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HomeMy WebLinkAbout14-6197 Supreme Court-off Pennsylvania Court ofCOIIIInon'P1eas For Prothonotary Use Only: Cv><1 Cover S eet Docket No: .< : Cumiberland'' ,f. �: County �. The information collected on this form is used solely for court administration Purposes. .This form does not sr+pplement or replace the filing and service of pleadinsfs or other papers as required by law or rules of court. Commencement of Action: S Complaint El Writ of Summons El Petition E Transfer from Another Jurisdiction Declaration of Taking C Lead Plaintiffs Name: Lead Defendant's Name: T SurnmitBridge national Investments III LLC Samuel F. Cressler I Are money damages requested? El Yes El No Dollar Amount Requested: ©within arbitration limits O (check one) ®x outside arbitration limits N Is this a Class Action Suit? Yes El No Is this an MDJAppeal? Yes El No A Name of Plaintiff/Appellant's Attorney: Reed Smith LLP, Jennifer P. Knox, Esq. El (';Iteck here if you have no.attorney(.arc a Self-Represented [Pro 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 D Intentional El Buyer Plaintiff Administrative Agencies Malicious Prosecution Debt Collection:Credit Card Board of Assessment Ei Motor Vehicle Debt Collection:Other Q Board of Elections Nuisance ® Dept.of Transportation S EJ Premises Liability El Statutory Appeal:Other El Product Liability(does not include E mass tort) � Employment Dispute: Slander/Libel/Defamation Discrimination F7 C D Other: Employment Dispute:Other ® Zoning Board T ® Other: T I [—] Other: O MASS TORT `Asbestos N [:'i Tobacco [j Toxic Tort-DES Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS �f Toxic Waste Other: El Ejectment E] Common Law/Statutory Arbitration B El Eminent Domain/Condemnation E] Declaratory Judgment F7 Ground Rent [3 Mandamus Landlord/Tenant Dispute E]Non-Domestic Relations El Mortgage Foreclosure:Residential Restraining Order PROFESSIONAL LIABLITY Mortgage Foreclosure:Commercial 0 Quo Warranto 07 Dental Partition rl Replevin f7 Legal 17 Quiet Title Other: E]' Other: 71 Other Professional: Updated 1/1/2011 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) " REED SMITH LLP C7 r, Three Logan Square Suite 3100 1717 Arch Street '�-• a C:,) :m. Philadelphia, PA 19103 r f�w=a "rtes (215) 851-8100 -;j;. (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, ` V. Civil Action No. I 1 SAMUEL F. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, MICHAEL L. PROFFITT 129 Mountainside Road Harpers Ferry, WV 25425, and CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendants. VERIFIED COMPLAINT IN MORTGAGE FORECLOSURE Plaintiff, Summitbridge National Investments III LLC by and through its attorneys, Reed Smith LLP, files this Verified Complaint In Mortgage Foreclosure and in support thereof states 9 ) and avers as follows: (�5 a-� US ACTIVE-119561535.2-JPKNOX 10/17/2014 9:35 AM Rff 3) Psgy The Parties and Premises 1. Plaintiff, SummitBridge National Investments III LLC ("Plaintiff' or "SummitBridg ") is a limited liability company with an address at 1700 Lincoln Street, Suite 2150, Denver, Colorado 80203. 2. Defendant Samuel F. Cressler("S. Cressler") is a natural person with a last known address of 9400 Molly Pitcher Highway, Shippensburg, Pennsylvania 17257. 3. Defendant Michael L. Proffitt ("Proffitt") is a natural person with a last known address of 129 Mountainside Road, Harpers Ferry, West Virginia 25425. 4. Defendant Christine M. Cressler("C. Cressler", and together with S. Cressler and Proffitt, "Defendants") is a natural person with a last known address of 9400 Molly Pitcher Highway, Shippensburg, Pennsylvania 17257. 5. S. Cressler and Proffitt (collectively, "Borrowers") are the record owners of certain real property located at 100, 104, 106, 108 and 110 Earl Street and 8, 10 and 12 East Orange Street, Shippensburg Borough, Cumberland County, Pennsylvania 17257, comprising County Parcel Numbers 34-34-2415-165, 34-34-2415-163, 34-34-2415-162, 34-34-2415-161, 34-34-2415-160, and 34-34-2415-132, as more particularly described in Exhibit "A" which is attached hereto and incorporated by reference herein (the "Real Property"). Factual Allegations A. The Loan Documents 6. On or about May 8, 2009, Farmers and Merchants Trust Co. of Chambersburg ("F&M Trust"), as lender, and Borrowers, as borrowers, entered into a certain Business Loan Agreement (as amended from time to time through the date hereof, the "Loan Agreement"), pursuant to which F&M Trust agreed to lend the Borrowers a principal sum not to exceed $1,710,000.00 at any given time (the "Loan"). - 2 - 7. The Loan Agreement is in writing and true and correct copy of the Loan Agreement is attached hereto and incorporated herein by reference as Exhibit "B". 8. In connection with the Loan, the Borrowers executed and delivered to F&M Trust a certain Promissory Note dated May 8, 2009 in the original principal amount of$1,710,000.00 (the "Original Note"). 9. The Original Note was amended by that certain Allonge, effective as of June 27, 2014 executed by F&M Trust (the "Allonge", and together with the Original Note, the "Note"). The Note is in writing and a true and correct copy of the Note is attached hereto and incorporated herein by reference as Exhibit "C". 10. To secure the obligations under the Note and Loan Agreement, on or about May 8, 2009, the Borrowers executed that certain Open-End Mortgage and Security Agreement in favor of F&M Trust (the "Mortgage"). 11. The Mortgage was recorded on May 8, 2009 with the Cumberland County Recorder of Deeds as Instrument Number 200915236. 12. The Mortgage is in writing and a true and correct copy of the Mortgage together with the Cumberland County Recorder of Deeds certification page is attached hereto and incorporated herein by reference as Exhibit "D". 13. Pursuant to the Mortgage,Defendants granted to F&M Trust a mortgage lien on and security interest in the Real Property, including, among other things, any and all erected or affixed buildings, improvements and fixtures relating thereto. 14. The Mortgage includes a Subordination of Marital Rights dated May 8, 2009, which was executed and delivered by Defendant, C. Cressler. - 3 - 15. The Loan Agreement,Note and Mortgage, together with all documents executed in connection therewith or in connection with the Loan, as the same may have been amended, restated or otherwise modified from time to time, are hereinafter collectively referred to as the "Loan Documents". 16. On or about June 26, 2014, F&M Trust assigned to SummitBridge all of its right title and interest in and to, inter alia, the Loan and the Loan Documents (the "Loan Assignment"). 17. In connection with the Loan Assignment, F&M Trust executed and delivered to SummitBridge the Allonge. 18. In connection with the Loan Assignment, F&M Trust executed and delivered to SummitBridge a certain Assignment of Security Instruments, effective as of June 26, 2014 (the "Assignment of Security Instruments"). 19. The Assignment of Security Instruments was recorded on July 11, 2014 with the Cumberland County Recorder of Deeds as Instrument Number 201415115. 20. The Assignment of Security Instruments is in writing and a true and correct copy of the Assignment of Security Instruments together with the Cumberland County Recorder of Deeds certification page is attached hereto and incorporated herein by reference as Exhibit "E". B. The Defaults 21. The Loan matured pursuant to the terms of the Note on November 15, 2010 (the "Maturity Date"). 22. Defaults or events of default have occurred and are continuing under the Note and other Loan Documents, or certain of them, as a result of the Borrowers' failure to pay to the -4 - Bank all obligations due and owing under the Note on or before the Maturity Date (the "Maturity Default"). 23. By letter dated September 18, 2014, SummitBridge notified the Defendants and of the Maturity Default(the "Default Letter"). A true and correct copy of the Default Letter is attached hereto and incorporated herein by reference as Exhibit"F". 24. The Maturity Default constitutes an Event of Default under the Mortgage. (See Mortgage p. 4.) 25. Pursuant to the terms of the Mortgage, upon the occurrence of an Event of Default thereunder, the Bank is entitled to foreclose upon the Real Property. (See Mortgage p. 5.) 26. The amounts due and owing by the Borrowers to the Bank under the Note and Mortgage are as follows: Unpaid amount outstanding under the Note as of September 18, 2014 $1,514,155.71 Unpaid interest under the Note $210,444.69 as of September 18, 2014 TOTAL AMOUNT DUE ON ALL OF THE FOREGOING AS OF SEPTEMBER 18, 2014 (SUBJECT TO ADDITIONAL INTEREST AND COSTS ACCRUING THEREAFTER AND ATTORNEYS' FEES) $1,736,476.54 27. The Bank is also entitled to recover interest(including interest at the default rate as described in the Note), late fees and other charges accruing after September 18, 2014, and all costs of suit and attorneys' fees. 28. All conditions precedent for enforcement of the Mortgage have occurred or have been waived by Defendants. - 5 - 29. It is believed, and therefore averred, that the Borrowers are and, at all relevant times, have been the legal owners of the Mortgaged Property. 30. Upon information and belief, the Defendants are not in the military service of the United States of America. 31. 35 P.S. § 1680.40 et seq. (Act 91) is not relevant to this matter because the Mortgage is not a Residential Mortgage. 32. 41 P.S. § 101 et seq. (Act 6) is not relevant to this matter because the Mortgage is not a Residential Mortgage. WHEREFORE, Plaintiff, SummitBridge National Investments III LLC hereby demands that a judgment (i) in mortgage foreclosure be entered in its favor and against the Defendants Samuel F. Cressler, Michael L.Proffitt and Christine M. Cressler, in the total amount of $1,736,476.54 plus interest from and after September 18, 2014 and all costs of suit and attorneys' fees, and (ii) for such other relief as this Court deems just and proper. Respectfully submitted, Dated: October , 2014 By: �w Jennifer P. Knox A 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (facsimile) Counsel for SummitBridge National Investments III LLC - 6 - COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, V. Civil Action No. SAMUEL F. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257 and MICHAEL L. PROFFITT 129 Mountainside Road : Harpers Ferry, WV 25425, Defendants. VERIFICATION Eric Engel,hereby deposes says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and verifies that the statements made in the foregoing Verified Complaint In Mortgage Foreclosure are true and correct to the best of his knowledge, information and belief. The undersigned understands that the statements made US-ACTIVE-1 19561535.2-JPKNOX 10/17/2014 9:35 AM therein are made subject to the penalties of 18 Pa. Cons. Stat. Ann. § 4904 relating to unsworn falsification to authorities. Dated: October , 2014 By: Enc Engel, Asset Ngnager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments I11, LLC - 8 - COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, V. Civil Action No. SAMUEL F. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257 and ; MICHAEL L. PROFFITT 129 Mountainside Road Harpers Ferry, WV 25425, Defendants. RULE 1018.1 NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims 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 defense and objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE, CARLISLE, PENNSYLVANIA TELEPHONE NUMBER: 717-249-3166 '1 1 Dated: October , 2014 By. Jennifer x ( 06298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (facsimile) Counsel for SummitBridge National Investments III LLC - 2 - Exhibit A TRACT NO.1 ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at an existing three inch iron pipe at the southwestern corner of lands now or formerly of Jodi Forrester, thence along lands now or formerly of Norfolk Southern Railroad North 86 degrees 40 minutes 45 seconds West 141.13 feet to a point, thence continuing along the same North 86 degrees 29 minutes 07 seconds West 116.00 feet to a point, thence continuing along the same North 89 degrees 59 minutes 07 seconds West 96.14 feet to a point,thence along the eastern right-of-way line of South Earl Street North 21 degrees 06 minutes 00 seconds West 437.57 feet to a point, thence along the southern right-of-way line of Orange Street North 68 degrees 04 minutes 09 seconds East 302.93 feet to an existing parker kalon nail in the center of Apple Alley,thence along the center of Apple Alley and lands now or formerly of Terri Kelley South 22 degrees 08 minutes 12 seconds East 115.80 feet to an existing parker kalon nail,thence continuing along Apple Alley and by lands now or formerly of Memorial Lutheran Church Of Shippensburg, Richard Henderson, and Jodi Forrester South 23 degrees 23 minutes 05 seconds East 467.85 feet to an existing three inch iron pipe the POINT OF BEGINNING. Containing 3.6247 Acres. HAVING thereon erected dwelling houses known and numbered as 8, 10 and 12 East Orange Street and having an existing masonry warehouse. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.2,LOT NO.25,100 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 24 as shown on a final subdivision plan for The Earl Group,thence along said Lot 24 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistle Avenue,thence along said right-of-way line North 22 degrees 10 minutes 11 seconds West 24.86 feet to a point,thence continuing along the same by a curve to the right, said curve having a radius of 20.00 feet, an arc length of 31.42 feet, a chord bearing of North 22 degrees 49 minutes 49 seconds East,and a chord length of 28.28 feet to a point on the southern right-of-way line for Orange Street, thence along said.right-of-way line North 67 degrees 49 minutes 49 seconds East 96.21 feet to a point, thence along the the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 47.02 feet to a point the POINT OF BEGINNING. Containing 0.1201 Acres. BEING Lot No. 25, known as 100 South Earl Street, Sbippensburg, Cumberland County,Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugh, PLS,dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.3,LOT NO.23,104 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 22 as shown on a final subdivision plan for The Earl Group,thence along said Lot 22 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistie Avenue,thence along said right-of-way line North 21 degrees 06 minutes 00 seconds West 22.00 feet to a point, thence along Lot 24 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 22.00 feet to a point the POINT OF BEGINNING. Containing 0.0583 Acres. BEING Lot No. 23, known as 104 South Earl Street, Sbippensburg, Cumberland County, Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugh,PLS,dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.49 LOT NO.22,106 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 21 as shown on a final subdivision plan for The Earl Group,thence along said Lot 21 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern rigbt-of-way line for Beistle Avenue,thence along said right-of-way line North 21 degrees 06 minutes 00 seconds West 22.00 feet to a point, thence along Lot 23 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 22.00 feet to a point the POINT OF BEGINNING. Containing 0.0583 Acres. BEING Lot No. 22, known as 106 South Earl Street, Shippensburg, Cumberland County, Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugb, PLS,dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.5,LOT NO.21,108 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 20 as shown on a final subdivision plan for The Earl Group,thence along said Lot 20 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistle Avenue,thence along said right-of-way line North 21 degrees 06 minutes 00 seconds West 22.00 feet to a point, thence along Lot 22 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 22.00 feet to a point the POINT OF BEGINNING. Containing 0.0583 Acres. BEING Lot No. 21, known as 108 South Earl Street, Shippensburg, Cumberland County,Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L.Diffenbaugh, PLS, dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.6,LOT NO.20,110 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the nokbeastern-corner of Lot 19 as shown on a final subdivision plan for The Earl Group,thence along said Lot 19'$outh 68 degrees 54 minutes 00 secondsWest 115.35 feet to a point on:the Eastern right-of-way line for Beisde Avenue,the along said right-of-way line North 21 degrees 06 minutes 00 seconds West 27.00 feet to a point; thence along Lot 21' as shown on a final subdivision plan for The Earl Group North.68-degrees 54 minutes 00 seconds East 115.35.feet to a point, thence along the western right-of-way,line for South Earl Street South 21 degrees 06 minutes 00 seconds East 27.00 feet to a'point the POINT OF BEGINNING. Containing 0.0715 Acres. BEING Lot No. 20, known as 110 South Earl Street, Shippensburg, Cumberland County,-Pennsylvania and described in accordance with the.Flnal Subdivision Plan for The Earl Group as prepared by Eric L.Diffenbaugh, PLS,dated February 20; 2006 and recorded in the Recorder.,of Deeds in and for Cumberland County, . Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townbouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. USINESS LOAN AGREEMEN Afindipal. Lean 05to Maturity Loan No CaII l Con Account 10ffi0er tnitiRl3 $1,7110,000.00 .0."8-2009 11-16-2010-1 1At.r 35�z t3E"?/V nafomncos In the boxes above are lot London's use only and do not Limit the applicability of this document to tiny particular loan or item, Any hem above containing" has been omitted due to text length limitations. Borrower: Michnef L.Proffitt Lender: Fnnnars and Merchants Trust Co.of Chamborsburg Samuel F.Crasstor Commercial Services Doparinient 129 Mountainside Road 20 South Main Straw Harpars Ferry,WV 25425.5542 P.0.Box 6010 Chambersburg.PA 17201-6010 1717)264.6116 THIS BUSINESS LOAN AGHEEMENT dated May B.2009,is made and oxocutod between Michael L.Proffittand Samuel F.Cresster VBorrewvf 1 and Farmers and Merchants Trust Co. Of Ch6mbetsburg (`Lander")on the following forms and conditions. Botrower has received prior commercial loans front Lander or his applied to Londol'for a coneantelal loan or loans or other financial accommodations,including those which may ba described an any exhibit or sattodula attechod to this AgreementBorrower undarstands and agrees(lint: JA) in granting,following,or . extending any Loan,Lendar is relying upon Borrower's roprosonto0ons.warranties,and agreements as sot forth in this Agreement; (BI the granting,renewing,or extending of any Loan by Lender at all times shall be subject to Lender's solo judgment and discretion:and (C) all such Loans shall be and remain subject to the ti n is and conditions of this Agreement. TERM. This Agreement shall be,effective as of May 8, 2009,and shall continue in hull force end eilect until such time as all of B1)rrOWar'6 Loans in trivet of Londer have been paid in full,including principal,interest,costs.expenses,attorneys'fees,and other(ass and charges,Or until such time as the parties may agree in writtrkd to tenninate this Agreement. ADVANCE AUTHORITY. The fallowing person or persons are nuthorized, except as provided in this paragraph, to request advances and outharizo pnyments under the line of credit until Lender receives from Borrowat,at Lender's nddrass shown above,written notice at revocation of such authority; Michael L.Proffitt,Individually;and Samuel F.Crossler,Individually. Upon receipt of invoices. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's ohfignUon to snake the initial Advance and each subsequent Advance under this Agreement sht)N be subject to the fulfillment to Londer's satisfaction of oil of the conditions sal forth in this Agreement and in the Rotated Documents. Loan Documents. Borrower sholi provide to kendm the lnhowing documonm !nr the inan: its the Nate; f7f Security Apiermrnt6 granting (o I,ande, snowny Interests in the Collateral; 131 imencing statements and as othor documents norfacbng Lonoer's Security Interests. (41 avioence of mcurance as required below: IN nsaigmmonts of fife insurance; (G) guaranties, 171 togmhnr vwith nil we.1, Related Documents as Lander may regtllro for the Loan;all in farm and substance so6sractory to Lender and tender s counsel Payment of Fens and Expenses, Borrower shall have pad it)Lendw ell lrp,9,charges,and olhrr)oxpen5rs,which Fire tirr.n dui and PAyahlp as specified in this Agreement at.any Related Docurnont. neprasentationc and Warranties. The representations and warranties sal forth in this Agreement.in the RolAiced Documents, and,n any documant or corbficnle delivered to Lander under this AWatnment are true and currect. No Event of Default. Tharo shelf not ex{st.at the timn of any Advance a condition-which vznuld constitute an Event of Default under this Agreement or under Any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrams to tenter,rs ot'the dole of this Agreemem,as at the date of each disbursement of loan proceeds,as of the date cl;any renewal,extension or modification of any Loan„and at all timoa any Indet?trdness oxistst Business Activities. Michael L.Proffitt maintains on office at 128 Mountainside Road,Harpars Forty,4`JV 254255542, Unless fvitchaet L. Proffitt has designated otherwise in writing, tine principal ollico is the office at which Michael L. Proffitt keeps its books Win records inchud`mg Its records concerning the Collateral. Michael L. Proffitt will notify Lander prior to any change in the location of Michael L. Proffitt's principal office address or any change in Michael L.Proffitt's name. Michael L,Proffitt shall do all things necessary to comply with an regulations,rules,ordinances,statutes,orders and decroos of any guvernmentol or quasi-governmeinal Authority or court opplicabio to Micitnal L.Proffitt and Micheol L.Proffitt's business activities. Samuel F. Cresslar maintains on office at 9400 Malty Pitcher Highway, Shfpponsbuig, PA 17257. Unless Samuel F. Creseler has designated othetwise.in writing,the principal office Is the office,at which Samuel F.Crossler keeps its books and rocords includir 3 its recorde concerning the Collateral, Samuel F.Croesfat'will nilly Londer prior to any change(n the location of Samuel F.Cressler'a principal oitita address or any change In Samuel F.Cressirr's name. SAmual F.Crossler shrift do ail things naeosssry to comply with All rogub ions, rules,ordinances, statutes. orders and d"faas of any governmental.or quesi•governmentat authority or court applicable to Samuel F. Cressler and Samuel F.Cresster's business activities. Assumed Business Names. Borrower has filed of recorded all documents or lilings required by law refining to all assured businoza names used by Borrower, rxeluding the name of Borrower,the following Is a complete list of all assumed business names tmdfir which Borrower dons business: None. AUlthaYlation. BWOwar'R 4X1lCU1I0n,delivery",and peiiormance of this Agreement and all the Related Documonts do not confkst with, result in a vlodntion of,of constitute n default urxfor (1) any provision of any ogroonnenl or Other instrument hinding upon Borrower or 421 any Inw,governmental regulation,court decree,or order applicable to Borrower or to Borrower's properties, Financinl Information. Each of Borrower's financial statements supplied to Londer truly and complately disclosed Berrower's financini condition at of the!late of the staternem,and there has,been no material adverse rhringe in Borrower's financial condition subsequent to the data of the most recent financial siaternant supplied to Londer. Borrower hos no material contingent obligations except as disclosed in Ruch financial;Stntnments, Legal Effect. Phis Agreement constitutes, and any instrument of agreement Borrower is required to glia under this Agreement wimn delivered will constitute legal,valid,and binding obligations of Barrowar enforceable agninet Borrower In fracmdanre with their rrspeciive terms. Properties, Except as contompinled by this Agrcomnni or as proviousrr nisclnsed in P,orrowet's financial statements or in venting in Lendar nraf As accepted by Lender.Find except tat property tnx liens lot tnxP,S not Pre-serly due And pnyAile,Bonewitr own,;and has gond Utiv to all of Botnlwor's pfopo+'linx free and cleor of all Security Inrow.,6,And has met emicutea any so Cu,kv det:umrnrS tit f4umcinsi Sla:arT+erlr� rotating to such properties. All of Borrower's properties are irtioel to Borrower's!octal name..one Sorrow,^.r has net lost'Or Died A hnancvgl stnernent under any other name for nl least the Inst siva d5)soon, Hazardous Substances. Except as disclosed to and acknowledged by Lends,in writing,Borrower represents anti warrants:hm: 11) Durlrvrr she period of 9ortowef'n ownership of the.Caitmrrnl,tensa has hren no use,genf.ifltia+),rrlan+dnClutP.,sinrag",1'ernmetit,d+spnAl ,einem or threaloned irlcese of any Hazardous%vbmanco by Any parson an,under, about d, Imm:any O1 the Coli,tle,oi, (2.) Borrower has no hnewtedgn at or reason to believe that there has been fol any breach or violation of any Envi,onmomal Low-i: Ibi any use.genotulion, manufacture, storage, treatment, disrmsol, release or thiCatened release of any Hnzwdous Substance on, under, atroul of tram the Collateral by any prior owners of occupants of any of file Collateral;or fel any Actual at threatened litigation or claims of any kind by any person tainting to such matters. 13) Neither narrower not any tenant,contractor, agent or other authortsrd user Of any ill the,Collateral shall use. gonerate, menutactura, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shalt be conducted in compliance wits all applicable federal, state. and Local laws, regulations, and ordinances,including without limitation ab rnvironmantal Laws. Barrowar ainhotixas bander A"its agents to emer ulinn the Collateral to make such inspections and tests or. Lender (nay doom appropriate to determine compliance of the Collateral with this spciion of the Agroomom. Any Inspecfians or tests made by Lander shall he at Borrower's exponza and for Londor's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations And warranties contained herein are based an Boftower's due diligence in investigating the Coautoral for hazardoua wasto and Hazardous Substances. Borrower hereby Of itile:lses And waives tiny future claims against Lender for indemnity or contribution fn the event BOrrawat becomes liable for cleanup or other costs under any such laws,and (21 agroor,to indemnify,defend,and hold harmless,Lender agninst tiny end all claims,losses, liabilities,damognc,penalties,and expenses which Lender may directly or indirectly sustain or suitor resulting from a broach of this section at the Agreement or as a consequence of any use,generation,manufacture,storage,disposal, release or threatened release of a hazardous waste or substance on the Collateral. Tho provisions of this section of the Agrecmant, including the obligation to indemnify and deland, shrill survive the payment of the Indebtedness and the terminotion, expirocion or saiisloction of this Agreement and shot! not be Affected by Lender'e acquisition of arty Interest in any of the Collateral, whathor by foreclosure of mhorwiso, Litigation and Claims. No litigotlon, claim. investigation. adrnin(6tralive proceeding or similar action(including theta tar unpaid taxes) BUSINESS LOAN AGREEMENT (Continued) Page 2 against Borrower is pending or threatened, and no other event hes occurred which may rnetonally adversely Affect Borrower's financial condition or properlir.s, other than litigalion, claims, or other events. If any, that have born disclosed to and rcknowlydgrd by Lendrr in writing, Taxes, To the best of Borrower's knowledge,all of Borrower's tax returns and reports that are or were required to be tiled,have been filed,and all taxes,assessments and other governmanral charges have been paid in full except these presently being or 10 bi cont'esterl by Borrower in good faint in the ordinary course of business and for which adequate reserves hove been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements,or permitted the filing or attachment of any Security Interests an at affecting any of the Collateral directly or indirectly scouring rcp14ymoni of Borrower's Loan find Note,that would big prior or that may in tiny way be superior to Lender's Security tnterests and rights in and to such Collateral, Binding Effect. This Agroament, the Note, all Security Agreements (if any), and all Related t7ocumants are binding upon the signers thereof,as well as irporf their successors,rapresamativos and assigns,and are legally onftaceabla in accordance with their respective terms, AFFIRMATIVE COVENAN"TS. Borrower covenants and agrees with Lender that,so long as this Agwoment remains in aftact,Borrower will: Notices of Claims and Litigation. Promptly inform Lentler in writing of (f 1 all material adverse changes in fsatrowor's financial condition, and 121 all axisi'irrg and all threatened L'tigatien,claims,invastigations,administrative proceedings or similar lotions affecting Borrower or any Guarantor which could materially Affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP,applied on a consistent basis,and permit Lender to examine and audit Borrower's books and records at All reasonable times. Financial Statements. Furnish Lender with the foilowing� Annual Statements. As soon as available,but in no event later than one,hundrod-twenty 020)days after the end of each fiscal year. Borrower's balance shalt and income statement for the year coded,prepared by Borrower. Tax Returns, As soon as available,but in no event later than thirty(30)days after itis Applicable filing date for the lox reporting period ended,Fademl and other governmental tax returns,prepared by a tax professional satisfactory to Lender. All financial reports required to be provided under this Agraomont shall be prepared in acearxfanca with GAAP, Applied on a ronsistom basis,and certified by Barrowot as being true and correct. Additional Information, Furnish such additional information anti statamarits,as Landor may request from time to time. Additional Requirements. Borrower to maintain a deposit relationship with Lender, Insurance. Maintain fire and other risk insurance,public liability insurance,and such other insurance as Lender may require with respect to Borrower's properties and operations.in form,amounts,coverages and with insurance companies acceptable to Londe(. Borrower,upon request of Lender,will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender,including stipulations that Coverages will not be cancatied or diminished without at least ten JIM days prior written notice to Lendor, Each insurance policy 14160 shall include at,endorsement providing that coverage in favor of Lender will not be impaired in any way by any act.omission or default of Borrower or any other person, In Connection with all policies covering nssam in which Lander holds or is offered a security Iruetost for the Loans.Borfowor will provide Lender with such lender's loss payable or othor endorsements as Lender may require. Insurance Reports. Furnish to Lentler, upon roquest at Lender, reports on each existing insurancv poikr y shilwitig such information as Lender may reasonably wquesl.,including without limitation the InflovAng: it the name a1 titer insurer; l'Li the risks insured; (3i the amount of the poliry: (4) the:proporios inrumd, till the than current proporly valuos on the basis of which insurance has been obtained. and the manner of determining:hose valves; and i6l the expvation date of the policy, In addition,upon request of Lender(however not more often than annuriilyl. Borrower will have an independent appraiser satisfactory 10 Lender determine, on applicable, the actual cash value or replacement Cost of any Colletefat, The Cost of Such appraivat shall tie paid by borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender,executed by the guarantor named below,on Lender's forms,and in the amount and under the conditions sat forth in those guatanties. Name of Guarantor Amount, _...._............ Christino M.Ctesslor $1,710,000.00 other Agreements. Comply with 411 forms and conditions of all other agreements,whether now or hereafter existing,between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreoments. Loon Proceeds. Use all Lean proceeds solely for Borrower,$business operations,unless specifically consented to the contrary by Lender in writing, Taxes,.Charges and Lions. Pay and discharge when due all of its indebtedness and obligations,including without limitation aft assessments, taxes,governmental charges,levies and liens,of every kind and nature,imposed upon Borrower or its properties,income,or profits,prior to the date on which penalties would attach,and off useful claims that,If unpaid,might become a lien or charge upon any of Borrower's properties,incomrr,or'profits, Provided however,Borrower will not be required to pay and discharge Any such assessmont,tax,charge, levy,lion or claim so long as it) the legality of the same shall bo contested in good faith by appropriate prdceodings,and (2) Borrower shall have established on Borrower's books adequate reserves with rospaet to such contested Assessment,tax,chorgd,levy,Lien,or claim in accordance with GAAP. Performance, Perform and comply,in a timoly manner,with All terms,conditions,and provisions set forth in this Agreement,in the Related Documents, and In all other instruments and agreements between Borrower and Lender. Borrower shall notify Lander immediately in writing of any default in connection with any agreement. Operations, Maintain oxecutiva and managoment personnel with substantially the saran qualifications and experience as the prosent executive and managementpersonnel;provide written notice to Lender of any change in executive and management parsonnal;conduct its. business affairs in a reasonable and prudent manner, Environmental Studies. Promptly conduct and complete,at Borrower's exoenso,all such investigations,studies,samplings and testings as may be requested by Lender or any govarnmentaf authority relative to any substance,at any waste at by-product of any substance defined as toxic or a hazardous substance under applicable federal stale, or focal law, rule, regulation,order or directive, at or affecting any property or any facility awned,leased or used by Borto-tr,. Compliance with Governmental Requirements. Comply with all taws, ordinances, and regulations, now at hereafter in effect, of all governmental authorities aptplicabte to the conduct of Borrower's properties,businesses and operations,and to the use or occupancy of the CallateraL including without limitation,the Americans With Disabilities Act. Borrower may contest in good faith any such law,ordinance, at regulation and withheld complianco during any proceeding, including appropriate appeals, so tong as Borrower has notified Lender in writing prior to doing an and so long as, in Lender's sole opinion, Londer's interest&In the Collateral are not jeopardittd. Lender may require Borrower to post adequate security or A surety bond,reasonably satisfactory to Lender,to protect Lendiar's interest. Inspection. Permit employees or agents of Lender at airy teasonabla ditto to Inspect any and ati Coltatrfal for the Loan or Loans and Roftoww's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's brooks, accounts. and records. It Borrower now or at any time hereafter maintains any records iincludlng without limitation computer nenetated records and computer software: frrograms for the gem;faiion of such records} in rhe possession of a third party. Borrower, upon request of Lender,shali.0b y such party to pormit Londe, free 'access to such records at all reasonable dries and to provide fender with Copies of any records it may request,all at%%rower's expense. Environmental Compliance and Reports. Borrower shall comply in all resof cls with any and all Fnvirunmental Laws;not cause or permit to exist, as a result of an Intentional or unintentional action or omission on Borrower's part or on the part of any third party,an property owned and/or occupied by Borrower.any environmental activity where darnage may result to the environment.,unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropridta fedotal, stmc or local governmental authorities;shall furnish to Lender promptly And In any event'within thirty t50)days atter teceipt thereof a copy of any notice.Summons, lion, citation, directive, letter or other communication from any governmental agency or Instrumentality, concerning any Intentional or unintentional action oromission on Borrowers part in connection with any environmental activity whether or not there is damage to the environment and/or other natural re30Vr00S. Additional Assurances, -Make, execute and deliver to Lender such promissory notes,mortgages, deeds of trust, security agreements, assignments, financing statements,instruments, docurnonts and other agreements as Lender or its attorneys may reasonably request to evidence And secure the Loans and to perfect 411 Socurity interval%. ` BUSINESS LOAN AGREEMENT (Continued) Paige 3 RECOVERY OF ADDITIONAL COSTS, It rho imposition of or any change in any law, rate,tegulaUon of guideline, or the intetprotation or application of any thereof by any court or administrative or governMfa,gAt authority(Including any request or policy,)ot having the force of lew l shelf impose, modify or make applicable any taxes (except toderal, state or local ancorr,o of frbn0isu limms imposed on Lender), reserve requirements,capital adoquacy fequitemenis or other oblfgtniorer Which would (A) in rcase Lite ia,.t 10 t.andof for exionding or maintaining the credit f r"An'ie's to which this Agreomvnt relates, 1(;f reduce the amottrtts payabte to IArefer under thitt AgreaanLnt Or tine liefalaf Doan nvMs. ,Of- (C} redurn dile,rain ter return un f en'ter's aapila(its a consequence of Lon d is obligations with respect to rho'radii feacilives to which this Agreernenf relates,ulnen i3orrowet a<,3reea'Ui pay Lander such additional amounts'As'wio eacrrpensere Lender Thorefor,within live J51 tie",after Lender's written dontand Ibr such payment, wiiict, demand shall be Accompanied by an oxpianation of Much imposition or charge and a calculation in reasonable dotail of the additional amounts payable by Borrower,which explanation and calculations shall be conclusive in the absonre of manifest orrer. LENDER'S EXPENDITURES. 11 any action of proceeding is commenced that would materia!fy affect Lender's interest in the Collateral or it t3ofrewer fails to contpfy with any provision of thus Agr aemant.or any Retotod Documents including but not limited to afarrower`s failure to discharge or pay when due any arnoums Borrower is requireri in disch'orga.or pay under this Agreement or any Rw,.t;!!ted Documents,Londer on t?r£rrowar'a behalf may abut shall not be obl'gyjowd tot take amt aelicf,that fonder dooms appropriato,including but not firrlited to dischorging er paying aft taxes hens,security mloref t emr]tsmttfanee,;And other claims,of tiny nixie levied or pfari:ed ort any collaor'al and Paying all costs for insurutg,,mfaioi'ain n!f and preserving any Cullale"P, All such extiOnd'hoOti mauned 0,paid by Lender for such purposys will than bear int+araSl at the root chargees lander the Note from the date location or paid by Lender to tho date of iopaymnnt by Farrowea. All such oxpensea wilt bovonu¢ a part,of the hidabt'odaasx and, at I,r nder'x n{,ttion, will (A) be payable on dr n and; (13) tie added to lite bafana'a of the Note and tie apportlonud among and be payable with any Instalimotn payrmomo to become due t'unng either (1) tha corm U!any applicable insurance pttacy: at 12'1 the remaining Corm of the Note:or IQ be treated as a bailrton Payment w'h'en will no due and ooy'aWLI at the Note's mato ity. NEGATIVE COVENANTS. Borrower covenants rend ogpves with Lander trial viteli this Agreement is in offerl, Sofro ver ahalf not, withoul rine Win'writnsn coirseni of Lenoer: Continuity of Operations fit t<aitlege in anybuy nest ticliVtlWs suU81,011tially d ,'w Iot ftin thofn;in wr r;h Borrc w or or 12) coria operation is taysactiy%rnrtragnrl, l:quidatn,ntrugo,transfar,acquire or consolidate war.,h any other antily, ,;hange i�wnershit,,dissolve at 1 M.Orrf sell Colfalwal out of the,ordinary c'owze,of btas:msss. Agtaoemnts. Safi iwotr will Writ enter into any n}tr iomem contimml) any nravisions whirh vsnufci kis vis"f'AlOd of breached by thr• performance at gnnowt;r`s oG}(yanons under ails Agrerfiwwerrt or in r<mnoCtian herewith. CESSATION OF ADVANCES, if Lender has ntadt,any commitment in make any Loan to Borrow".wtictner unacr this Agroem6nt ar under any olher agreement,Lender shall have no obligations to make.form Acivances Lir In dinburs.c War,proceeds if; (A) BorirA,,,er or any Guaraot(.tr is In default under the terms of this Age mom or any of the heisted Documents or tiny t)ol*r agrc 2meertt that WtL'n6'f0f or any Guarantor hos vvilh. Lanier, IN Bttrr'ower or ally Guarantor die's,bot urns;l incumpatpnt or bt ,nrmiF 31 Fyniv•r,l, fill's:t Volition in barikruptt,y of,similar procendmgs, or is adjudgetf a bankrupt; (C) than ora:esa a materia(adverse change.In Sormwer'-s fin"tneial condition, in lite, financial eon;lition of any ("sualwttur,or in the value of tiny Collateral x0cuf1o9 any Loan,Of W) tiny guarantor maks,claims or otharwise attempts to Ifmif,modify or revoke.such Guarantor's guaranty of the Loan or any other loan with Lender;or (E) Lender in good faith dooms Itself fnsecura,even thougfi no Event of Default shall have occurred, RIGHT OF SETOFF. To the enfant permitted by applicabio law,Londer mser,£tas a right of satoft in all f3Otrnwer'a accounts with Lender(whether checking,savings,or some other account). 'phis includes all accounts Borrower holds jointly with atrtnaurte also and all accounts Borrower may open in fla)future. However,this does nes€include any iRA or Keogh accounts.of arty trust accounts tot which satuff would be prrohlbit'ed by faw_ Borroweratrthati�res tender,it,tho extant porrei'tiod by applicable law,to charge or setoff all surnti Owing on the htdobtodness against any. - and elf such accounts.,and, it Len'der's option.le ddrnelistfati'vety hveda till Loch iwcourliS to allow'Lorwder 10 prtatect Londet`s obotge and setoff r€ghta provided in this paragraph, Otr°AU'LT. Elicit Of file following shelf constitute am Event of Dalueli under this Agrpainanf; Payment Ootaurt'. Borrower taiis if)make tiny payment when due under lite.Loan. Othet Defaults. Borrower tails to comply with or to pctform any other tells,obligation,covanarn Of cend)rian contained in this Agne,mnnt. or in any of the Related Documents or to Comply,tin or to perlono any torah,oblfgatfoo, covenant or condition contained in any other agreement between Lander and Borrower. Default in Favor of Third Parties, Sarrowor or any Granter defaults undr?r Ally loan, extonsivn of credit,fOz;urity alwooment,purchase of sales Agreement., or any nine, agreement. in lava,of any arta,Gnidilet or flexion that stay maneneily atfoot any at FiertUSS•'et'&or any Grantor's property or BOnOwer's or any Grantor's ability to repay the Loans or perforin iheii respective,,obligations under this AptooniOnt or any of the Rebated Documents, False Slatereents, Any warreroy,ropresantation or statement made or!urre5ftad to Lender by fdarfuwer or on Burrowers behalf under this Agreement or the fiela"ori Documents ns falsu Of ntisloading in any material resirert,either flow Of At the titan made or furnisher]or becomes :alae or frioloading at any ti.mC ti'resit r. Death or insolvency., 'rho death of Borrower or the dissolutions or ternimatiori of Bufrowttr t x:isfr,nct,as a going hutira'sh, hie in's nr„y of Borrower.the appointment est as ter;€Fiver for any part of dorrower's propertK arry asssgnn,ant for the oona2frt of t:rotlisdrs, any'type or creditor v+tttkC;uL at Chv I;Qm'rnenS;L°rient Of Any prtd'JCCtflltg under Arty bankruplcy O:insolvency i'aws'4y Or againal¢3arrowaa, 06118etivo Collateralization. This Arpoe)tont Or any of the Rotated(s G€_u tlUnts cens(ts to he in l ail in rC atilt etfecl luwlurling I'Mire of any eblialaral docuolprit to create if vali't Aird otiffi.ctr,"f"ecOtity interest of„C=S,j at Jny,?1'I'Iti a,,d.Or at y iuin Q 1 Creditor or Forfeiture Procoodinfis, COromfolcemant of foreclosure or fork tt fr uror,,*cd3 ngs.. v.Ys>U er lay ju i G-11 ftroceL feat <c l,h0p, repossession,Of any ether ma t'00,toy any WVdito'r of ffonower at by Any guY.,rni,t€lural at,ency against ,Any trill ittai so,unnt: the L'aiel. This includes a garnishment of any of Sorrnwer s af.counrs.inviuring dnnitah accounaa,""'In t.nnrir,r fro eVer tot t:vetlt of Of fauh shun( not apply it there is a gaud faith rigputo by Borrower As to the validity of faesonabieness of the efaars wfui;h it,filar iaomc of the';alantin or forfeiture proceeding and of Borrower gives Lender wnnion r tt(t;a of lite crodoor or fdrfeilten proceeding"Ind deposits with Lander momo.i At A surety bond for the:'+mailer or forfeiture proceeding, in on amatant datarminaC by Lender. in its sale disrraron,a8 being an adequate rosetvu or bund for the dlsput'a. Events Affocting Guarantor, .Any of ton preced'.mg events occult, with, rtgpa.Ot to say Guerantte pi' .any of lite fndvblechiyss of any Guarantor'tier;or becomes Incompotdrn,or rovakcs or disputor,the validity of,or liability under,any Livaraftiy at rhe indobneness. Adverse Change. A inateriaf adverse chanfie occurs In t'a'enowecs financial condition, of 1.end@r behave, the ptuspeci of poinvent or peffoxmanco of rha Loan is impaired. tnatrcurily. Lernfar iii ff9tsd fa)th believes;ilsolf irts(g ere, Right to Cleo. If any default othor then a defaultslit ptdabladness,to euratffe and If Borrower at grranot,as the case may no,Ilea not been given a notice of a similar default-within the precoding.twoivit(12)ntonihs,it may 4Jv cured if(3ortip'ler Of Gia iso”0,Uta cacti miry,be, . after rotofvin9 written notice train'Lendar demanding curd of such clsfault: (1) curd the default within fifteen(IS)days;of Y2) it it,a cure requires Moro than fifteen(ia)days,Immediately in)tiato 810.15 which Lender do,,mil in fRildef's sole discretion to be suffiC(ant tv curt:rho delault and thereafter cuntinue and complete all reasonable slid raccassary stops sufficfont to produce compliance at:goon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any-Event of'Default shall occur,except where otherwise provided In this Agreement or the RwinAd Documents,all commit'inan'is and Obligations of Lender under this Agreement or file Related Documents of any other agreement immediately will torntinate tincruding any obligations to make further Loan Advances of disbursomerttst,and,at Lender's option,All indebtednoss immediately will become due and payable,all without notice at any kind to Gct£'rower.except that in the case fit its Event of 001'1111h of fire type described in the "Insolvency'subsection above,such a'caolaration.shall be automatic,and not Optional. in addition,!.ender shall have All tho rignts and ttsmodios provOlid in fir.Relatud DitfArment-a of available At faw,in equity,or otherwise. Except as may be,prohibited by apphcabfe law,.alf of Lender's rights and remedies shall bri rurnulative and may be.exArt;iif'.ri singularly or rsoncurrenfty. Elition by L-onder to purene any remedy shall nor exctude pursuit of any Other re imdy,and Ar,alerbon're,make aapgndituras or to take action la perform an obiigali'on of Borrower-or of any Graol(IT shall riot affect Lendcr's right 10 toeless o default and to Oxarcisv its rights and roinedies., MISCELLANEOUS PROVISIONS. Tire following mastallantroux par;avlsir,ns Wo,A part of thrfl Agreornonc Amondniants. This Agrrienionl, tegothar writs,fitly Related Orlitunnontl;Cnnsol'ACS the o,nure funderManding"to"el,,mr.•R,i�nt the pfartie's as ie.)fie maltPrs sot statin,rl tilts A(tre0'rlent N',rdlaralirn,of p£aariernam4nt to this Agrr/erntrnl shall lx•€ifieYtrve urdass 4'at if.wri,lmg and signed by tris party,err psflms w wgf'f In br h,rgli d er hotand by She anerati',,n 0,aantI1,N, ,iii. Attorneys' Foes; Exponses. Borrowor allrettr to pay u.ton demand all of Londar's cetirs ansa oxnfnhsn�, 'i'dwimd [ondor'c reasonable Onofney's' fees find Le,tder's legal expenses,i'cu'red if) ay cnnect)tm s*ath than enfor;;emttr;t ,,f this Agr ornnnt,. Lcr,.Jn,may hI,e Or pay BUSINESS LOAN AGREEMENT (Continued) Page 4 someone also to bele enlprca this Agreement,and Borrower shall pay the costs and expanses of such enforcement. Costs and expenses include Lnndor's rano nnabliT attorneys'fees and legol expenses whether or not there is a lawsuit,including reasonable attorneys'fees anti legal expenses for bankruptcy proceedings lincluding efforts to rnodily lir vacate any atrtamatrC stay or injunctiirni. hppehls, and any anticipated postjudgment collection services. Borrower also shall pay ail court costo and aurh,additional teas as may ha difectnf by the court. Caption Headings, Caption headings in this Agreement are for roovenience purposes only and are not to be used to Interpret or define the pravixions of ihis Agreement. Consent to Loan Participation. Borrower agrees and Consents to Lender'ssafe or ventral. whether now or later, of one or more participation interests in the Loan to one or more purchasers,who+finer related or unratared to Lendat. Lender may provide, without any fimdation whatsaover, to any one or more purchasers, of potential purchasers,any intwotation or knowledge Lander may have about Borrower or about any other matter relating to the loan,and Borrower hareby waives any rights to privacy Borrower may have with re.liect to such matters. Borrower additionally waives any and all notices of sato of participation interests,as well as all notices of any repurchase of sur,h participation interests. Borrower also agrees that the purchasers of any such participation interests wilt W considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement at agreements governing the sale of such participation interests. Borrower further waives all rights of offset or eouniorofoirn that it may have now or later against Lender or against any purchaser of surh a participation interest and unconditionally agrees that either Lender or such purchasar may anforea Borrower's obligation under the Loan irrespective of the(8111116 or insolvency of any holler of tiny interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Low. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender In the Commonwealth of Pennsylvania. Choice of Venuo, if there is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin County, Commonwealth of Pennsylvania. Joint and Several Liability. All obligations of Borrower under this Agreement shall be joint and several,and ail references to Borrower shall mean each end every Borrower. This means that each Borrower signing below is responsible for all obligations in this Agreement. No Waiver by Lender, Lender shall not be doomed to have waived any rights under this Agraetmeot unless such waiver is given in writing and signed by Leudet. No delay or emission con the,part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand sitict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,nor any course of dealing botween Lender and Borrower,or t%tween Lender and any Granter,shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever(fit consent.of Lendor is ioquarld under,this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such Consent may be granted or withheld'in the Sole discretion of Lender. Notices. Unfess otherwise provided by applicable law,ony notice required to be given under this Agreement shall be given in uniting,and shalt be offectivo when actually dra;vered,when actuaily recvivad by telefacsimile{unloss otherwise required by law},when deposited with a nationally recognized overnight courier,or,if mailed,when deposited in the United States mail,as first class,certified or registered mail postage prepaid,directstd to rho,addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes. Borrower agrees to keep Lender informed at all times of Borrower's current address, Unless otherwise providod by applicable law,if there is more then one Borrower,any notice given by Lender to any iierroyset is deemed to be notice given to 4111 Boiiowofs. Sevorability. if a court of competent jurisdiction finds any provision of this Agreement la bo illegal, invalid, fat unenforceable as to any person or circumstance, that finding shall not make the offending prrwinion illegal, Invalid, or ununforceab€e as to tiny other person of circumstance. If feasible, the offending provision shall be considered modified so ;hat it becomes iogat, valid one enforceable. it the offending provision cannot be so modified, it shall be considered doltated Iran) this Agroomom, Unless othurwiso required by low, the fliegatity,invalidity,or unonforconbeity of any provision of this Agreement shalt not affect the legality,vabdrty or enforceah4litV of any n(hm provision of this Agreement, 5ueeassors and Assigns. All cnvena its and agrecmonts by or on behalf of Swrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit at Lendof and its successors and assigns. Borrower shall not; however, have the tight to assign Borrower's rights under this Agreement or any interest tharo(n, without the prior written consent of Lender, Survival of Representations and Warranties. narrower understands and agrees thatin extending Loan Advenres, I.ender is relying on till representations, warranties,and covenants made by Borrower in this Agreement or in any Certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents, Borrower further agrees that regardless of any Investigation made by Lender, fill such raprasentations,warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents.shall be continuing in nature,shall be doomed mado and iodated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrowar's Indebtednessshall be paid in fun,or until this Agreement shall bit terminated in the manner provided above,whichover is the last to occur. Time is of the Essence. Time is of the essence in the porinrmonce of this Agreement. Waive Jury, All parties to this Agreement hereby waive the right to any Jury trial in any action,proceeding,or counterclaim brought by any party against Any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement, Unless specifically stated to the contrary,till references to dollar amounts shall moan amounts in lawful money of the United Stats of America. Words and terms used m the;singular shall include the plural,and the plural shall include tine singular,as the context'may require. Wards and terms.not otherwise defined in this Agreement shelf have the meanings attributed to such tomes in the Uniform Commercial Code. Accounting words and terms net othurwiso defined in this Ag+vamant shall have the meanings assigned to Stem in accordance with generally accepted accounting principles as in effect on the data of this Agreement: Advanto. 'the word"Advance"means a disbursement of Loan funds(Wade,of to be made,to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the lanes and conditions of chis Agreement. Agreement. The,ward"Agreement'metals this Business Loon Agreement,as this Business Loan Agreement may be amended or modified from time it)time,together with all exhibits and schedules attached to this Business Loan Agreement(ram time to time, Borrower, The word"Borrower' meant Michael L Proffitt and 5amuei F.Cressler and inciudas all co-signers arid co-makers signing the Note Bred all their successors and assigns. Collateral. The word"Collateral"moans all property and assets granted as collateral security for a Loan,whether roof or personal property, whether granted directly or indirectly. whether granted stow or if)the future. and whether granted in the form of a security interest. mortgage,coflateral mortgage,deed of trust,assignment,pledge,crop pledge,chattel mortgage,collateral chattel mortgage,chattel trust, factor's hien,equipment trust,conditional sale,trust receipt.Iran,charge,lien or title retention cin oac(,lease or consignment intended as a security device,or any other security or lien interest whatsoever,whether nested by law,contract,or otherwise. Environmental Laws. The wr rdr, 'Environmental Laws` moan any and all state, federal ane local statutes, ragulatlons and ordinances relating to the promcfon of human health or the environment, including without (incitation the Comptehonswo Environrnantal Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C, Section 9601, et sett. t"CERCLA"a. the. Superfund Amendments and Reauthorization Act of 1986,Pub.L.No.8940 i"SAMA"f,the Hwrardoox rrtale,iais'rrartsr ration Act,49 U.63 C.Soction 1801,of seq., the Ri+source Conservation end Rocovery Act, 42 U.S.C. Sortion 6901, of sou., or ether applicable state or federal laws, rutos, or regulations Adopted puruuant maroto. Event of Aofault the words"Event of'Default"mean.any of The events of default set forth in this Agreement in the defaultsectionof this Agroomont. GAAP. The word"GAAP"means generally accepted accounting prineiplas. Grantor. The word 'Grantor" means each and all of the parsons or entities granting a Security Interest in any Collateral for the Latin, including without limitation all Borrowers granting such a Securhy Interest. Guarantor. The word"Guarantor"means tiny guarantor,surety,or accommodation party of any or all of the Loon. r {� SUSINESS LOAN AGREEMEN I, (Continued) Page 5 Guaranty. The word'Guaranty"means the guaranty from Guarantor to Londor,including without limitation a guaranty of all or part of Oho Note. Hazardous Substances. The words"Hazardous Substances' mean materials that. because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or polo a prosent or potantiat hazard to human health or the environment when impmporly used, treated, stored, disposed of, generated. manufactured, transported or otherwiso handled, The words 'Hazardous Substances' are used in their very broadestsense and include without limitation any and all hazardous or toxic substances,materials or waste as defined by or listed under the Environmental Laws. The term'Hszardous Substances"nlso includes,without limitai+on,petroleum and petroinum by-products or any fraction thereof and asbestos. Indebtedness. The word'Indebtedness"means the indebtedness evidenced by the Note or Related Documents,Including all principal and interest together with all other indebtedness and costs and expenses for which Borrower Is responsible under this Agreement or under any of the Related Documents. Lender. The word"Lender"means Farmers and Merchants Trust Co.of Chambersburg,Its successors and assigns. Loan. The word "Loan' means any and all loans and financial accommodations from Londer to Borrower whether now or hereafter existing,and however evidenced,including without(imitation those loans and financial aeCommodations described Iml or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word"Note'means the Note executed by Michael L.Proffitt and Samuel F,C.ressler In the principal amount of$1,710.,000.00 dated May 8:2009,together with all renawals of,extensions of,mordificill of,refinancings of,consolidations of,and substitutions for the note or credit agreement. Related Documents. The words 'Related Documents" mean all promissory notes, credit agreements, loan agreements, onvironmentof agreements.guaranties,security agreements.mortgages,deeds of trust, security deeds,collateral mortgages,and all other instruments, agreements and documents,whether now or hereafter existing,executed In connection with the Loan. Security Agreement. The words "Security Agreement' mean and Include without limitation any agreements, promises, covenants, arrangements,understandings or other agreements,whether created by law,contract,or otherwise,evidancing,governing,representing,or creating a Security Interest. Security Interest. The words"Security Interest" mean, without findiation, any and all typos of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mongago, deed of trust,security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust,lactor's lien, equipment trust, conditional sale, trust recelpt, lien or title retention contract, lease or consignment intended as a security device,or any other security or lien Interest whatsoever whether created by low, contract,or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MAY 8,2009. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. J BORR WER: X !Seal) X f, .(Seat) Mictlool L.Pre 4ftt Sbmual F.Cresslar LENDER: FARMERS AND MERCHANTS TRUST CO.OF CHAMSERSBURG !, l By: Most) Brian E.Woikert,Vice Prosldont Msr+eat..�.ar.,s..twcaew.e.e.+•....,e.+�,.•...,»r.�..,a,,:..R...... ..,.v..�.n.;.iK..,xr..ti .,_......._..� _..._� EXHIBIT C PROMISSORY NOTE Principal Loan DateMaturity( Loan Alia Clad-r ce Account Offiear Initials 51 71:0,000 pp 05 48.2041911 15 200iU _ _m _1A1 ta57z BEW References in the boxes etrove,aro for Lendru S use only and do flat limit the applicability of Ink document to any particular loan or Itom., Any item above containing •'•'has been emitted due to text length limitations. sorfowgr: Michaol L.Prom" Lander: Fannors and Matchants trust Co,it Chambomburp Samuel F.Crestar Cornntareial Servrcetr Department 179 Mountainside Rood 20 South Main Strait Harpers Ferry,WV 25425"5542 P,O.Box 6010 Chambersburg,PA 17201.6010 4717)264.6116 Principal Amount: $1,710 0000 Date of Note: May 8, 2009 tatuiry mate: r3ovember I fl),20 t0 PROMISE TO PAY, Michael L.Proffitt and Samuel F.Cressior I-Burrower")jointly and severally promise to pay to Farmers and Morchants Trust Co.of Chambersburg f"Landar"),or order,in lawful money of the United States of America,the principal amount of One Million Seven hundred Tan Thousand&00!100 Dollars 01,710.000,00)or so much as may be outsiailding,t09trther with in'tarest an the Unpaid auistandhng prior€pal balance of each advance. Interest shell be Catculated tram the date,of each advance,until rapaynturn of each advance. PAYMENT, Borrower will pay this loan in inn payianant of all outstanding principal plas all accrued unpaid internal on Noventior 15.:9010, In addition,Borrower will pay ra.qular monthly paynnants of all eocrubd unpaid Interest duo as of each paymont(into,buginnrng Juna 15, 2009, with all subsequent interest payments to be drat on the saina day of aitch month after that, Unless otherwise agreed or required by applicable taw,payments will be applied first to any unpaid collection chits:than to any late rharclos: then to any acrrood unpaid interest: and than to principal. Burrower will pay Londa(at Leader's address shown above or at such other place as Lender may designate in writing, VARIABLY-.INTEREST RATE, I ho interest rate on this Note is sutsjoct to charti:)tt from time to time basad on chatkges rn an indepondanb index which is ilii;U,S,Priem Batu as quoted fn the Money flakes section or ilia Wail Slteat Journal. When a range of rales are pubtishid,nto ihii7het of the rates will be used, (that'Index"). The.Index is not nocossartly the lowest rate charmed by Lonapr on its foons, if the index becomes unavailable during the loon:atShin loan,t.endef may drisirjnate 0 suhsM1itulm indexafter noufyin.Bonawyr_ Leader will to€t Borrower the currant Index rate upon Borrower's retruest, Tile interest rant change will not occur mare after)than each little thofu is a Change in the Indox. Burrower uluferstands Thal Londer may make•loans teased oil other rates As well. The Index currently is 3.250%()at annum. 'rhe intoresl felts to be applied to that unpaid fvincipal bafana fit.his Nota wiil be calcultiied'As da'scribled in Out"'INTEREST CALCULATION METHOD'paragraph using n rate of 1.000 pementaga point over the Index,adjusted if necessary for any minimum and maximum rale limitations 6"cnbod below,resulting in an initial rate or 5.000%per annum basad on a year of 360 days, NUTICE: Under no circumstances will the interest rate oil this Note ba loss than.5.000:"6 per:annum or more than the maximum rate allowed by applicable law, INTEREST CALCULATION METHOD. Interest on this Nota is computed on a 365/360 basis;that is,by applying)ilia ratio of the intertest rail) over a year of 360 Flays, multiplied by the outstanding principal balance, multiplied by the actual number of-days the principal balance Is outstanding. All interest'payable lender thin Note is computed using this method. PREPAYMENT. Ciarrovaar agrees that all loan for•.s and other prepaid Ifnari charges are earned fully As of the date of the loan And will not be subject to refund upon early paymont (whetivr voluntory or as a result of default), except us otherwise n>quired by taw-, Except rot tha foregoing,Borrower may pay without penalty all or a portion of the amount owed Cartier Irian it is dui;. Early payments will not,unless arrived la fly Lender in writing, rmtiove uonowof of Bonoww's oblilIation to continue to make payments of averued unpaid interest. Rather, early paymonl.a will faduae that principal balane duo, Burrower agrees-not to Send Lendut paytnsiuk;marked"paitf in full","without recourse.",or sCmliar language. it Borrower sendrt such o payrnem.Linder may accept it w'ittiout losing any of Wilder'e rights under this Note,acid Borrower will remain Obligated to pay any bother amount owed to Lender. All wtition communications conceminul disputed amounts,including any check at other payment instrument that Ind€eaves that the payment Constitutes"payrnorat in fun"or the amount owed or tiler.s tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mti iod or delivered to: Farmers and Merchants'trust.Company of Chembilrsburg,P,O.Bax 6010 Chambtfrsbrarg,PA 17201-60'10. LATE CHARGE: it a payment is 16 days or more lata, Borrower will bo charmed 6,00096 of the unpaid portion of the ragulady scheduled payment. INTEREST AFTER DEFAULT. Upon defauh, including failure to pay'upon final maturity, the inter"I rate on this Note shall be inctiltised by adding a 2.000 parcentage paint margin ('Default'Rate PlargiW). The Default.Rate Margin$hall also apply to oath$ticcecdln)intetaat.rate &Mange that woutd have applied had theft:been no de'fau'lt, it judgment is entered in connection with this Note,;nlornst will continue to ac:.ruit after the date of judgment fit the Iota in ortect at tittt limit;iudgrnent ds entered. however,in no event will the inierasi rate exceed the maximum fnteretil rate limitelfons undor appliiepble law, DEFAULT. Each of the fallowing shall consitlute our event of delmfli 0 Event of Default"l under this No'tc: Payment Default. Borrower tai€s to tnaka any paymarnt whin due unor this.Nota. Other Oofr its, 1!Sarrelwat fails to comply with or to porlotm any other lents,otHigai,w%,crivanar,t or,;ondaioo t'.nntd;nofl in tNs Noiv or al) any of this related documents Or to comply with or w perforin any hon).obligation,raw anant ur tlons'filinn n any whof;e<,rfoll Wont botweer,Lendw awl Borrower. Dofoult in Favor of'third'Ponfas, Bonowor or any f0rantor dahj,hs ursdar any Ivan,vxtan$irrn of ctpiii,sotufay agrec-meril', purchase Ot sales ag ecmwil,of any other r^sarremoa+t,ir:Savor nl any oilier ."edikor Or per3en shat may Materially atfgef any of 6onts•,wat's iatopknly rir Rorrowor's ability to repay this Nater or porform Harrow e'f,obligalions tindo Ihl,Nott or any of the reiorld doc%mnm%. False Statonttints. Any warranty,reprta:rar)lat rt or.el"stenriant nWldo o, lutrtlshv`d to Londof by Borrower or on Borrowc=r's behalf under this Note ar the retaiod docurnonts is fatso of misloiading in any material rospesi,eilhor now cr at the that;enacts or furrvshnd ar bcrome•false or mislending at any time theraallar. Death or Insolvency, Thu death of Borrower or the dissolution Of iorrnfnalion at BDrt'awer'a existence as agoing tau stiles,the insolvency at Barrower,the appointment of a receiver for any pan of Borrower's property,any assignment lot the benefit of Creditors,any type of creditor workout.or the eomewnromeni of any procaading undar any bankruptcy Of insolvency laws try or against'Borrower. Creditor or Forfeiture Proceadings, Commencement of lookelosure oi,forfaiture prnecndinc(s, whet=cher try jc:dicial proceeding, self•herp, repossession ar any other method,by any creditor of Borrower at by any governmental agency against any Collateral secuririaj the foan, This Includes it garnishment of any of Borrower's accounts,including deposit account's,with Lender, However,this event of Default shalt not apply it there is a good faith dispute by Borrower as to the validity at reasonableness of the cfaim whicli is the basis of they Creditor lir forfeiture proreleding and it t3onowor glfjet Lander Written notice:of the creddto'f or(of fa'€titre proceeding and dttpas)ts with Londa(Inertias of a vorety,hand For ilio creditor or lorteiture proceeding.in an remount determined by Lender,in its sole.discration, as,bafnq an adequate rasarvu Or bOnd.ier the disptrta< Events AffoCting Qvar9rntMr, Any e,1 tiro,pteooding eyarttb oacwe with tespek t to arsy favarantor of any.of the tndobtedncoa of any Gu'arantot dies or becomes Incompetent, ar revokes it dlsputas the Validity ail, at liability under, any guaranty Of the indefrtwrl".s evidenced by this Note, Adverse Change. A mAte.hul adverse chitng .occurs irk(Iortower's limincia€ condition, or Loader believes the ptmpoct of poymartt or padonnanci, 7f this Ntno is impaired• lnaocuril'y, Lonfet in good faith tlrrlievos axeif insecum, Cure Provisions. It any default,other than a defaull in payment is curable and if Borrowat has not been given a notice it a branch of the same provision of this Nola within ilia preceding twelve 112) mmuhs, It may ho cured if Rorrowar, after recol'vincy ,(written notice learn Lender demanding)euro of stash dolnuiv 11) curbs the dnofauill within filtaen 05)days:at (°) it the cure reauu"iron:Uiarn fitharn 054 days, Immediately initiates steps which Londa( dooms in Lendor't, rota diactotio!n to t.ae; sufllcient to fora the tfefacrtl and thereafter cont)nuns(Intl completes"Al r('rasonable And neer«s!eary Steps swfioient'to prvducc,complianon as:+oun as rGaaantillIv prrcusal, LENDER'S RIGHTS. Upon default, Lender oloy„after giving such noliCav alt rCquircd by applicnbie law, dedare in(,,entire wipalit principal balanre under this.Note and all ornrund unpaid interest immadlwely due.and thiln nwtowar will tray that amount. ATTORNEYS,FEES:EXPENSES. Lvndar may biro or pay aarnoone also to holm vo€€act trite Note if Horwww does not(soy. Banana will pay Lander that amount, Tnia include"s,subloot to arty limit's under afrpiVoeblu law,l.erufn.r a rurasa=tab{e anurnvy,r'fracas and fendt.r's Irquf expu,isra. whAtl€or or not there IA a lowscat, Including roasonahlo anarriays' teas, expenses for bankrupatr..y proceedings tbnahrdmg orfoev,, ie, n edify or vacato any auramauc stay Of€njunCti4nt,tinct appeals. If flat prorrA ted by app1wnb4l,41w.Rarro?'Pr ai so xwdl pity any court Gobi".,in atfriluo 1 to PROMISSORY NOTE (Continued) Page 2 MI other sums provided by low. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to.the extent not preempted by federal law,the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note hes been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. if there Is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay n foo to Lender of 62$.00 If Borrower makes a payment on Borrower's loan and the chock or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To file extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender twhathor checking,savings,or some other account). This includes off accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not include any IRA at Keogh accounts,or any trust accounts for which aotoff would be prohibited by law. Borrower authadres Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts,and,at Lender's option,to administratively bee-;e all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. PROPERTY INSURANCE. Borrower understands that Borrower Is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement Is set forth in the Assignment of Life Insurance,Mortgage and Deed of Trust and in the Agreement to Provide Insurance,all the terms and conditions of which are huroby incorporated and made a port of this Note. LINE OF CREDIT. This Note evidences a straight tine of credit. Once the total amount of principal has been advanced;Borrower is not entitled to further loan advances. Advances under this Nota may be requested orally by Borrower at as provided in this paragraph, All oral requnsis shall be confirmed in writing on the day of the request. Ail communications,Instructions,or directions by telephone or otherwise to Lender are to be directed to Lander'e office shown above. The following person at persons ate authatimd,except as provided In this paragraph,to request advances and authorize payments under the line of credit until Lender receives from Borrower,at Lender's address shown above,written notice of revocation of such authority: Michael L.Proffitt,Individually;and Samuel F.Crossler,Individually. Upon reeoipt of Invoices. Borrower agrees to be liable for all sums either: (AI advanced in accadanco with the instructions of nn Authorized prtrsan or IR) credited to nny of Borrower's aecounis with Lender, The unpaid principal balance owing on this Note at any time may be avidoneud by andorsements on this Note at by Lender's internal records,including daily computer ptint•auts. PERSONAL TAX RETURNS AND FINANCIAL STATEMENTS.Borrower shall provide Lender with annual financial Information,including but not tim;tod to A pa-rsonal KnAnt+al statemant and Federal income Tax Return with all supporting schedules thereto,within 120 days of cnlrndnr Vent and or with evidence of filing,30 days of any extension date. INTEREST RATE CEILING.Under no circumstances will the interest rote on this Note be greater than 7.0096,except for any higher default rate I hown above. SUCCESSOR INTERESTS. The forms of this Nota shall be binding upon Borrowor, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns, GENERAL PROVISIONS. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights at romedios under this Note without losing them, Each Borrower understands and agrees that,with or without notice to Borrowar,Lender may with respect to any other Borrower (a)make ono or more additional secured or unsecured loans or otherwise extend additlanal credit; (b)otter,compromise.renew,extend,accelerate,or otherwise change ono or more times the time for payment or other forms of any indebtedness,including increases and dacrooses of the rate of interest on tits indebtedness; (c)exchonge,enforce,waive,subordinate, fail or decide not to perfect.and release any security,with or without the substitution of new collateral; td) apply such security and direct the order of manner of sale thereof,including without limitation,any non-judicial sato permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (a)release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties. endorsers,at other guarantors on any terms or In any manner Lender may choose; and (l)determine how, when and what.application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law,waive presentment,demand for payment,and notice of dishonor. Upon any change in ilia terms of this Note,and unless otherwise expressly stated in writing.no party who signs this Note,whether as maker,guarantor, accommodatlon maker or endorser.,shall be reloesed from liability. All such parties agree that Lender may ronrvi or extend(repeatedly and for any length of lima)this loan or rnleasr,any pnrly at guarantor or collateral;or impair,fall to realize upon or perfect Lender's security interest in the collateral;and take any other action deemed nacossary by Lender without the consent of of notice to anyone. All such parties also agree that Lender may modify this loan iviihoui the consent of or rrodce to anyone olhot than tho party with whom the modification 16 made. 7110 obligations under this Note are joint and several. If any portion of this Nom is for any mason determined to be unenforceable,it will not affect the onforceability of any other provisions of this Nota. CONFESSION OF JUDGMENT, BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA,OR ELSEWHERE.TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST',FATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE,TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)Oft THE UNPAID PRINCIPAL BALANCE AND ACCRUED INI'ERF.SI FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (0500)ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR$0 DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. 1HE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT'AGAINST BORROWER SHALL NOT RE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME 70 TiME AN[)AT ALL'I IMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BOITROWt.R I•iFiREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S AT"IENIIDN OR RORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. WEST VIRGINIA INSURANCE NOTICE. Unless Borrower provides Lender with evidence of the insurance coverage required by eorfower's agroemant with Loader, Lander may purchase insurance at Borrower's expense to protect Lender's Interests in the collateral. This insurance may,but need not.protect Borrawer's interacts. The covamge that Lender purchases may not pay any claim that Borrower makes or any claim that is made against Borrower In Connection with the collateral. Borrower may later concol any insurance purchased by Lender.but only after providing Lender with evidence that Borrower has obtained insurance or,required by their agreement. If Lender purchases insurance for the collateral. Borrower will be responsible fat the costs of that insurance. Including interest and any other charges Lender may Impose In connection with the placement of the insurance,until the effective date of the cancaftation or expiration of the insurance. The costs of the insurance may be added to Borrower's total outstanding balance or obligation. The costs of the insurance may be more than the cost of Insurance Borrower may be able to obtain on Borrower's own. PRIOR TO SIGNING THIS NOTE. EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE.THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. rex BORR WER: X T (Seal) X bstall M14--,L.PrWIM 'Samuel F.Crasslor ` PROMISSORY NOTE (Continued) Page 3 LENDER: FARMERS AND MERCHANTS TRUST CO.OF CHAMBERSBURG B on`.Woikam V so Prosidont ..... ikfili4'Ni•U'4..t'wy,Yw 6rF.gtLW C!««.�w..a!...«x«%!vw».,ar fAal K%"9 Mkpl.!•9wrr.r� .I!4 ftM'Fs:O:-:f1'.tk.iA0.G.5w 1� AI.LONGE This AI-LONG'(,is attached to and shall become a part of that certain Promissory Note in favor of FARMERS AND ML"•RC1•IANTS'CRlJ8T Cl)MPANY 01-CHAM:131 RSBURG. PA in (he original principal amount of One Million Seven Hundred Ten Thousand and Noll 00 Dollars ($1,710,000:00),executed and delivered by Michael L. Proffitt and Samuel F. Cressler,on,May 8, 2009, as the same tray have been renewed, assigned; amended. supplemented, restated or modified. [say to the order of SUM;MI'1"[3'RIr)GT;NA1`(ONAI 'IN V.i S"fM1 N7'S 11.1 LLC'WITHOUT RECOURSE,WARRANTY,OR REPRESENTATION; ElTecti.ve as of June 27,2014. FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBI RSBURG,PA 13y: V.0— 4 Name: William E.Snell Its: President and 0-0 ALLONGE This ALLONIOL is attached to and shall become a part of that certain Promissory Note in favor of FARMERS AND MERCHANTSTRUST COMPANY OF Cl 1AMBERSBURG, PA in (lie original principal amount of One Million Seven Hundred Teti Thousand and Doll00 Dollars ($1,710,0(10.00),executed and delivered by Michael L. Proffitt and Samuel F.Cm, sler,on May 8, 2009, as the same may have been renewed, assigned, amended, supplemented, restated or modified. Pay to the orderof SI)MMI'1'13RIl)(';[-'NA'I*IONAI,INVESTMENTS III LLC WITHOUT RECOURSE,WARRANTY,OR REPRESENI-XVION. EfTwive as o0une 27,2014, FARNIVRS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG,PA fly:— 29,24�1-1 Name: William E.Snell Its; President and CE0 EXHIBIT D fll��l��1{�I��II�IIII Parcel Identification 001 QPM Number: 34-34.2415-165, 34-34-2415-163, 34.34.2415-162, 34-34-2415.161, 34-34-2415.160,and 34-34.2415-132 RECORDATION REQUESTED BY: Farmers and Merchants Trust Co.of Chambersburg Commercial Services Department 20 South Main Street P,0.Box 6010 Chambersburg,PA 17201-6010 WHEN RECORDED MAIL TO: Farmers and Merchants Trust Co.of Chambersburg Commercial Services Department 20 South Main Street P.0.Box 6010 Chambersburg,PA 17201-6010 SEND TAX NOTICES TO: Michael L.Proffitt Samuel F.Cressler 129 Mountainside Road Harpers Ferry WV 25425-5542 FOR RECORDER'S USE ONLY OPEN - END MORTGAGE AND SECURITY AGREEMENT /This instrument is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S. §§8143 and 8144,Act No. 126 of 9901 Amount Secured Hereby: $1,710,000.00 THIS MORTGAGE dated May 8, 2009, is made and executed between Michael L. Proffitt, whose address is 129 Mountainside Road, Harpers Ferry, WV 25425-5542 and Samuel F. Cressler, whose address is 9400 Molly Pitcher Highway, Shippensburg, PA 17257 (referred to below as "Grantor") and Farmers and Merchants Trust Co.of Chambersburg, whose address is 20 South Main Street, P. O. Box 6010, Chambersburg, PA 17201-6010 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration. Grantor grants, bargains, sells, conveys, assigns, transfers, releases,confirms and mortgages to Lender all of Grantor's right,title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and remainders with respect thereto;all water,water rights,watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil,gas,geothermal and similar matters, (the "Real Property") located in Cumberland County,Commonwealth of Pennsylvania: See Exhibit A, which is attached to this Mortgage and made a part of this Mortgage as if fully set forth herein. The Real Property or its address is commonly known as 100, 104, 106, 108, and 110 South Earl Street and 8, 10, and 12 East Orange Street, Shippensburg Borough, PA 17257. The Real Property parcel identification number is 34-34-2415-165, 34-34-2415-163, 34-34-2415-162, 34-34-2415-161, 34-34-2415-160,and 34-34-2415-132. Grantor presently assigns to Lender all of Grantor's right,title,and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (el PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,710,000.00, THE RELATED DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain In possession and control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, MORTGAGE (Continued) Page 2 replacements,and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; 12) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous Substance on,under,about or from the Property;and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein aro based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws;and 12) agrees to indemnify,defend,and hold harmless Lender against any and all claims,losses, liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest In the Property,whether or not the some was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnity and defend,shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance, Waste, Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(including oil and gas),coal,clay,scoria,soil,gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's Interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect,of ell governmental authorities applicable to the use or occupancy of the Property,including without limitation,the Americans With Disabilities Act. Grantor may contest in good faith any such law,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion,Lender's Interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts,in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any interest in the Real Property. A"sale or transfer'means the conveyance of Reel Property or any right, title or interest In the Real Property;whether legal,beneficial or equitable;whether voluntary or Involuntary;whether by outright sole,deed, Installment sole contract, land contract, contract for deed, leasehold Interest with a term greater then three(3)years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shell pay when due(and in all events prior to delinquency)all taxes,payroll taxes,special taxes, assessments,water charges and sewer service charges levied against or on account of the Property,and shell pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage. except for those liens specifically agreed to in writing by Lender,and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax,assessment,or claim in connection with a good faith dispute over the obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen(15)days after the lien arises or, if a lien is filed, within fifteen(15)days after Grantor hes notice of the filing, secure the discharge of the lien,or it requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In an amount sufficient to discharge the lien plus any costs and reasonable attorneys' fees,or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest,Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen 115)days before any work is commenced,any services are furnished,or any materials are supplied to the Property, if any mechanic's lien,materialmen's lien,or other lien could be assortod on account of the work,services,or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such MORTGAGE (Continued) Page 3 improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen 115) days of the casualty. Whether or not Lender's security is impaired, Lender may,at Lender's election,receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shell repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration it Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest,and the remainder,if any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear. LENDER'S EXPENDITURES. If any action or proceeding is commenced that Would materially affect Lender's interest in the Property or if Grantor tails to comply with any provision of this Mortgage or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents,Lender on Grantor's behalf may{but shall not be obligated to)take any action that Lender dooms appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option, will (A) be payable on demand; (8) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either Ill the term of any applicable insurance policy;or (2) the remaining term of the Note;or IC) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy,title report,or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage,and (b)Grantor has the full right,power,and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing In nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid In full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' tees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES.FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating MORTGAGE (Continued) Page 4 to governmental taxes,fees and charges are a part of this Mortgage: Current Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps,and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date at this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent,or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lander. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender,Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage In the real property records,Lender may,at any time and without further authorization from Grantor,file executed counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which Information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code)are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to.be filed,recorded,refiled,or rerecorded,as the case may be,at such limes and in such offices and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, end the Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shell reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph,Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. PARTIAL RELEASES. Lender shall execute partial releases of the lien of this Mortgage upon the following conditions: Net proceeds of sale. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay,if permitted by applicable law,any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Defauft on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Grantor. Defeutt in Favor of Third Parties. Should Grantor default under any loan,extension of credit,security agreement, purchase or sales agreement,or any other agreement,in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Mortgage or any related document. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lion)at any time and for any reason. Death or Insolvency. The death of Grantor,the Insolvency of Grantor,the appointment of a receiver for any part of MORTGAGE (Continued) Page 5 Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,self-help,repossession or any other method,by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts,with Lander. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. Breech of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that Is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender,whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the • Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender In good faith believes Itself insecure. Right to Cure. If any default,other than a default in payment Is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve 02)months, it may be cured it Grantor,after receiving written notice from Lender demanding cure of such default: 01 cures the default within fifteen(15)days;or (2) i1 the cure requires more than fifteen 051 days,immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's option,may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shell have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right,without notice to Grantor,to take possession of the Property and,with or without taking possession of the Property,to collect the Rents, including amounts past due and unpaid, and apply the not proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender,then Grantor irrevocably authorizes Lender to endorse instruments received In payment thereof in the name of Grantor and to negotiate the some and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond it permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere,as attorney for Lender and all persons Claiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution,for which this Mortgage,or a copy of this Mortgage verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Sale. It permitted by applicable law,Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor,Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall,at Lender's option,either 11) pay a reasonable rental for the use of the Property,or (2) vacate the Property Immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law,Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any pan of the Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shell give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least ten(10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with MORTGAGE (Continued) Page 6 any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform on obligation of Grantor under this Mortgage,after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default,or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees;Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,whether or not there is a lawsuit,including reasonable attorneys' fees and expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable low. Grantor also will pay any court costs,in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shell be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,if mailed,when deposited in the United States mail, as first class, certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,at.seq.,shall be sent to Lender's address,as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law,if there is more than one Grantor,any notice given by Lender to any Grantor Is deemed to be notice given to all Grantors. ADVANCE MONEY MORTGAGE. (A) This Mortgage secures future advances made pursuant to the Note or Related Documents. Without limiting the foregoing,this Mortgage secures all advances made by Lender or Banks of any kind or nature described in 42 Pa.C.S.A. S 8144. (e) If Grantor sends a written notice to Lender which purports to limit the indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or for the benefit of Grantor,such a notice shall be Ineffective as to any future advances made: (1) to enable completion of the improvements on the Real Properly for which the loan secured hereby was originally made; (2) to pay taxes, assessments,maintenance charges and insurance premiums;(3) for costs incurred for the protection of the Property or the lien of this Mortgage;(4) on account of expenses incurred by Lender by reason of a default of Grantor hereunder or under the Related Documents or under the Note;and(5) on account of any other costs incurred by Lender to protect and preserve the Property or the lien of this Mortgage. It Is the intention of the parties hereto that any such advance made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence. Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Mortgage has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there Is a lawsuit,Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin County,Commonwealth of Pennsylvania. Joint and Several Liability. All obligations of Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each end every Grantor. This means that each Grantor signing below is responsible for all obligations in this Mortgage. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any person or circumstance,that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other person or circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified,it shall be considered deleted from this Mortgage. Unless otherwise required by low, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other Interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. MORTGAGE fContinued) Page 7 Succesear Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal reprosentatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns. Time Is of the Essence. Time is of the essence in the performance of this Mortgage. Waive Jury. All parties to this Mortgage hereby walve the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word"Borrower"means Michael L.Proffitt and Samuel F.Cressler and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word"Default"means the Default set forth in this Mortgage in the section titled"Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9601,at seq. ("CERCLA"),the Superfund Amendments and Reauthorization Act of 1986,Pub.L. No.99.499("SARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 6901,at seq.,or other applicable state or federal laws,rules, or regulations adopted pursuant thereto. Event of Default. The words"Event of Default"mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word"Grantor"means Michael L.Proffitt and Samuel F.Cressler. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation patty of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation e guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances' mean materials that, because of their quantity, concentration or physical,chemical or Infectious characteristics,may cause or pose a present or potential hazard to human health or the environment when improperly used,treated,stored,disposed of,generated,manufactured, transported or otherwise handled. The words"Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term"Hazardous Substances" also includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word 'Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities,additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, Interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. The liens and security interests created pursuant to this Mortgage covering the Indebtedness which may be created in the future shall relate back to the date of this Mortgage. Lender. The word "Lender" means Farmers and Merchants Trust Co. of Chamberaburg, its successors and assigns. Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender. Note. The word"Note"means the promissory note dated May 8,2009,in the original principal amount of $1,710,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of,consolidations of,and substitutions for the promissory note or agreement.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words"Real Property"mean the real property,interests and rights,as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages• deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness. Renu. The word "Rents" means all present and future rents, revenues, income, Issues, royalties, profits, and other benefits derived from the Property. MORTGAGE (Continued) Page s EACH GRANTOR ACXNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: X: Isom Mict ae t X::: : (Seal) Samuel Signed,acknowle1¢id at de I ere In the presence of: X Witness C. Witness CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,Farmers and Merchants Trus"- of Chambersburg,herein is as follows: Commercial Services Department,20 South Main Street,P.0.Box 6010,Chamber rg 17201.6070 L. Attorney or Agent for Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTOF SYLVANIA ) SS COUNTY OF On this,the day of 20 v before me the undersigned Notary Pub c, p rsonally appeared M1 heel L. Proffitt and Samuel F.Cressler,known to me(or satisfactorily proven)to be the arson whose names are s cribed to the within Instrument,and acknowledged that they executed the same for th os therein contei d. ^ In witness whereof,t hereunto set my hand and official seal C Nt>I'AWAL SEAL RVNPF I..MURRAY,Notary l'uhlic Notal/public in and for the St of Cm1islc.Rom,Cuuthertmid Countv.PA Me Commission L,xpires Dec.13.2009 LASER PRO Lending,Ver.5.42.00.004 Copr.Harland Financial Solutions,Inc. 1997, 2009. All Rights Reserved. - PA c:\CFI\LPL\G03.FC TR-13676 PR-22 SUBORDINATION OF MARITAL RIGHTS I, Christine M. Cressler spouse of Samuel F. Cressler for One Dollar ($1.00) and other good and valuable consideration and intending to be legally bound do hereby subordinate any and all right, title, claim or interest to the property located at 8, 10, & 12 East Orange Street, 100,104,106,108,110 S. Earl Street, as more fully described in Exhibit "A" and situate in the Borough of Shippensburg, Cumberland County, Pennsylvania in favor of a mortgage to Farmers and Merchants Trust Company in the amount of $1,710,000.00 dated May 8, 2009 and an Assignment of Rents to Farmers and Merchants Trust Company dated May 8, 2009. This Subordination shall include, but not be limited to, any right, title, claim or interest arising from: (a) Dower; (b) The right to request equitable distribution pursuant to the Pennsylvania Divorce Code of 1980 or the laws of any other state of jurisdiction; and and all rights arising by reasons off marriage. witness Christine M. Cressler STATE OF PN COUNTY OF CUMBERLAND On this, the y day of - , 2009, before me, the undersigned officer, personally appeared Christ in Ul Cressler known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN LdITNESS WHEREvrt, I hereunto set my hand and official seal. �04�IC NOTARIAL SEAL RENEE L.MURRAY,Notary Public Carlisle Boro,Cumberland County,PA My Commission Expires Dec.13,2009 Exhibit A TRACT NO.1 ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at an existing three inch iron pipe at the southwestern corner of lands now or formerly of Jodi Forrester, thence along lands now or formerly of Norfolk Southern Railroad North 86 degrees 40 minutes 45 seconds West 141.13 feet to a point, thence continuing along the same North 86 degrees 29 minutes 07 seconds West 116.00 feet to a point, thence continuing along the same North 89 degrees 59 minutes 07 seconds West 96.14 feet to a point,thence along the eastern right-of-way line of South Earl Street North 21 degrees 06 minutes 00 seconds West 437.57 feet to a point, thence along the southern right-of-way line of Orange Street North 68 degrees 04 minutes 09 seconds East 302.93 feet to an existing parker kalon nail in the center of Apple Alley,thence along the center of Apple Alley and lands now or formerly of Terri Kelley South 22 degrees 08 minutes 12 seconds East 115.80 feet to an existing parker kalon nail,thence continuing along Apple Alley and by lands now or formerly of Memorial Lutheran Church Of Shippensburg, Richard Henderson, and Jodi Forrester South 23 degrees 23 minutes 05 seconds East 467.85 feet to an existing three inch iron pipe the POINT OF BEGINNING. Containing 3.6247 Acres. HAVING thereon erected dwelling houses known and numbered as 8, 10 and 12 East Orange Street and having an existing masonry warehouse. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.2,LOT NO.25,100 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 24 as shown on a final subdivision plan for The Earl Group,thence along said Lot 24 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistle Avenue, thence along said right-of-way line North 22 degrees 10 minutes 11 seconds West 24.86 feet to a point,thence continuing along the same by a curve to the right, said curve having a radius of 20.00 feet, an arc length of 31.42 feet, a chord bearing of North 22 degrees 49 minutes 49 seconds East, and a chord length of 28.28 feet to a point on the southern right-of-way line for Orange Street, thence along said rigbt-of-way line North 67 degrees 49 minutes 49 seconds East 96.21 feet to a point, thence along the the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 47.02 feet to a point the POINT OF BEGINNING. Containing 0.1201 Acres. BEING Lot No. 25, known as 100 South Earl Street, Shippensburg, Cumberland County,Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugh, PLS, dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.3,LOT NO.23,104 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 22 as shown on a final subdivision plan for The Earl Group,thence along said Lot 22 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistle Avenue, thence along said rigbt-of-way line North 21 degrees 06 minutes 00 seconds West 22.00 feet to a point, thence along Lot 24 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 22.00 feet to a point the POINT OF BEGINNING. Containing 0.0583 Acres. BEING Lot No. 23, known as 104 South Earl Street, Shippensburg, Cumberland County, Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugh,PLS, dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.4,LOT NO.22,106 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 21 as shown on a final subdivision plan for The Earl Group,thence along said Lot 21 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern rigbt-of-way line for Beistle Avenue,thence along said right-of-way line North 21 degrees 06 minutes 00 seconds West 22.00 feet to a point, thence along Lot 23 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 22.00 feet to a point the POINT OF BEGINNING. Containing 0.0583 Acres. BEING Lot No. 22, known as 106 South Earl Street, Shippensburg, Cumberland County,Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugh, PLS, dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.S,LOT NO.21,108 SOUTH EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 20 as shown on a final subdivision plan for The Earl Group,thence along said Lot 20 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistle Avenue,thence along said right-of-way line North 21 degrees 06 minutes 00 seconds West 22.00 feet to a point, thence along Lot 22 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 22.00 feet to a point the POINT OF BEGINNING. Containing 0.0583 Acres. BEING Lot No. 21, known as 108 South Earl Street, Shippensburg, Cumberland County, Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L.Diffenbaugh, PLS,dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. TRACT NO.6,LOT NO.20,110 SOU'T'H EARL STREET ALL of the following tract of land situated in the Borough Of Shippensburg, Cumberland County,Pennsylvania. BEGINNING at a point at the northeastern corner of Lot 19 as shown on a final subdivision plan for The Earl Group,thence along said Lot 19 South 68 degrees 54 minutes 00 seconds West 115.35 feet to a point on the Eastern right-of-way line for Beistle Avenue,thence along said right-of-way line North 21 degrees 06 minutes 00 seconds West 27.00 feet to a point, thence along Lot 21 as shown on a final subdivision plan for The Earl Group North 68 degrees 54 minutes 00 seconds East 115.35 feet to a point, thence along the western right-of-way line for South Earl Street South 21 degrees 06 minutes 00 seconds East 27.00 feet to a point the POINT OF BEGINNING. Containing 0.0715 Acres. BEING Lot No. 20, known as 110 South Earl Street, Shippensburg, Cumberland County,Pennsylvania and described in accordance with the Final Subdivision Plan for The Earl Group as prepared by Eric L. Diffenbaugh, PLS,dated February 20, 2006 and recorded in the Recorder of Deeds in and for Cumberland County, Pennsylvania,in Plan Book 93,Page 20. UNDER AND SUBJECT to the Declaration of Covenants and Restrictions for The Townhouses on Earl dated 7/16/08 and recorded 7/17/08 as Instrument Number 200824435. i ROBERT P.ZIEGLER RECORDER OF DEEDS .+. CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE,PA 17013 - 717-240-6370 Instrument Number-200915236 Recorded On 5/8/2009 At 3:39:39 PM *Total Pages-14 *Instrument Type-MORTGAGE Invoice Number-43189 User ID-KW *Mortgagor-CRESSLER,SAMUEL F *Mortgagee-FARMERS&MERCHANTS TRUST CO OF CHAMBERSBURG *Customer-ABSTRACT CO *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES — $29.50 RECORDER OF DEEDS This page is now part PARCEL CERTIFICATION $60.00 FEES of this legal document. AFFORDABLE HOUSING $11.50 COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $116.50 I Certify this to be recorded in Cumberland County PA ' f CU ,o s~ 'lot ° RECORDER O DEDS r 1760 •-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. III IiIII IIII IIIIII VIII EXHIBIT E r TAMMY SHEARER RECORDER OF DEEDS r CUMBERLAND COUNTY I COURTHOUSE SQUARE CARLISLE, PA 17013 = ` a �r 717-240-6370 = Instrument Number-201415115 Recorded On 7/11/2014 At 3:26:21 PM *Total Pages-4 *Instrument Type-ASSIGNMENT OF MORTGAGE Invoice Number- 164507 User ID-BMM *Mortgagor-.CRESSLF.R,SAMUEL F *Mortgagee-SUMMITBRIDGE NATIONAL INVESTMENTS III LLC *Customer-CSC/INGEO *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $33.50 JUSTICE DO NOT DETACH RECORDING FEES — $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $90.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $140.50 I Certify this to be recorded in Cumberland County PA icy OI OtIMe� o � o RECORDER OF DEEDS nso *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. ( f O(OG(M(WP III I III II�I I III II(IIII�II II� ASSIGNMENT OF SECURITY INSTRUMENTS OOGMWP (Space above is for Recorder's use) 6.7- Prepared By: /4/ SummitBridge National 4o6 Investments III LLC 3z 1700 Lincoln Street, Suite 2150 Denver CO 80203 When Recorded Mail To: Return To: Document Recording Services 1201 Hays St.Suite 103 Tallahassee, FL 32301 ql I�uIIUI1�IpIIlu11111111101� ASSIGNMENT OF SECURITY INSTRUMENTS FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG, PA a Pennsylvania chartered bank ("Grantor"), whose address is 20 South Main Street, Chambersburg, PA 17201, for good and-valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns, transfers, sets over and conveys to SUMMITBRIDGE NATIONAL INVESTMENTS III LLC, a Delaware limited liability company, ("Grantee"), whose address is c/o Summit Investment Management LLC, 1700 Lincoln Street, Suite 2150 Denver, CO 80203, all of Grantor's right, title and interest in and to those Security Instruments described on Schedule "A", together with the real property therein described as the same may have been assigned, amended, supplemented, restated or modified. TO HAVE AND TO HOLD the same unto Grantee and its successors and assigns forever. This Assignment is made without recourse or representation or warranty, express, implied or by operation of law, of any kind and nature whatsoever. Effective as of June 26`x', 2014. FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG, PA a Pennsylvania chartered bank By: Name: William E. Snell Its: President and CEO �::zc r ��,%r•� STATE OF �) COUNTY 017- A. ) I' ` °�---�6Ycc�i fir• , a Notary Public for the state hereby certify that William E. Snell "Si tato and count written above, do acknowledged that he is President(and CEO of� FAperRMERS AND d onally appeared ERCHANTS before me this day and RUST COMPANY OF CHAMBERSBURG, PA, a Pennsylvania chartered bank, and that The, as President and CEO, in such capacity and being authorized to do so, executed the foregoing instrument on behalf of the corporation. He isg' g as identification. The Signatory acknowledd known to met [ ] presented signed the foregoing document for the purpose stated therein and in the capacity me than i voluntarily P ty ,indicated. Witness my hand and official stamp or seal this e.25 day of June, 2014. Pill Notary Public Print Name: My Commission Expires: COMMONWEALTH OF PENNSYLVANIA Notarial Seal Darlene K.RVM-dw,Notary Public Chambersburg Born,Franidin County MY commission Ex res 20 2016 MEMBER PENNSYLVAREA ASSOCIATION OF NOTARIES SCHEDULE"A" Assignment of Security Instruments 1. Open —End Mortgage and Security Agreement dated May 8, 2009 by Michael L. Proffitt and Samuel F. Cressler in favor of Farmers and Merchants Trust Company of Chambersburg, PA and recorded on May 13, 2009, as Instrument No. 200910514, with the Cumberland County, Pennsylvania Recorder of Deeds 2. Assignment of Rents dated May 8, 2009 by Michael L. Proffitt and Samuel F. Cressler in favor of Farmers and Merchants Trust Company of Chambersburg, PA and recorded on May 8, 2009, as Instrument No. 200915237, with the Cumberland County, Pennsylvania Recorder of Deeds PIN: 34-34-2415-165 34-34-2415-163 34-34-2415-162 34-34-2415-161 34-34-2415-160 34-34-2415-132 EXHIBIT F jt SUMMIT INVVC5T" E< September 18, 2014 Via Overnight Courier and U.S. First Class Via Overnight Courier and U.S. First Class Mail, Postaee Prenn id Samuel F. Cressler i<'Iail�. Postale Prepaid 129.Mountainside Road Michael L. Proffitt Harpers Ferry, WV 25425-5542 129 Mountainside Road Harpers.Ferry, WV 25425-5542 Via Overnight Courier and U S Firct - Mail, Postage Prepaid Samuel F. Cressler 9400 Molly Pitcher Highway Shi �ensbur , .PA 17257 Re: Loan in the original principal amount of$1,710,000.00 made by Farmers and Merchants Trust Co. of Chambersburg("F&M") to Michael L. Proffitt and Samuel F. Cressler(the"Loan") as assigned to SummitBridge National Investments III LLC ("Summit") Dear Messrs. Proffitt and Cressler; Reference is hereby made to that certain Business Loan.Agreement dated May 8, 2009 by and among.Michael L. Proffitt("Proffitt")and Samuel F. Cressler("Cressler"and together with Proffitt, "Borrower"), as borrower, and F&M, as lender(as amended from time to time, the "Loan Agreement"); that certain Promissory Note dated May 8. 2009 by Borrower in favor of F&M, in the original principal amount of$1,710,000.00, as amended by that certain l-Allonge dated as of June 27, 2014. (as amended from time to time the "Note"); that certain Commercial Guaranty dated May 8, 2009 by Christine M. Cressler("Guarantor") in favor of F&M(as amended from time to time, the "Guaranty"). Agreement, with all other documents executed in connectio hw th thLon, asthN acme may have e and ',together amended, restated modified and/or assigned from time to time, are hereinafter collective]), referred to as the "Loan Documents." Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note. Notice is hereby given that defaults and/or Events of Default have occurred and are continuing under the Note and other Loan Documents as a result of the Borrower's failure to make pay the entire amount due and owing under the Loan Documents when due on November 15, 2010 (the "Specified Defaults"). As a result of, among other things, the occurrence of the Specified Defaults, all amounts due and owing under the Loan Documents are immediately due and payable to Summit, and Summit hereby demands payment of the same. WELLS FARGO CENTER 1700 LINCOLN STREET,SUITE 2150 DENVER,Co 80203 720.221.3200 main 303.830.9538 fax www.summit-investment.com f _ SUMMIT As of the date hereof, the total amount due under the Loan.Documents is$1,736,476.54,plus fees and costs (including attorneys' fees), which amount:includes $1,514,155.71 of unpaid principal and$210,444.69 of unpaid interest. From and after the date hereof, interest shall continue to accrue at the per diem rate of$210.30, together with fees and costs. including attorneys' fees and costs. If the total amount due under the Doan Documents, including any interest and costs accruing from and after the date hereof, is not received by Summit on or before September 30, 2014, Summit intends to exercise its rights and remedies with respect to the .Specified Defaults and the unpaid indebtedness. Nothing contained herein is intended to constitute a release, waiver, limitation, or modification of the Loan or any of the documents executed in connection therewith. TO avoid any misunderstanding, please be aware that: (a) The provisions of the documents executed in connection with the Loan provide that amendments and waivers are effective only if they are in writing and are executed by the relevant parties. Accordingly, even if some preliminary understanding may be reached respecting the foregoing Summit will not be bound thereby unless and until definitive documentation is executed and delivered by all appropriate parties. No statements, comments, tentative agreements, or representations made by Summit may be relied upon unless and until incorporated into such documentation, and Summit is under no obligation to reduce to writing any such statements comments, tentative agreements, or representations. (b) The occurrence of any discussions between LM whether prior or subsequent to the date hereof; has been and will continue to be without prejudice to the rights and remedies of Summit in connection with the Loan or under the documents executed in connection with the Loan. (c) Sending this Jetter does not mean that Summit will give you notice of any other matters or any decision by us to exercise other remedies, or that you are entitled to any notice in advance of the exercise of remedies under the Loan or the documents executed in connection therewith or otherwise. (d) Acceptance by Summit of any payments in connection with the Loan shall not constitute a waiver of rights by Summit. By copy of this letter, notice of the Specified Defaults is being provided simultaneously herewith to the Guarantor and demand for payment of the amounts due and owing under the Guaranty is hereby made upon the Guarantor. Sincerely, Eric Engel Summit Investment Management LLC, as contractual Asset Manager and Custodian of Records for SummitBridge National Investments III LLC WELLS FARGO CENTER 1700 LINCOLN STREET,SUITE 2150 DENVER,Co 80203 - 2 - 720.221.3200 main 303.830.9538 fax www.sumrnit-investment.com e3. MMIT Pt cc: 'Via Overnight Courier and U.S. First Class Mail Posta 7e Pre aid Christine M. Cressler 9400 Molly Pitcher Highway Shippensburg, PA 1727 WELLS FARGO CENTER 1700 LINCOLN STREET,SUITE 2150 DENVER,CO 80203 - 3 - 720.221.3200 main 303.830.9538 fax 1wsumm1t-investment.c0m . I COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Tel.: 215-851-8100 Fax: 214-851-1420 Counsel for Plaintiff, Summitbridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, v. SAMUEL F. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, MICHAEL L. PROFFITT 129 Mountainside Road. Harpers Ferry, WV 25425, and CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257 Plaintiff, Defendants. Civil Action No. 14-6197 Civil ry PRAECIPE TO SETTLE, DISCONTINUE AND END ACTION WITHOUT PREJUDICE TO THE PROTHONOTARY: Kindly mark the above-named action discontinued without prejudice in accordance with Rule 229 of the Pennsylvania Rules of Civil Procedure. B.4 Dated: DecembeG 0, 2014 Respectfully submitted, REED SMITH LLP By: Jenni r P. Knox, . (PA 206298) Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Tel.: 215-851-8100 Fax: 215-851-1420 E-mail: jknox@reedsmith.com -2 Attorney for Plaintiff Summitbridge National Investments III LLC