATEMENT-ASSIG.NMEVT Invoice Number- 129278 User ID- NISW _ •Debtor-G& C ASSOCIATES Secured Party. ,MAGNOLIA PORTFOLIO LLC Customer- SIMPLIFILE LC E-RECORDING `FEES RECORDING} FEES - $95.00 Certification Page RECORDER OF DEEDS PARCEL CERTIFICATION $-x0.00 DO NOT DETACH FESS COUNTY ARCHIVES ME $2.00 ROD ARMIVES nE $3.00 This page is now part TOTAL PAID $170.00 of this legal document. I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS •_Inforroatbn devo*d by an asterisk may change during Ike vcrttl=tkm process and any rent be retleded on this page. File Number. 2013021501979 Date Filed: 0211512013 11:47 AM Carol Aictlele UCC FINANCING STATEMENT AMENDMENT Secreftry of the Commonwealth FOLLOW INSTRUCTICHS CAREFULLY A.NAME 6 PHONE OF OONTACT AT FILER ioptionall chills,gloria (403)236-= B,SENDACI(NOWLED3SteENTTO: (NameamA66ess) gloria chiids 100 north broedway suite 2640 aRlahom a city ok M02 Bmode too big to f4 In this a rea EMall:gchiidsoamopc.com Fax:(40512W-1448 THE ABOVE SPACE RS FOR FILING OFFICE USE ONLY is.INITIAL F[NANCPIG STATEMENT FILE s Ib, nit FINANCPIG STATEMENT AV..ENDMENT is- 20101171 600820 10 to be ued rOr reeordl Lor recorded}in the REAL ESTATF RErrone Z�TERMINATION Et"OdA'nesl V INFnnpnp SletemenL idart,led mwert Ufeernat*Jwlnr#tprcrl6 s&euty mure9ts)of the SocrrBdP nlhont, s'ry nD:hs Term nim Stnbment 1 Q CONTINUATION:E'..a rihvrOL cf Ing Firmncnp Slx"ry owlhtrd ab No wqh hSD Oct to sbdnlyet@re;Ns}a tnc Faa,mo Pan anrizin In,s �OOIaOrt/I W r.Dd Dr0N0ad by�G"tahla leis. y 7 Mpnuaban S[asamOR it 4:G10 n,ad for trrn �. ASSIGNMENT(VI o omm) 5 AMENDMENT(PARTY INFORMATION):This Amendmentatfecm Lj D oiar or S*cvwPa yorraeoro CNMGE name MMC,eW.Oss DELETE naTe n ADD nem@ 6. CURRENT RECORD INFORMATION: Is.ORGANIZATION'S NAME OR MAGNOLIA PORTFOUO, LLC,a Delaware limited liability company Tb.INDMDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX T. CHAILGEI?LMORADDED INFORMATION 7a.ORGANVATION'S NAME OR M kGNOLIA PORTFOU0,LLC,a Delaware limited liability comparry 7b.1NDMDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7c.MAILING ADDRESS CITY STATE POSTAL CODE CCUNTRY do Sabal FlnRnClai Group,LP.,4675 MacArthur Newport Beach CA 92860 USA Cour#,StAte 1664 Il.AMENDMENT(COLLATERAL CHANGE) Dewtm Waftfal C3 W"Wo or D&Jd.d.-cve Sri ra [j re90fw Wr,%aral d@smbon or d.,.tw"A,e a: O moi¢ e 9.NAME of SECURED PARTY at RECORD ALJHTORIZI NG THIS AMENDMENT Q DE8T4A avnarwnp the amKanert &a.ORGAN¢ATOLL'SNAME OR ORRST WN 8"K W.IND M DUALS LAST RAMI E F I R ST NAME MID pi E NAM E SUFFIX 1D.OPTON&FILM REFEREkCE J1^TA 2510.017 2310.017 ASSIGNMENT OF SECURITY DOCUMENTS ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION, ("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets-aver and conveys to MAGNOLIA PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, its successors and assigns ("Assignee"), without recourse to the Assignor, and without representations, warranties or covenants, express or implied, written or oral, by the 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 and/or delivered in or to or with respect to the Loan, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Loan. Dated this of February,2013 ASSIGNOR: ORR.STOWN BANK,a Pennsylvania banking corporation By: MAGNOLIA PORTFOLIO, LLC,a Delaware limited liability compan its Attorney-in-Fact By: Name: R. Patterson Jackson Title: Authorized Signatory AMO Ref.: 2510,017 Loan Name: G&C ASSOCIATHS Loan RcE:714819025 EXHIBIT"A" To ASSIGNMENT OF SECURITY DOCUMENTS That certain loan dated June 30, 2010, in the stated original principal amount of$1,486,500.00, executed by G & C ASSOCIATES, a Pennsylvania partnership to Qrrstown Bank, which is secured by properties located in Cumberland County, State of Pennsylvania. AMO Ref.: 2510.017 Lcan Name: G&C ASSOCIATES Loan lief.:714819025 EXHIBIT D h:3ic 1r1'ill�l; �i�iill ROADS . SINO"N I_LP i2r�r;�o� w � k Re: .DE IA D \OT.I.C.T NTA FEDERAL EXI'RESS _.lark 1). Hipp. Esquire MC—L-te i7vans N-Vuodsidc PC 401 North Front Street P.O. Bo", �9ti0 Ihtrrisburg, PA 17110-0950 Dear Mr. Hipp: W'e represent Sabal Financial Group, L.P.. as servicin; agent for Mz n.olia Portfolio, LLC (the "__ender") who purchased those certain loans made to G&C Associates, being more specifically identified as Loan Nos. 101182-001, 104186-001, 104187-001 and 104188-001, which such loads are guaranteed by Michael and Julie Cassidy. It is our understanding that you represent G&C Associates and _`Michael and Julie Cassidy (collectively. the "Obligors"), and that you _rill share this Notice with your clients. if that is not the case, please advise us Within the next three (3) days so that Svc can re-deliver this notice accordingly. The forcooiiio loans may be referred to herein as each a "Loan" and, collectively. the -.1-oans". Capitalized terms used herein shall have the meaninos attributed thereto by the various loan documents associated vvith the Loans (the "I.,oan Documents') unless other-,vise defined heT'l 111. As you may knoNv, the Loans were in default at the time Lender purchased them and since that time. the Obligors have inadc efforts to make payments and rchabilitate the Loans. Unfortunately, the Obligors have not made consistent or timely: payments as required Linder the Doan Documents, and therefore, the Loans continue to be in default. The failure to make timely payments on the Loans coIlstitutes all cNicrit oI dofaull under the Loan Documents (the "Events of Default"). As a result o;:the Evems of Default. the Lender «as and continues to be entitled to pursue various, rights and remedies under the Loan DOGUMCI1tS, including',, \vlthout limitation, tihe. acceleration of all of the Mclobtedncss that is owed by the Obligors to the I.ender under the Loan One south Market Square, 12th Floor o P.O. Pox 1146 • Harrisburg, PA 17108-1146 d ph. 717.233.5731 29 DovAn Forge Road Exton, PA 19341 • ph: 6 10.423.4200 > fax: 610.423.4201 iv1.1,iU.vhoad5-s1 n o u.coo lkwum"s rAWS 10 the DAWN Wank Me Amposition of We WON rme of iniaw rDeRnmH Rme! whonzed by the. E)ocurnenin conksmon A judgawnE and Me i'UrCCIOSUI'C. liQuidadon. copecoon oi- 011ier tnforcen-jent of the L.ender'` :ajj i lien's in any of all of the C01!,IICTLII ',LCL1riM4 the hAcAduss and obhivahow Under the Loan Documents. Acaurdinuly, lw)u and At ChHgors are hereby notified Mat: • Interest Wall continue to accrue on the unpaid principal balance at the deNWt interest rate of thve percent (3%) over the current applicable imie of each Wan, • The I xndur is here1q, dedaning the Loans imniclaWo due and pyahl. The outstandings principal and accrued interest uidwhe Lons as of N/lay 30. 2014 is as follows: Principal Unpaid lDefault Tntal _Loan PI Bn1ame Interest Late Fees OW Fns Interest_ Due 104182-001 SM61013 S2910919 S1 1,81 1X S M A2.01 S 12j")15.90 S 776.43-5.0 104196-001 S34120S.40 S25.359.07 S3,8316 (9 S21,498.4! S118.8-1 ,2S54 18.7 133.44 I U4 18 i)U I { S 8 1 S303319 S12L543..477 .3 105.727.82 S.5,.,73.j 51 40 S5,496.1 i 101188-0b1511.372,786.58 V,;614.10 IZAS&70 $7403081—S I A8183183 S 1 23.7�1,1.97 Total Amnum Nomithstanding be to that the Lender may Arnediatel), exercise its rights and remedies under the Ivan Docu-nienm the Lender will aIJONV the ObliL101-5 until JL11)' 15, 2014 to satisfy the outstanding indebtedness as set forth above. If the Obhgors do not sabsQ, the outstanding indebtedness on or before July 15, 2014, Be Lender may choose to exercise its rights and remedies under the Loan Documents without any further notice to the Obligors. Additionally, if payment is not made on or before July 15, 2014 as set forth above., we have been authorized to institute appropriate legal action against the Obligors, including, but not limited to, confession of judgment against the Obligors, and the foreclosure, liquidation, collection or other enforcement of the Lender's security interests and liens in any or all of the collateral (-Collateral") securing the indebtedness and obligations under die Loan Documents, in order to recover all amounts owed to the Lender under the Loan Document,-,. including legal fees, costs of collenon ,in(] interest. _Fhe Lcndex';; election 1101 to exercise any of its other rights and re-niedies at the present dine, and any financial accon-n-nodations the Lander may have inadc to date, shall not be construed as a wiwr or an\,,, rights or remedies of Be Lander. Nothing contained herein or in any other cominwiVation or in any ongoning discussions or negotiations \vhich have or may take place beiwten the Ohlic::,rors and the I-ander CA directly or indirectly: (i) create any obligation upon Be Lender to defbr any enforcement action or make any further financi'al accommodations; C(-InstilUle a consm or \vaivcr of any past, Present Or WRHv Event of T)efhU[t or nVer violation of any provisions of any Loan DOnknent; (iii) amend. modify or oporaic as a waiver of, -1111: provisi'onj of "Inti' Loan D�x:uni-,nt or any right, POWM% PANAlege or reeled y of We Lencer i ,11_- o- TUUnut:r (iv) consimie a cow-se of deahm-, or CLheY Inasis ,-or altering smy duq, or ubhyadori ONS -.Cd h_\ Ole Obl�'.OTS to the Lender. NMh&g MOMOM Al this lett-tr shall Confer or zn'v Obligor or any ether Person or crany any ngM 10 oler or allter entice or cure perimk xOM respect 1() any EvuH uf Dehuh. The Lender expresMy reserves all of in rights, pawnsprivileges I_CT`nC-djO_S U11CILT the Loan Documents and/cn- applicable laws. including?.. "Wout li-mitabori. the Ltnder*s right at an-v time, as appHcahle: (i) 10 apply The Default RLiic to the obligations under ilic Documents g Loan Docum,, since the date of inception of At Mms of DOW 00 to commence an,); legal or other action to COIAL any or all of the indebtedness and oUgadons under the Loan Documents and/or any Collateral or any properly pledged by any other person or entity as security? for any or all of we indebtedness and oWi( gaticias under the Loan Documenin OR) to foreclose or othenAse realize on any or NJ of the Colhwyaj and,ol- set-off or apply to the p,�yjjjejjt of LIny or all of the indelvedness or obligations under the Loan Documents any or A_l Of be Collateral: and (iv) to take any cwher enforcement action or otherwise exercise any or all rights and remedies provided by any Loan Document or by applicable lavvs. The Lender appreciates the efforts made to date "All respect W the Inams and feels that a call to discuss these Loans Would be beneficial. Please advise of your availabHiry for a conlAmcnce. call MAK the next ten days. ln the meantime. please do not hesitate To contact the undersigned with, any questions or concerns. Very truly yours, RHOADS & SINON LLP Ly:: Kat Deringer Sallie Ole: Ann I lerripfling, Saba] Financial Group, (via electronic mail) Ralph Fetrow (via electronic. mail) Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax hzkelly@mette.com Attorneys for Defendant MAGNOLIA PORTFOLIO, LLC, Plaintiff v. G & C ASSOCIATES, Defendant TIIED-OFFICr OF. THE PROTHONO .17 2014 OCT 17 PM 12: 33 CUMBERLAND COUNTY PENNSYLVANIA : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : Docket No. 14-5785 Civil Term PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance on behalf of Defendant, G & C Associates, in the above - captioned matter. By: Date: October 16, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE iked-Aa-z- HEATHER Z. LLY UIRE Q 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 G & C Associates 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 ATHER Z. KILY, ES SUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. 0. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Defendant G & C Associates Date: October 16, 2014 747035v1 Stephanie E. DiVittore, Esquire Attorney I.D.No. 85906 Kathryn D. Sallie, Esquire t ?, 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 G & C ASSOCIATES, Defendants CASE NO. 14-5785 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 G & C Associates on October 16, 2014. Respectfully submitted, RHOADS & SINON LLP By. L Lp Stephanie E. DiVittore One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff 968041.1 EXHIBIT 44A99 MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLIAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION G & C ASSOCIATES, NO. 14-5785 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 G&C Associates. As counsel for Defendant, I certify that I am authorized to do so. Date: By: Heather Z. KellY,5sq uire Mette, Evans & Woodside 3401 North Front Street Harrisburg, PA 17110-0950 Attorneys for Defendant 966708.1 CERTIFICATE OF SERVICE I hereby certify that on this a t11z�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 DTra—DAA7TmVer 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. G & C ASSOCIATES 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 -5 FI : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA : NO. 14-5785 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: _dawn', D 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 Heather Z. Kelly, Esquire Sup. Ct. I.D. No. 86291 METTE, EVANS & WOODSIDE 3401 North front Street P.O. Box 5950 Harrisburg, PA 171.10-0950 (717) 232-5000 — Phone (717) 236-1816— Fax hzkelly@mette.com Attorney for Defendant MAGNOLIA PORTFOLIO, LLC, Plaintiff VS. G & C ASSOCIATES, Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, : PENNSYLVANIA . NO. 14-5785 Civil Action DEFENDANT G & C ASSOCIATES' PRELIMINARY OBJECTIONS TO COMPLAINT IN MORTGAGE.FORECLOSURE NOW COMES Defendant, G & C Associates ("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: 8. The Limited POA references a "Loan Sale Agreement" between Orrstown Bank and Plaintiff. (Limited POA, Ex. A). 9. 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). 10. The Limited POA does not include a copy of the Loan Sale Agreement and does not specifically reference any loans or security documents that were sold or transferred by Orrstown Bank to Plaintiff pursuant to the Loan Sale Agreement. 11. The Loan Sale Agreement is not attached to the Complaint, nor is it a matter of public record. 12. Because the Loan Sale Agreement was not attached to the Complaint in this action, and because neither Plaintiff nor Orrstown Bank has ever made it available to Defendant, Defendant has never seen the Loan Sale Agreement and has never received confirmation that the Mortgage was properly assigned by Orrstown Bank to Plaintiff. PRELIMINARY OBJECTION Lack of Capacity to Sue 13. The above Paragraphs are incorporated by reference. 14. The face of the Complaint, even coupled with the Limited POA of public record, fails to establish a proper assignment of the Mortgage to Plaintiff because there is no proof that Plaintiffs signature on the Assignment of Mortgage was authorized by Orrstown Bank. 15. Pennsylvania Rule of Civil Procedure 2002 provides that "all actions shall be prosecuted by and in the name of the real party in interest." Pa. R.Civ.Pro. 2002. 3 16. Where an action is brought by a party other than the real party in interest, the Plaintiff lacks capacity to sue under Rule 1028(a)(5). See Flanagan v. Hill, 78 Pa. D. & C. 4th 487, 488-89 (Pa. Com. Pl. Centre 2006); Washington Mut. Bank FA v. Carr, 77 Pa. D. & C.4th, 137-38 (Pa. Com. Pl. Adams 2006); Pa. R. Civ. Pro. 1028(a)(5). 17. A party that asserts its status as real party in interest by way of an assignment is required to specifically trace the history of the assignment in its pleadings to the extent necessary for the Defendant to confirm that the plaintiff has a substantive right to bring the claim. Hillbrook Apartments, Inc. v. Nyce Crete Co., 352 A.2d 148, 153 (Pa. Super. 1975); Wilcox v. Regester, 207 A.2d 817, 818-19 (Pa. 1965). 18. 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. 19. 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. Respectfully submitted, METTE, EVANS & WOODSIDE By: aj/Lit-Keay Heather Z. Kell squire 0 Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 4 Date: December 4, 2014 (717) 232-5000 (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendant 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: CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Stephanie E. DiVittore, Esquire Kathryn D. Sallie, Esquire Rhoads & Sinon LLP One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 By: Date: December 4, 2014 Respectfully submitted, METTE, EVANS & WOODSIDE Heather Z. Ke11 , squire Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 — Fax hzkelly@mette.com Attorney for Defendant eXhibit A Inst. # 201303263 - Page 1 of 3 NOT APPLICABLE FOR PIN NUMBER CCGIB REGISTRY 01/30/2013 BY DC LIMITED POWER OF ATTORNEY Reference is made to that certain Loan Sale Agreement for Portfolio Offering #121210, dated as of December 20, 2012 (the "Loan Sale Agreement") by and between ORRSTOWN BANK having a notice address of 77 East King Street, Shippensburg, PA 17257, Attn: Jeffrey M. Seibert, EVP/Chief Operating Officer ("Seller") and MAGNOLIA PORTFOLIO, LLC having a notice address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, California 92660; Attn: R. Patterson Jackson (`Buyer"), Each capitalized term used herein but not defined herein shall have the meaning assigned thereto in the Loan Sale Agreement. • In accordance with the Loan Sale Agreement, Seller hereby makes, constitutes, appoints and confers upon Buyer, its successors and assigns, Seller's irrevocable, limited power of attorney to indorse Seller's name and collect any checks or other forms of payment received from Obligors, under the related Evidence of Indebtedness sold by Seller to Buyer under the Loan Sale Agreement and to endorse and sign any documents necessary to assign, transfer, extend, release or otherwise carry out the intent of the Loan Sale Agreement with respect to Loan Notes, mortgages, deeds of trust, security instruments, judgments, assignments of insurance policies or other instruments related to an Evidence of Indebtedness; provided, however, any such endorsement (i) shall be permitted only to the extent necessary to carry out the intent of the Loan Sale Agreement and (ii) shall state clearly that such endorsement is "WHERE IS", "WITH ALL FAULTS" AND WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. This Limited Power of Attorney shall expire one (1) year from the date of execution hereof. Page 1 of 2 Inst. 4t 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. Signed, sealed and delivered in the prose cif —Th By: Name: By: Name: out ORRSTOWN BANK, a Pennsylvania banking corporation By: Name: Zachary Lynn Title: SVP, SAG 'rector Special Assets Group t-;-noa Atli) w�� $776..E Ccra-stew-s— ACKNOWLEDGEMENT STATE OF IC\ Shia. M G § COUNTY OF �YOk.Y1 \l. V\ T CERTIFY that on the 19th day of December 2012, Zachary M. Flynn personally came before me and acknowledged under oath, to my satisfaction, that: (a) he signed the attached document as Senior Vice President of Orrstown Bank and (b) this document was signed and made by Orrstown Bank as its voluntary act and deed. COMMONWEALTH OF PENNSYLVANIA Notanai Seal Ashley R. Nen, Notary,Public Greene Ito., franldin County Commission Ex•IresMay 29,oN NOTAiuES MEMBER, PENNSYLVAN'AAS50Mn MyComNOTARY 'ji�: L �O a9,9 u M Com on Expires: Page 2 of 2 Inst. # 201303263 - Page 3 of 3 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 201303263 Recorded On 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 OT DEEDS * - Information denoted by an asterisk may change during the verification process and may not be reelected on this page. Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittorePuhoads-sinon.com Kate Deringer Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon.com Rhoads & Sinon LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717)233-5731 Fax: (717) 231-6637 Attorneys for the Plaintiff MAGNOLIA PORTFOLIO, LLC, Plaintiff v. -F" 7HE i''i3O-11]:AC: DEC 29 Ail 11: 21 CUMBERLAND COUNTY PENNSYLVANIA : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : CIVIL ACTION G & C ASSOCIATES, : NO. 14-5785 Defendant 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 G & C Associates as follows: 1 Admitted with the proviso that the Complaint is a writing that speaks for itself. 2. Admitted with the proviso that the Complaint, as well as the Assignment of Mortgage attached to the Complaint, are writings that speak for themselves. 3. Admitted with the proviso that the Assignment of Mortgage attached to the Complaint is a writing that speaks for itself. 4. Admitted with the proviso that the Assignment of Mortgage attached to the Complaint is a writing that speaks for itself. 974779.1 5. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself 6. Denied as stated. It is admitted that the Limited POA was not attached to the Complaint. It is specifically denied that denied that the Limited POA was required to be attached to the Complaint or otherwise provided to Defendant. 7. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself. 8. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself 9. Admitted with the proviso that the Limited POA attached to Defendant's Preliminary Objections is a writing that speaks for itself. 10. 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. 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. 12. 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 13. Magnolia incorporates herein by reference its responses to Paragraphs 1 through 12 above. 14. The allegation of Paragraph 14 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. 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. The allegation of Paragraph 18 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. 19. 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 G & C Associates. 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 G & C Associates. Respectfully submitted, RHOADS & SINON LLP By: v V tZJe�Q-` Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore q 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 Melte, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Dara . Whistler