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HomeMy WebLinkAbout06-5450KAPLIN STEWART MELOFF REITER & STEIN, P.C. By: William J. Levant, Esquire Attorney for Plaintiff I.D. No. 54286 910 Harvest Drive Post Office Box 3037 Blue Bell, PA 19422 (610) 260-6000 Telecopier (610)684-2020 PRAMCO III, LLC 230 Crosskeys Office Park Fairport, NY 14450 Plaintiff V. JOSEPH P. BEIL 4 Briargate Road Mechanicsburg, PA 17050 Defendant COMPLAINT Filed by COURT of COMMON PLEAS CUMBERLAND COUNTY, PA S25 u i. `- . No. TGAGE FORECLOSURE KAPLIN ST ART JLOIFF REITER & STEIN, P.C. rive Post Office Box 3037 Blue Bell, PA 19422 (610)260-6000 (610)684-2020 - Telecopier Counsel for Plaintiff, Pramco III, LLC KAPLIN STEWART MELOFF REITER & STEIN, P.C. By: William J. Levant, Esquire I.D. No. 54286 910 Harvest Drive Post Office Box 3037 Blue Bell, PA 19422 (610) 260-6000 Telecopier (610)684-2020 PRAMCO III, LLC 230 Crosskeys Office Park Fairport, NY 14450 Plaintiff V. JOSEPH P. BEIL 4 Briargate Road Mechanicsburg, PA 17050 Defendant Attorney for Plaintiff COURT of COMMON PLEAS CUMBERLAND COUNTY, PA : No. 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 defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, 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. Lawyer Referral Service - Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 KAPLIN STEWART MELOFF REITER & STEIN, P.C. By: William J. Levant, Esquire Attorney for Plaintiff I.D. No. 54286 910 Harvest Drive Post Office Box 3037 Blue Bell, PA 19422 (610) 260-6000 Telecopier (610)684-2020 PRAMCO III, LLC 230 Crosskeys Office Park Fairport, NY 14450 Plaintiff V. COURT of COMMON PLEAS CUMBERLAND COUNTY, PA JOSEPH P. BEIL 4 Briargate Road No. OL - SY96 (21 ' Mechanicsburg, PA 17050 Defendant COMPLAINT IN MORTGAGE FORECLOSURE 1. Plaintiff, Pramco III, LLC (the "Plaintiff"), is a Delaware limited liability company, in good standing, with its principal place of business as stated above. 2. The Defendant is an adult individual, with a last known address as stated above. 3. On March 6, 2003, Allfirst Bank (at the time, a Maryland banking corporation; hereinafter, "Allfirst") extended a term loan to the Defendant in the original principal amount of $45,000.00 (the "Term Loan") 4. To evidence the Term Loan, the Defendant made, executed and delivered to Allfirst a Term Small Commercial Promissory Note (the "Term Note"), of even date and in like amount. 5. A true and correct copy of the Term Note is attached hereto as Exhibit "A". 6. On or about March 31, 2004, Manufacturers and Traders Trust Company (a New York banking corporation not party hereto; hereinafter,11M&T") established a line of credit for the Defendant's benefit, in the maximum principal amount of $50,000.00 (the "Line"), who made, executed and delivered to M&T a Business Access Line of Credit Agreement (the "Line Note") evidencing the indebtedness. 7. A true and correct copy of the Line Note is attached hereto as Exhibit "B". 8. Allfirst was merged with, and into, M&T effective April 1, 2003. 9. M&T thus succeeded to the interest of Allfirst in the Term Loan. 10. The Defendant defaulted under the terms of the Line and the Term Loan, and on February 3, 2005, the Defendant and M&T entered into a forbearance agreement, a copy of which is attached hereto as Exhibit "C" 11. Pursuant to the Forbearance Agreement, the Defendant agreed to give M&T a mortgage to secure repayment of the then-outstanding loan balances, and to make certain payments as therein set forth. 12. Pursuant to the Forbearance Agreement, on November 3, 2005, the Defendant made, executed and delivered to M&T that certain $82,956.09 Mortgage (the "Mortgage"), by which M&T acquired a mortgage lien upon certain real property located in the Township of Silver Spring, Cumberland County, Pennsylvania, owned by the Defendant, and known as 4 Briargate Road (the "Premises"), as more particularly described therein. 13. A true and correct copy of the Mortgage, containing a legal description of the Premises, is attached hereto as Exhibit "D". 14. The Term Loan and the Line were consolidated into a single obligation (the "Loan") at or about the time that the Mortgage was given. 15. The Mortgage was recorded in the Office of the Recorder of Deeds of, in and for the County of Cumberland, November 4, 2005, in Mortgage Book 1929, page 4433. 16. On October 27, 2005, M&T, as successor by merger to the Lender, sold and assigned the Term Loan and the Line to the Plaintiff. 17. An Assignment of the Mortgage (the "Mortgage Assignment") to the Plaintiff was recorded in the aforesaid Recorder's Office on February 23, 2006, in Book 725, page 130. 18 «E» 19 thereof. A true and correct copy of the Mortgage Assignment is attached hereto as Exhibit The Loan has not been further assigned, and the Plaintiff is the current holder 20. At all times relevant hereto the Defendant was (and remains) the real owner of the Premises. 21. The Defendant previously acknowledged that he was in default under the terms of the Notes, by failing to make payments of principal and interest when due thereunder. 22. The Defendant remains in default because he has not made payments when due under the terms of the Forbearance Agreement. 23. Upon the occurrence of one or more defaults under the terms of the Notes and Mortgage (or the Forbearance Agreement), the entire outstanding balance of the Loan becomes due and payable in full, without demand or notice. 24. Act 6 of 1974 (41 P.S. §403, et seq.) does not apply to this matter, and no notice thereunder is required, because the original principal amount of the Loan exceeds $50,000.00. 25. The Defendant is thus indebted to the Plaintiff under the terms of the Notes and Mortgage as follows: Principal Balance $ 48,557.81 Interest through 8/31/2006 7,225.40 Accrued late charges 1,087.16 Attorneys' Fees (estimated) 3,000.00 TOTAL $ 59,870.37 (Interest will continue to accrue at a per diem rate of $19.90). 26. The Defendant has failed and/or refused to pay the sums set forth in the previous paragraph hereof. 27. All conditions precedent to the commencement of this action, and to the entry of judgment herein have occurred, have been performed, or have been waived. 28. Act 91 of 1983 (35 P.S. §1680.401c, et seq.) does not apply to this matter, and no notice thereunder is required, because the Premises are encumbered by more than two mortgages. WHEREFORE, Plaintiff demands judgment in its favor and against the Defendant, in mortgage foreclosure, in the amount of $59,870.37, plus additional interest, attorneys' fees and costs (including amounts that may be incurred post judgment, upon appropriate application), for the foreclosure and sale of the STEWA-RT,,MELOFF,REITER & STEIN, P.C. By: EXHIBIT "A" OBLGRN: C'-?C.?r'?'O Y t l5?5"- DOC. TYPE: r-e' TERM SMALL ALt.L COMMERCIAL allfirst OBLGT#: ?t Odo PROMISSORY NOTE COMMENT 5:`'?`J,UOo,='- 5 35.000.00 York, Pennsylvania DATE: 0310(c, uZO6,3 ?f 6 ??003 ( Ny tatey FOR VALUE RECEIVED, the undersigned ("Dorrower") promises to pay to the order of Allfirst Batik, 'a Maryland state-chartered tormuertial bank ("Bank"), at Banks offices at [123 N. George Street, York, Pennsylvania 17404 or at such other place as Bank may from time to time designate, the principal sum of Forty Five Thousand and 001100 Dollars (545,000.00), or such other amount as may be advanced from time to time to Borrower, together with interest thereon at the rate or rates hereafter specified and any and all other sums which may be owing to Bank by Borrower pursuant to this Promissory Note. The following terms shall apply to this Promissory Note. 1. INTEREST. From the date hereof until all sums due hereunder, including principal, interest, charges, fees and expenses are paid in full, the principal amount outstanding from time to time pursuant to this Promissory Note shall bear interest as follows: Fixed Rule. At the fixed per notion rate of 6.731100%. 2. CALCULA"PION OF INTEREST. Interest shall be calculated on the basis of a three hundred sixty (360) days per year factor applied to the actual days on which there exists an unpaid balance hereunder. 3. REPAYMENT. Borrower shall make payments of principal and interest as follows: Principal And Drleresf: Borrower shall make payments of principal and interest monthly, each such payment in the amount of $887.83, on the 10th day of each month, beginning on April 10, 2003, and continuing until March 10, 2008, which is the final and absolute due date of this Promissory Note, at which time all sums due hereunder, including principal, interest, charges, fees and expenses shall be paid in Rill. ?/ All amounts Owed to Bank hereunder shall be payable in immediately available funds by preauthorized debit of Account number Borrower agrees to maintain a balance in the above-described account which is at least equal to the payment amount on each payment due date. 4. PREPAYMENT. Borrower may prepay this Promissory Note in whole or in part at any time or from time to time without premium or additional interest. Any prepayment of the principal balance of this Promissory Note shall be applied to the outstanding principal balance of this Promissory Note in the inverse order ofscheduled maturities. 5. LATE PAYMENT CHARGE. If any payment due hereunder (including any payment in whole or in part of principal) is not received by the holder within fifteen (I=) calendar days after its due date, Borrower shall pay a late payment charge equal to five percent (5%) of the amount then due. 6. APPLICATION OF PAYMENTS. All payments made pursuant to this Promissory Note shall be applied first to accrued and unpaid interest, then to unpaid expenses and charges payable hereunder, and then to principal, or in such other order or proportion as the holder, in the holders sole and absolute discretion, may elect from time to time. 7. SECURITY. Sums due under this Promissory Note are secured by, and Borrower pledges and grants to Bank a security interest in, all deposit accounts and deposits or property of Borrower now or at any time hereafter in the possession oFor on deposit with Bank whether as custodian or depository or in any other capacity . In addition, tlris Promissory Note is secured by any property described as collateral in any security agreement, mortgage, deed of trust, pledge agreement or other document previously, simultaneously, or hereafter entered into by Borrower in connection with any obligation or liability of Borrower to Bank or any corporate affiliate of Bank, under or in connection with this Promissory Note, and all renewals, refinancings, extensions, substitutions, amendments and modifications thereof, such other security document(s) Including but not limited to the following: Security .Agreement(s) This Promissory Note specifically incorporates by reference, as if fully set forth herein, all of the language and provisions of the security documents described generally or specifically above. Bank shall have the right to set-off and apply against the obligations of Borrower to Bank evidenced by this Promissory Note any sums of Borrower at any time on deposit with Bank whether such deposits are special, time, savings, passbook or demand, provisional or final, and Borrower hereby pledges and grants to Bank a security interest in all such deposits. 8. CONFESSION OF JUDGMENT. Borrower irrevocably and unconditionally authorizes and empowers any attorney admitted to practice before any court of record in the United States to appear an behalf of Borrower in any court in one or more proceedings, or before any clerk thereof or prothonotary or other court official, and to appear far, confess and enter judgment against Borrower at any time upon and after the occurrence of any default hereunder, with averment of default, rviln or without complaint tiled, and without prior notice to or opportunity of Borrower for prior hearing, in favor of Bunk in the full amount of the indebtedness evidenced by this Promissory Note (including principal, accrued interest and any and all charges, fees and expenses) plus court costs, plus attorneys' fees equal to fifteen percent (15%) of the unpaid balance of principal, interest, charges, and other suers due or which may became due hereunder, with release of all errors and without right of appeal. In addition to all other courts in which judgment may be confessed against Borrower upon this Promissory Note, Borrower agrees that venue and jm isdiction shall be proper in the courts of any county or city of the Commonwealth of Pennsylvania or in the United States District Court for the Middle District of Pennsylvania. Borrower waives the benefit of any and every .statute, ordinance, or rule of court, whether now in force or hereinafter enacted, which may be lawfully. waived conferring upon Borrower any right or privilege of exemption, houreslead rights, appraisenteat, star. of execution or supplementary proceedings, or other relief brain the enforcement ar immediate enforcement of a judgment or related proceedings on a judgment. (To the extent prohibited by applicable law, any judgment obtained by confession shall not constitute a lien on any real property located in Pennsylvania which is the residence of any Borrower.) The authority and power to appear for and enter judgment against Borrower shall not be exhausted by one or more exercises thereof, or by any imperfect exercise thereof, and shall not be extinguished by any judgment entered pursuant thereto; such authority and power may be exercised on one or more occasions from time to time, in the same or different jurisdictions, as often as Bank shall deem necessary or advisable. BORROWER HE'RE13)' ACKNOWLEDGES THAT THE CONFESSION OF .JUDGMENT PROVISIONS HEREIN CONTAINED WHICH AFFECT AND WAIVE CERTAIN LEGAL RIGHTS OF BORROWER HAVE BEEN READ, UNDERSTOOD AND VOLUNTARILY AGREED TO BY BORROWER. 9. NO S:U-E OR TRANSFER OF ASSETS. Borrower shall not sell, transfer, lease or otherwise dispose of all or any material part of Borowers assets without the prior written consent of Bank, -,xcept in the ordinary course of Borrowers business. 10. DEFAULT. Any of the following will be a default under this Promissory Note: (a) failure to pay any principal, expense, charge, fee or interest when due, or failure to perform any other obligations hereunder, (b) a default by any Borrower upon any of the existing or future obligations of any Borrower to Bank; (c) a default by any guarantor or other person that is now or hereafter liable in connection with any of the obligations of any Borrower to Bank or that has granted any lien or security interest to or for the benefit of Bank to secure any of the obligations of any Borrower to Bank ("Other Obligor"), upon any of the existing or future obligations of any Other Obligor to Bank, (d) a default in any other agreement, instrument or document between any Borrower or Other Obligor and Bank, or any corporate affiliate of Bank, including, without limitation, any security document referred to above, whether previously, simultaneously, or hereafter entered into; (c) a material adverse change in the financial condition of any Borrower or Other Obligor from that expressed in the financial statement most recently submitted to Bank prior to the date of this Promissory Note, as determined in good faith by Bank in its sole discretion; (f) institution of bankruptcy, insolvency, reorganization or receivership proceedings by or against any Borrower or Other Obligor in any state or federal court, (g) the appointment of a receiver, assignee, custodian, trustee or similar official under any federal or state insolvency or creditors' rights law for any property of any Borrower or Other Obligor, (h) failure of any Borrower or Other Obligor to furnish to Bank such collateral or additional collateral as Bank may in good faith request; it) any warranty, representation, or statement to Bank by Or on behalf of any Borrower or Other Obligor proving to have been incorrect in any material respect when made or furnished; 0) the occurrence of any event which is, or would be with the passage of time or the giving of notice or both, a default under any indebtedness of any Borrower or Other Obligor to any person other than Bank; (k) any material loss, theft or substantial damage, not fully insured for the benefit of Bank, to any of the assets of any Borrower or Other Obligor, or the transfer, lease or encumbrance or other disposition of all or any material part of the assets of any Borrower or Other Obligor other than in the ordinary course of business of Borrower or Other Obligor; (1) the entry of any final judgment against any Borrower or Other Obligor for the payment of money in excess of $5,000, (m) the levy upon or attachment of any assets of any Borrower or Other Obligor, (n) the recordation of any federal, state or local tae lien against any Borrower or Other Obligor, (o) a change of o,nership or dissolution, merger, consolidation, liquidation or reorganization of any Borrower or Other Obligor which is a corporation, partnership or other legal entity, (p) the death of any Borrower or Other Obligor who is a natural person; (q) failure of any Borrower or Other Obligor to furnish to Bank such financial information as Bank may require from time to time; or (r) the determination in good faith by Bank, in its sole discretion, that the ability of any Borrower or Other Obligor to pay or perform any of their respective obligations to Bank is impaired for any reason. 11. REMEDIES. Upon a default, m addition to all other rights and remedies available to Bank under any other document or agreement between Borrower and Bank or under applicable law, Bank, in Bank's sole discretion and without notice or demand, may: (a) raise the rate of interest accruing on the unpaid balance due under this Promissory Note by two (2) percentage points above the rate of interest otherwise applicable, independent of whether Bank elects to accelerate the u ppaid principal balance as a result of such default, and ib) declare the entire unpaid principal balance plus accrued interest and all other sums due hereunder immediately due and payable. Borrower agrees that a default under this Promissory Note is a default by Borrower under all other liabilities and obligations of Borrower to Bank, and that Bank shall have the right to declare immediately due and payable all at such other liabilities and obligations. Borrower waives any right or claim to cause a marshalling of the assets of Borrower or any Other Obligor !2. !NTEREST RATE AFTER 3UDGPIENT. ifjudgntemt is entered against Borrower on this Promissory Note, the amount of the judgment entered (which may include principal, interest, charges, fees, and expenses) shall bear interest at the higher of the above described default interest rate as determined on the date of the entry of the judgment, or the legal rate of interest then applicable to judgments in the jurisdiction in which judgment was entered. 13. EXPENSES OF COLLECTION. Borrower shall pay all costs and expenses incurred by Bank in collecting sums due under this Promissory Note, including without limitation the costs of any lien, judgment or other record searches, appraisals, travel expenses and the like. In addition, if this Promissory Note is referred to an attorney for collection, whether or not judgment has been confessed or suit has been fled, Borrower shall pay all of the holders costs, fees (including, but not limited to, the holder's attomeys' fees, charges and expenses) and all other expenses resulting from such referral. 14. NEGOTIABLE INSTRI. MEN"r. Borrower agrees that this Promissory Note shall be deemed to be a negotiable instrument, even though this Promissory Note may not quality under applicable law, absent this paragraph, as a negotiable instrument. 15. WAIVERS. Borrower, and all parties to this Promissory Note, whether maker, endorser, or guarantor, waive presentment, demand, notice of dishonor and protest. 16. EXTENSIONS OF MATURITY. Ail parties to this Promissory Note, whether maker, endorser, or guarantor, agree that the maturity of this Promissory Note, or any payment due hereunder, may be extended at any time or from time to dine without releasing, discharging, or affecting the liability of such party. 17. NOTICES. Any notice or demand required or permitted by or in connection with this Promissory Note, without implying the obligation to provide my notice or demand, shall be in writing at the address set forth below or to such other address as may be hereafter specified by written notice to Bank by Borrower Any such notice or demand shall be deemed to be effective as of the date of hand delivery or facsimile transmission, one (1) day after dispatch if sent by telegram, mailgram, overnight delivery, express mail or Federal Express, or three (3) days after mailing if sent by first class mail with postage prepaid. 18. JOINT AND SEVERAL LIABILITY. ff more than one person or entity is executing this Promissory Note as a Borrower, all liabilities under this Promissory Note shall be joint and several with respect to each of such persons or entities. 19. BINDING N.ATURE;ASSIGNABILITY. This Promissory Note shall inure to the benefit of and be enforceable by Bank and Bank's successors and assigns and any other person to whom Bank may grant an interest in Borrowers obligations to Bank, and shall be binding and enforceable against Borrower and Borrower's personal representatives, successors and assigns. This Promissory Note may be assigned by Bank or any holder at any time. Borrower shall not have the right to assign its rights hereunder or any interests herein without the prior written consent of Bank. 20. INVALIDITY OF A14Y PART. If any provision or part of any provision of this Promissory Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceebiliry shall not affect any other provisions of this Promissory Note and tlris Promissory Note shall be _'onstrued as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforetability. ysu106n, i No. 1 21. MAXIMUM RATE OF INTEREST; COMMERCIAL LOAN. Notwithstanding any provision of this Promissory Note to the contrary, Borrower shall not be obligated to pay interest hereunder in excess of the maximum rate of interest permitted by the laws of any state dclennined to govern this Promissory Note or the laws of the United States applicable to loans in such state, If any provision of this Promissory Note shall ever be construed to require the payment of any amount of interest in excess of that permitted by applicable law, then the interest to be paid hereunder shall be held subject to reduction to the amount allowed under applicable law, and any sunis paid in excess of the interest rate allowed by law shall be applied in reduction of the principal balance outstanding under this Promissory Note. Borrower acknowledges that it has been contemplated at ail times by Borrower that the laws of the Commonwealth of Pennsylvania will govem the maximum rate of interest that it is permissible for the holder of this Promissory Note to charge Borrower under this Promissory Note. Borrower warrants that this Promissory Note evidences a loan made solely to acquire an interest in or to carry on a business or commercial enterprise. 22. CHOICE OF LAW; CONSENT TO VENUE AND fURISDICTION; ACTIONS AGAINST BANK. This Promissory Note shall be governed, construed and interpreted in accordance with the laws of the Conunonwealth of Pennsylvania, even if the Pennsylvania rules goveming conflicts of laws would otherwise require that the laws of another jurisdiction govern this Promissory Note. Borrower consents to the jurisdiction and venue of the courts of any county or city in the Commonwealth of Pennsylvania and to dtc jurisdiction and venue of the United States District Court for the Middle District of Pennsylvania in any action or judicial proceeding brought to enforce, construe or interpret this Promissory Now. Any action brought by Borrower against Bank which is based, directly or indirectly, or in whole or in part, upon this Promissory Note or anv matter related to this Promissory Note shall be brought only in the courts of the Commonwealth of Pennsylvania. 23. UNCONDITIONAL OBLIGATIONS. Borrower's obligations under this Promissory Note shall be the absolute and unconditional duty and obligation of Borrower and shall be independent or any rights of set-oft,, recoupmen[ or counterclaim which Borrower might otherwise have against the holder of this Promissory Note, and Borrower shall pay absolutely the payments of principal, interest, charges, fees and expenses required hereunder, free of any deductions and without abatement, diminution or set-olf 21, AMENDMENTS, NO WAIVER, ETC. This Promissory Note may be amended only by a writing duly executed by Borrower and Bank. No waiver by Bank of any of the provisions of this Promissory Note or any of the rights or remedies of Bank with respect hereto shall be effective or enforceable unless in writing. No indulgence or delay on the part of Bank in exercising any power, privilege or right hereunder or under any other agreement executed by Borrower to Bank: in connection herewith shall operate as a waiver thereof No single or partial exercise of any power, privilege or right shall preclude other or further exercise thereof, or the exercise of any other power, privilege or right. No conduct, custom or course of dealing shall be effective to waive, amend, modify or release this Promissory Note or any of the terns and conditions hereof. This Promissory Note constitutes the complete and exclusive expression of the terms of the agreement between the parties with respect to the subject matter set forth herein, and supersedes all prior or contemporaneous communications between the parties relating to the subject matter of this Promissory Note. 25. OTHER WAIVERS, ETC. In the event Bank has been granted a lien or security interest as collateral for the amounts owed under this Promissory Note by a party other than Borrower ("Other Collateral"), Borrower acknowledges and agrees that the documents evidencing such lien or security interest may modify existing law and modify, waive or explain the rights and duties of the parties therew. To the extent Borrower qualifies as an "obligor" within the meaning of the Uniform Commercial Code-Secured Transactions, as amended ("UCC") or any similar law of any other state or territory with respect to the Other Collateral and, as a result thereof, the IJCC or similar law confers any rights on Borrower or imposes any duties on Bank with respect to Borrower, Borrower agrees that such rights and duties have been modified, waived or explained to the same extent, and in the same manner, that the parry providing the Other Collateral has agreed to modify, waive, or explain its corresponding rights and/or any corresponding duties owed to it by Bank. 26. WAIVER OF JURY TRIAL. Borrower (by execution of this Promissory Note) and Bank (by acceptance of this Promissory Note) agree that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by Borrower or Bank on or with respect to this Promissory Note or which in any way rehires, directly or indirectly, to the obligations of Borrower to Bank under this Promissorv Note, or the dealings of the parties with respect thereto, shall be tried only by a judge and not by jury. Burrower and Bank hereby expressly waive any right to a trial by jury in any such suit, action, or proceeding. Borrower and Bank acknowledge and agree that this provision is a specific and material aspect of the agreement hetween the parties and that Bank would not enter into the transaction with Borrower if this provision were not a part of their agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned execute this Promissory Note under seal, as Borrower, as of the date first written above. WITNE S' (Si cure) (? ?( (Print Name) BORROW E,R.y'/7/?//??./'l1 By:/ _ -- I `' Y - U c l -. -. - ? lSE.4L) Josepph P. Be Individually, and Trading as Bei! Const? , Pennsylvania Sole Proprietorship- _ (Print Name) Address: 3901 Harudale Drive, Suite 110 Camp Hill, Pennsylvania 17011 Telephone Number: (717) 763-9885 Social Security No, 202-46-5190 YS-02068, Nttg Na. 2 EXHIBIT "B" A% Q M&T- Bank Manufacturers and Traders Trust Comcany, 5219 Simpson Ferry Road. Mec; anicsburg, PA 17055 717 697 1515 F+x 717 691 3197 Beil, Joseph dba Beil Consultants ("Applicant") 3901 Hartdale Drive Suite 110 camp Hill, pa 17011 March 31, 2004 Dear Applicant: Congratulations! We are pleased to inform you that your loan application has been approved for a Business Access Line of Credi4 as follows: Atnount: 50,000.00 Interest Rate: Prime +1.50x% Repayment on demand, absent demand, monthly payznems as per starements In addition to the basic terms outlined above, enclosed is the Business Access Line of Credit Agreement (CRB-047 (10;03)) ("Agreement"), which further describes the standard terms and conditions for your loan. Read the agreement carefully. Please indicate your acceptance of this offer and all the terms and conditions contained in the. Agreement by (i) signing below on behalf of the Applicant, and (ii) returning the original counter- signed letter to me at the address above. This offer shall remain open to the Applicant for 14 days from the dare of this letter, at which time, if you have not accepted the offer (by signing and returning this letter, as described above), this offer shall be deemed withdrawn and this letter shall serve as notice that the Applicant's original credit application has been denied If you have any questions, please call me prior to your acceptance or the termination of this offer. Very truly yours. sLff, Barry Sh er Relationship Manager By signing below on behalf of the :application, applicant acknowtedges that it has toad and understands and hereby agrees to be bound by the twrrs and conditions ojl h gttement, and •for value received, and intending -0 be kplly bound. Appileant prornises to my to the order of Manufacturers and-Trader That Compsny(-Bank") all amounts due and owing FDm gate to tirre pursuant to :he terms outlined above and as cortained-f the Avecr(mt..applicant understands that acceptance of tl e Back's aft is not complete until this tetur (properly counter-signed'below) is artvere m described above- By:?,--?e-^.l r1 Mama: _ lJSF Auto Deduct Account Num}x:: Title: 001 Dar: t a,?, CIS ]36?fi8S0YJSr? Bank MST 9y Business Access Line of Credit Agreement Pursuant !o the Business Express Credit Application (or other similar app,ication signed by the Borrower), Borrower and Manufacturers and Traders Trust Company agree to the terns and conditions of this Agreement. 1. Definitions. Each capitalized term shall have the meaning specified herein and the following terms shall have the indicated meanings: a. -Accounr means the business-purpose line of credit established in Borrower's name, as described in the Approval Letter. b. "Account Balance" means the total of Loans, Annual Fees, late charges. over-the-limit charges, stop payment charges, interest. finance charges and any other amounts posted to and owing under the Account or this Agreement. c. -Agreement means, collectively, this Business Access Line of Credit Agreement. as it may be amended or replaced from time to time, together with the terns and conditions in the Application and Approval Letter. d. '.applicable Rate' means the rate equal to the Banks prime rate of interest ('Prime"), plus the applicable number of percentage points set !cnh in me Approval Letter. Any change in the Bank's prime rate shalt be effective on the first day of your Bitting Period occurring in the calendar quarter after such change occurs. e. 'Application' means the Business Express Credit Application (or other similar application) you submitted to us in connection with your request for a business-ourpose tine of credit. The text of the Application is incorporated herein by reference. All capitalized terms not otherwise defined herein have the meanings specified in the Application. I. '4ooroval Letter' means the letter we send to you notifying you that your Application has been approved, in whole or in part, and setting form the basic terms of the Account and any other approved financial accommodations. The terms of the Approval Letter are incorporated herein by reference. g. 'Blfing Period means any period of approximately one month, at :he end of which we compute the amount to be billed under your Account. h. 'Checking Account' means the commercial checking or NOW account yon maintain with ds4rhich you requested, in your Application, be linked to me Account for overdraft protection. 1. 'Credit Line" means the maximum principal amount available under your Account, which will initially be the amount set forth in he Approval Lsrer with respect to the Account, but which may thereafter be adusted by %he Bank in its sole discretion, without prior notice to Borrower. j. "Line of Credit Check" means any direct loan check that is issued by the Bank for use with your Account, k. "Loan" means any amount of credit obtained under your Account oy any authorized means, including, without timitation, by a Line of Crech Check or by any other means descrlbed below in the section entitled "Loans", and posted to and owing under your Account. 1. ",Minimum Repayment Fraction" means 1/36 of the outstanding principal amount of ail Loans at the end of the last day any Loan was posted to your Account before the end of a Billing Period. m.'Periodic Rate' means the Applicable Rate in effect on the day of calculation, divided by 355. '^Ne','us'. "our", "ours" and "Bank' means Manufacturers and Traders Trust Company, a New York banking corporation with its principal bank- ing office at One M 3 T Plaza. Buffalo, NY 14240. Attention: Office of General Counsel. o. "You', 'our' and 'Borrower' means the party identified as the Applicant in the .application. 2. Credit Line. Subject to the terms and conditions of this agreement, the Bank may make Loans to you at any time and from time to time on and after the date you accept this Agreement in the aggregate principal amount up to but not exceeding the Credit Une. The Bank snail notify the Borrower as to the amount of the Credit Line from time to time. 3. Promise to Pay. Borrower promises to repay to the Bank the Account Balance UPON DEMAND. You can pay your Account Balance in full at any time without penalty. All payments must be in United States funds. Absent demand. Borrower may borrow, repay and re-borrow up to the maximum amoLm of cite Credit Une, all in accordance with the terms and conditions of this Agreement. 4. Loans. Eerrower may request a Loan by using a Line of Credit Check, using an M&T Bank ATM card cr Business Check card linked :o your Account, together with your P!N, at any Bank electronic facilities, using M&T Web Banking for Business or by using any other efecmnic means. All Loans are discretionary. If the Checking Account is tied to your Account for overdraft protection, you authorize us to make a Loan and deposit it into the Checking Acceunt. without notice to you or your consent, if (1) an item is presented against the Checking Account (including, without limitation, checks, fees or services charges) or you withdraw funds or make a transfer from such Checking Account and (ii) the available funds in such Checking Account are not sufficient to pay such item or make the withdrawal or transfer. The amourn of such overdraft Loan shall not be less than the difference between p) the amount of available funds in the Checking Account and a the amount necessary to pay the item presented against the Checking Account or to effectuate the Withdrawal or transfer. You waive protest, presentment and notice of any kind in connection with this Agreement. A Loan is considered made on the date we post it to the Account. You agree not to request a Loan: (i) which would cause your Account Balance to exceed the Credit Une: or (i1 as a payment on what you owe to the Bank on the Account or on any other indebtedness from you to the Bank or any of our affiliates existing now or coming into existence in the future. If the Bank should make any Loan in excess of the Credit Line, such excess Loan shall not be oeemed to constitute an increase in the Credit Line and such excess Loan shall be due and payable UPON DEMAND. 6. Payments. Borrower may repay the Account Balance without premium or penalty in whole or in part from time to time. Absent demand for repay- ment in full, you shall pay, by the due date shown on any statement for your Account, at least the minimum payment shown on the statement ("Minimum Payment"). The Minimum Payment will be the total of: a. The greater of (i) the Minimum Repayment Frac:icn, orrmi) the lesser of (a) S10 or (b) the outstanding principal amount of all Loans at the end of the Silting Period: 02= Manufacturers are rraaem Tnmst Cwwny 1 CR5-047 t:= b. All charges for annual fees, late chargt -ver-the-limit charges, stop payment charges. chap or unpaid checks, dishonored check charges, Expenses, and Interest finance charges posted to your Account during the Billing Period; and c. The Minimum Payment shown on the preceding statement for your Account to the extent that it remains unpaid at the and of the Billing Period. Inclusion in the Minimum Payment of his item (c) will not give you any additional time to make such payment and it will remain immeolatety due. Paying more than the Minimum Payment will not relieve you of the obligation to pay any Minimum Payment shown on any future state. ments for your Account. Borrower hereby authorizes and directs the Bank to automatically charge and deduct. tram the Checking Account or any other such account at Borrower maintained at any office of the Bank ("Auto-Deduct Account'), the Minimum Payment and other charges due from time to time under the terms of this Agreement. Borrower acknowledges and understands that the act of charging, paying and/or deducting the Minimum Payment each month does not in anyway compromise the demand nature of the Account Balance, nor any other rights of the Bank under this Agreement b. Default Rate. If you fail to pay any amount under this Agreement when due, we may in our sole discretion. increase the Applicable Rate to an annual rte equal to 5 percentage points per year above the Applicable Rate, notwithstanding any otherwise applicable Rate Reduction (defined below) (the'Uefaud Pate% and any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. The maximum interest rate charged under your Account shall in no event exceed the maximum rate permitted by appli- cable law (the 'Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Agreement from exceeding the Maximum Legal Rate, any amount that would be treateo as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled. and, if received by us, shall be refunded to you. 7. Finance Charges. a Accrual of FrWce Charges. Finance charges will begin to accrue on any amount included in your Account Balance on the day it is posted to your Account. b. Computation of Finance Charges. The finance charge will be calculated as follows: I. Each day in he i3 ION Period, we will start with your Account Balance at the beginning of that day. We will add to it all Loans posted to your Account that day and subtract from it all payments and credits posted to your Account that day and all charges for :annual Fees, late charges. over-the-limit charges, charges far unpaid Line of Credit Chadds, dishonored check charges and finance charges induced in your Account Balance after the application of the payments ana credits to your Account Balance. The result will be the total of Leans included In your Account Balance for that day. , ii. Each day in the Billing Period, we will multiply the total of Loans indudad in your Account Balance for that day by the Periodic Rate in effect on that day for Loans. The result will be the finance charge for Loans for oat day. III. We will add up the finance charges for Loans for ail the days in the billing Period. if your account also acts as an overdraft fine of credit for a Checking Account. included among the finance charges will be a Loan service charge for advances made to prevent overdrawing your checking a=unt which will be 51.00 for each such overdraft Loan posted to your AccourL We may change the overdraft charge from time !o time in our sole discretion. c. Interest Rate Reduction. After the six month anniversary of the creation of the Account, the Applicable Rate shall be reduced by Oa percentage points (-Rate Reduction"), until the occurrence of one or more of the following events (each; a'Termination Event"): () the average available daily balance in the Auto-Deduct Account during the first six months of the Account, or curing any six month period thereafter, fails below 5.0,000: (50) automatic dcxruc:ien of Minimum Payments from the Auto-Deduct Account is terminated, suspended or modified for any reason whatsoever, including, withcut limitation, the dosing of the Auto-Deduc: Account or the revocation of your authorization for the automatic deducicn; (51) you fail to pay when due (whether upon demand, by ac :eleradon or otherwise) any amount due under this Agreement or you otherwise default on your obligations under this Agreement or any other agreement with us or any of our affiliates; or (fv) you commence, or have commenced against you, any proceeding or request for relief under any bankruptcy, insolvency or similar laws now or hereafter in effect in the United States of America, or any state or territory thereof, or any foreign jurisdiction, or any formal or informal proceeding for the dissolution or liquidation of, set- tlement of claims against or winding up of your affairs. Upon the occurrence of any Termination Event, the Rate Reduction shall automatically terminate without further notice to you, and interest shall thereafter accrue at the Applicable Rate. As described above, any Default Rate shall be calculated based on the Applicable Rate, without the benefit of the Rate Reduction. Our failure to immediately terminate the Rate Realcron upon the eccurrence of any Termination Event snail not be deemed a waiver of our right to do so. nor of your obligation to pay interest at the Applicable Rate (or Defaut Rate, it applicable) from the date of the Termination Event, even if payments calculated using the Rate Reduction are acceptea by us after the Termination Event. Fees, Charges and Expenses. You agree to pay ON DEMAND (7 all applicable fees and charges as set forth below and as may be amended from time to time at our sole discretion, and (11) the Expenses as defined below: a. Annual Fee. You will pay a non-retundable Annual Fee of 5250.00. This is a fee for the convenience of having your Account and Coes not entitle you 'a any assurance of having a specifea amount of credit avaiiabie under your Aunt for a specified period of time. This fee will be billed to your Account upon the creation of the Account. and each year thereafter, as !cng as your Account remains open, whether or rot credit is ociained unaer your Account. b. Late Charges. If the minimum payment shown on any statement for your Account is overdue for 10 or more days, you must pay a fate charge which shall be either of the following as we may select in our discretion O S20 or (ii) of such minimum payment shown on a statement for your Account. c. Over-the-Lind Charges. If your Account Balance excee^,s your Credit Line at any time during any Billing Period, you must pay an over-the-limit charge of S20 for the Baling Period. d. Stop ?ayment Charges. You will pay a stop payment charge of S20 fcr each stop payment order we process at your request, as zescribed below in a later section of this Agreement, e. Charges for Unpaid Line of Credit Checks. For each Line of Credit Check that we do not pay because you are in violation of, or our paying hat tine of Creeit Check would cause you to Ce in violation of, any provision of this Agreement, you must pay a charge of S20 for that Line of Credft Check. 22003 rdaaufs=rers and Traders it st C:rnpany 2 cae:.47 nth t. Dishonored Check Charges. It you use a check to pay any amount owing under your Account and the chock is not paid, you must pay a dishonored check charge not in excess of the amount permitted by applicable law. g. Expenses. You shall pay on demand, all costs and expenses incurred by us from time to time with regard to this Agreement (inducing without limitation attomeys' fees and disbursements whether for Internal or outside counsel), negotiating or documenting a workout or restructuring, or preserving Its rights or realizing upon any guaranty or other security for the payment due under this Agreement ("Expenses'). 9. Application and Crediting of Payments. a Application of Payments. Payments may be applied in any order in our sole discretion but, prior to demand, we will apply any payment post- ed to your Account during any Billing Period to your Account Balance at the beginning of the Billing Period in the following order. (1) finance charges for Loans, (2) charges for unpaid Line of Credit Checks and dishonored check charges, (3) annual fees, (4) late charges, over-the limit charges, and stop payment charges, (5) Loans-included in the Minimum Payment shown on the statement for your Account for the pre- ceding Billing Period, (6) total Loans sham on the statement for your Account for the preceding Billing Period. and (7) new Loans. b. Crediting. Except to the extent required by applicable law, any payment we receive for application to your Account Balance need not be post- ed to your Aaoum or considered to have been made until the fifth day after the date we receive it unless it is (1) made in United States funds, in rash or by account-specific check or money order payable to the order of the Bank and delivered in person, (2) accompanied by a pay- ment stub for your Account and (3) received by us at the payment address set forth on your statement or at arty branch office of the Bank 10. Proceeds of Loan. The proceeds of the Loans shall be used solely for business or commercial purposes of Borrower and specifically not for invest- Ing in or futancng the purchase of 'margin stuck' as such term or terms of similar purport and effect shall be defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System. as may now anc from time co time hereafter be in effect. Borrower specifically represents and warrants 'o the Bank that it is not engaged principally, or as one of its important activities. the business of extending credit for the purpose of purchasing or carrying margin stock and that no part of the proceeds of any Loan will be used for any purpose which violates or which is inconsis,ent with the provisions of Regulation X promulgated by said Board of Governors. It requested by the Bank. Borrower will furnish to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in said Regulation U and to the foregoing effect 11. Representations, Warranties and Covenants. You hereby represent, warrant and covenant, so long as your Account remains in effect and there remains outstanding and unpaid any Account Balance, as follows: The Loan proceeds shall be used only for a business or commercial purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (I) duly organized and existing and in good stano- ing under the laws of the jurisdiction in which it was formed, (f) duly qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has -Vw power and authority to own each of its assets and to use them as contemplated now or in the future. The acts of applying for and accepting the Account (f) are in furtherance of Borrower's purposes and within its power ano authority; (11) do not violate (A) any law or judgment or order of court or other governmental authority or of any arbitrator or (6) Borrower's governing documents; (iii) do not constitute a default under any agreement binding on Borrower, or result in alien on any assets of Borrower, and (iv) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts Its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law. including, without limitation, environmental laws. All approvals, inducing without limitation, peirnits, licenses. registrations and notices (the 'Approvals') necessary to the conduct of Borrower's business and for Borrower's acceptance of the Account have been duly obtained and are in full force and effect without default by Borrower. Borrower shall provide to the Bank upon request, in form and number of copies satisfactory to the Bank. within 90 days after the end of each fiscal year of Borrower, copies of Borrower's year-end tax returns and statements of income, cash flows and the financial position and balance sheet of Borrower as of the fiscal year end, each prepared and reviewed in accordance with generally accepted accounting principles by an independent certified public accountant acceptable to the Bank, and each in reasonable detaii and certified by an officer or member of Borrower to present fairly the results of Borrower's operations and cash flows and its financial position, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time, Borrower shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Sorrowees premises. (B) examine, audit, copy and extract from Borrower's records and (C) discuss Borrower's or its affiliates' business, operations, assets or condition (financial or other) with its responsible officers and independent accountants. Borrower will maintain a system of accounting and reserves in accordance with generally accept- ed a=unting principles, has filed and will file each tax return required of it and, except as disclosed in an attached schedule, has paid ano will pay when due each tax, assessment, fee and penalty imposed by any taxing authority upon Borrower or any of its assets or income, as wed as all amounts owed to mechanics. maienafinen, landlords, suppliers and the tike in the ordinary course of business. There is no pending or :hreatenea claim, investigation or other legal proceeding or judgment or order of any court or other governmental authority or amitrator (each an -Action') wrier involves Borrower or its assets and might have a material adverse effect upon Borrower or threaten the validity of Borrower's acceptance of The Aunt and any Loans pursuant thereto, and the terns thereof. Borrower will immediately notify the Bank in writing upon acquiring knrnvfedge of any such Action. Borrower will immediately notify the Bank in writing (I) of any change.in its name. organizational structure or address, an oof the occurrence of arty Went of Default. ("ui) of any material change in Borrower's ownership or management and liv) of any material adverse change in Borrower's ability co repay the Loans. Until the Obligations are paid in full, Borrower shall not without the prior written consent of the Bank 0 sell or otherwise dispose of substantially all of its assets, () acquire substantially all of the assets of another entity, (Iii) participate in any merger, consoli- dation or other absorption or (iv) agree to do any of these things. 12 Bank Records Condusive. We will maintain on computer, the date and original principal amount of each Loan and your Account Balance. The Account Balance so maintained shall be presumptive evidence of the Account Balance under this Agreement. No failure by the Bank to make, and no error by the Bank in making, any annotation on any such computer shall affect your obligation to pay the Account Balance or any other obligation hereunder. 13. Setoff. In addition to the right to charge the Auto-Deduct Account for the amount of the Minimum Payment as set forth above, the Bank shall have the rignt to set off against the amounts owing under your Account any property held In a deposit or other account with us or any of our affiliates or otherwise owing by us or any of our affiliates in any capacity to you. Such set-off shall be deemed to have been exercised immediately at the time )he Bank or such affiliate elec's to do so. 14. Cancellation, Modification, Suspension or Other Limitation. You may cancel your Account at any time by notifying us in writing. The Cancella- tion will not take effect until we receive the notice and have a reasonable time to ac on it. The Account Is available subject to our continuing review and right of cancellation, modification, suspension or other limitation at any lime and for any reason without any notice to you. The cancellation, modification, suspension or other limitation wili take effect immediately unless we decide othervfse in our sole discretion. If you cancel your Account 02003 Ma'7ufacarrers and Tracers Tnut Compny 3 CPS-7,47 tto.Ytlh or learn that we have canceled it, you must stop using it. prohibit further t.se of it and return to us aft unused Line of Credit Checks. if you team that we have suspended your Account, you must stop using it and prohibit further use of it. If you learn that we have placed any other limitation on your Account, you must use it only In accordance with that limitation and prohibit its use except in accordance with that ;imitation. Cancellation of your Account by you or cancellation, modification. suspension or other Imitation of your Account by us will not affect any of your obligations under this Agreement. AN agreements, covenants, representations and warranties made in the Agreement shall survive the execution and delivery of this Agreement. and the making and renewal of the Loans. and shall contirue in full force and effect until Account has been terminated and all the Account Salances are been paid In full. 15. Line of Credit Checks Our Property. Each Line of Credit Check is and will remain our property and, upon our request, must be returned to us. 16. Statements, Lost Line of Credit Checks. Any statement for your Account will be sent to your current mailing address shown in our records concerning your Account. Any notice you send us concerning any loss, theft or possible unauthorized use of any line of Credit Check must be sent to tit&T Bank, P.O. Box 1303 Buffalo. New York 14240-1091. 17. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duty given if delivered to Borrower (at its address on the Bank's records) or to the Bank (at its address on the Approval Letter and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (I) by personal delivery and shall be deemed effective when delivered, or a by mail or courier and shall be deemed effective three (3) business days after deposit in an otttcal depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight couner service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Bank. No notice provided to Borrower shall entitle Borrower to any other or further notice in other or similar circumstances unless expressly provided for herein, 18. Slopping Payment of Line of Credit Check. You can order us not to pay any Line of Credit Check even lithe Line of Credit Check was signed by someone else. We will not have to follow the order unless it includes () your Account number, (f) the exact amount, date and number (it any) of the Line of Cmcit Check, (51) the name, exactly as it appears on the Line of Credit Check. of everyone to whose order the line of Credit Check is payable and (iv) the name, exactly as it appears on the Line of Credit Check, of the person who signed the line of Credit Check. We will not have to follow the order until we have a reasonable time to record it against your Account. You will be charged a fee, as described above, for east order that we process. We can, but we will not have to, treat more than three orders not to pay a Line of Credit Check as effective at any time. You can cancel any order not to pay a Line of Credit Check even if the order was given by someone else. We will not have to follow the cancellation unless it is in writing and until we have had a reasonable time to record it against your Account. We will in good faith try (I) not to pay any line of Credit Check that we have been property ordered not to pay and (if) to pay any Line 4 Credit Check for'which an order not to pay has been property can- celed. We may be responsible only if we fail to exercise ordinary care to (t) avoid paying any Line of Credit Check that we have been property ordered not to pay or (0) follow the proper cancellation of any order not to pay a Line of Credit Check. We will have exercised that ordinary care if (i) we ac, in good faith. (III we have a reasonable system for communicating orders of that type and cancellation of orders of that type to our employees and agents who would be likely to receive the Une of Credit Check and (lit) we reasonably follow the system as a matter of routine. 19. Changes. Except as set forth below, no change in this Agreement or waiver of any right or remedy hereunder can be made except in a writing signed by us. No course of dealing or other conduct, no oral agreement or representation made by us, Bank, and no usage of trade, shall operate as a waiver of any right or remedy of the Bank. No waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by the Bank Except to the extent prohibited by applicable law, from time to time in our sole discretion we can change (i) any term of this Agreement, (if) any aspect of your Account and (li) any fee or other charge applicable to your Account including, without limitation, the Annual Fee, the Late Charges, the Over-the Limit Charges, the Stop Payment Charges and the Dishonored Check Charges. In connection with any changes due to operational and technological changes or changes in law, such change shall be effective immediately, Any other changes shall be effective ten (10) days after notice is given. Your use of the Credit Line after being provided with notice of any change shall be deemed acceptance of the terms and conditions of such change. 20. Miscellaneous. IM5 Agreement (together with any related documents) ccmains the entire agreement between you and the Hank with respect to the Agreement, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by us. All rights and remedies of the Bank under applicable taw and this Agreement or amendment of any provision of this Agreement are cumulative and not exclusive. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude the subsequent exercise by the Bank at any time of any right or remedy of the Bank without notice. You agree that in any legal proceeding, a copy of this Agreement kept in the Bank's course of business may be adrtutted into evidence as an original. This Agreement is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns, except that Borrower may not transfer or assign any of its rights or interest hereunder with the prior written consent of the Bank. If a court deems any provision of this Agreement invalid, the remainder of the Agreement shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. 21. Joint and Several. If there is more than one Borrower, each of them snail be jointly and severally liable for all amounts which become due under this Agreement and the tern "Borrower, you' and your" shall include each as well as all of them. 22. Governing Law; Jurisdiction. This Agreement has been delivered to and atxxpled by the Bank and will be deemed to be made in the State of New Yortt. This Agreement will be interpreted in accordance with the laws of the State of New York excluding its conrTc, of laws rules. Borrower here- by Irrnvocabty consents to the exclusive jurisdiction of any state or federal court In New York State where the Bank maintains a branch and con- sents that the Bank may effect any service of process In the manner and at Borrower's address set forth above for providing notice or demand; pro- vided that nothing contained In this Agreement will prevent the Bank from bringing arty action, enforcing any award or judgment or exercising any rights against Borrower individually, against any security or against any property of Borrower within any other county, state or other foreign or domestic Jurisdiction. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank ane Borrower. Borrower -waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement. 23. Waiver of Jury That. You and the Bank hereby knowfngty, voluntarily, and Intentionally waive any right to trial by jury you and the Bank may have In arty action or proceeding, in law or in equity, In connection with this Agreement or the transactions related hereto. You represent and warrant that no representative or agent of the Bank has represented, expressly or otherwise, that the Bank will not, in the event of litigation, seek to enforce this jury trial waiver. You Acknowledge that the Sank has been induced to enter into this Agreement by, among other things, the provisions of this Section. C20M r.1&nufacauers ante Tracers Tout Comparrl 4 CA3.;+7 ittumt EXHIBIT "C" Mar-29-2006 14:55 From-PREMIER ABSTRACT M&TB tAtlltNtCMKtft snd Trtdt"n Trutt Wmptn +243 3390 OPEN-END MORTGAGE Pennsylvania I hereby certify that the address of the Mortgagee is, Record and Return to: Manufacturers and Traders Trust Company One M S T Plaza Buffalo, New York 14240 Attn: General Counsel's Office On behalf of Mbrtgagee - THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES UP TO A MAXIMUM PRINCIPAL AMOUNT OF $82,956.09 PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS AS DESCRIBED IN 42.PA. C.S.A_ §8143 T-506 P.002/019 F-T68 MST BANK Collateral and Documentation Department P.O. Box 1358 Buffalo, NY 14240 THIS MORTGAGE (this "MortSage'l dated November , 2005, is made by JOSEPH P_ BEIL, whose address is 4 Briargate Road, Mechanicsburg, Pennsylvania 17050 (the "Mortgagor") in favor of MANUFACTURERS AND TRADERS TRUST COMPANY (the "Bank"), a New York banking corporation with banking offices at One M 8, T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel A. Obligations Secured. This Mortgage is executed, acknowledged and delivered by the Mortgagor to secure and enforce the following obligations and liabilities: 1. Present and Future Obligations. ANY AND ALL PRESENT AND FUTURE OBLIGATIONS AND INDEBTEDNESS OF EVERY KIND AND DESCRIPTION OF THE MORTGAGOR (OR ANY OBLIGOR) TO THE BANK OR ANY AFFILIATE (as herein defined), including (1) all sums due under the Loan Documents (as herein defined) in connection with financial accommodations in the principal amount of up to Eighty Two Thousand Nine Hundred Fifty Six Dollars and 06/180 ($82,956.09); (li) any amounts now or hereafter due and owing from the Mortgagor (or Obligor) to the Bank arising from or In connection with any interest rate swap agreement, now existing or hereafter entered Into between the Mortgagor (or Obligor) and the Bank, and any costs incurred by the Bank in connection therewith, Including, without limitation, any interest, expenses, fees, penalties or other charges associated with any obligations undertaken by the Bank to hedge or offset the Bank's obligations pursuant to such swap agreement, or the termination of any such obligations; and (iii) any other indebtedness and obligations for the payment of money now existing or arising in the future, direct or indirect, absolute or contingent (including those arising by operation of law), due or to become due, contractual or tortious, liquidated or unliquidated, now or hereafter owing by the Mortgagor or any Obligor to the Bank, or Its successors or assigns, or its Affiliates, whether or not allowed as a claim against the Mortgagor in bankruptcy, all extensions, renewals, refinancings, modifications and replacements and all interest and related charges, and reinstated Obligations, fees, late fees, expenses, attorneys' fees and costs or allocated fees and costs of o nAanubduron wa Tndm Trvq C^+PeY• Z90a Ct.D•i7;-PA (111") gK 19 2 9 r? 14 433 1 Mar-29-2006 14:55 From-PREMIER ABSTRACT +243 3390 T-506 P.003/019 F-768 the Bank's In-house legal counsel, that have been or may hereafter be contracted or Incurred (collectively, the "Obligations"): and 2. Performance; Loan Documents. The performance of all of the terms, covenants, conditions, agreements, obligations and liabilities of the Mortgagor or any Obligor under this Mortgage or any and all credit accommodations, loan agreements, notes, guaranties and any other agreements and documents, now or hereafter existing, creating, evidencing, guarantying, securing or relating to any or all of the Obligations, together with all amendments, modifications, substitutions, renewals or extensions thereof (all of the foregoing collectively referred to as the "Loan aoeurnents"). The Obligations secured by this Mortgage were obtained solely for the purpose of carrying on or acquiring a business or commercial investment and not for residential, consumer or household purposes. If the Obligations are residential, consumer or household in nature, then the Confession of Judgment in Paragraph L(3) is not applicable. This Mortgage secures payment of any and all of the Obligations, but the maximum principal amount of the Indebtedness secured, or which by any contingency may be secured hereby, is the amount first stated above and if the amount of the Obligations outstanding at any time exceeds said maximum amount secured, all payments in reduction of the Obligations shall be applied first to such excess not secured hereby and the lien of this Mortgage shall continue until all Obligations secured hereby, including outstanding contingent liabilities, if any, are finally and irrevocably paid In full. B_ Den ns. As used herein, the following terms shall have the following meanings: 1. Affiliate. The term 'Affiliate" means M&T Bank Corporation and any of its direct and indirect affiliates and subsidiaries, 2. Obligor. The term "Obligor" means the Mortgagor and each and every other maker, endorser, guarantor or surety of or for the Obligations, and any other party granting a security interest or other lien or encumbrance on any of its property to secure the Obligations. 3. Uniform Commercial Code. The term "Uniform Commercial Code" means the Uniform Commercial Code as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time. C. rant of odgage. To secure the payment and performance of all Obligations, the Mortgagor hereby mortgages, grants, conveys and assigns to the Bank, and grants to the Bank a lien on and a security interest in, all of the land, buildings, Improvements, fixtures, equipment, easements, rights, appurtenances, leases, rents, contract rights and all of the following property, whether presently in existence or to come into existence at some future time (collectively, the "Mortgaged Property"): 1. Real Property. Street Address: _ 4 Briarnate R9 8d, MechanLcsbU Municipality/County/State: Silver Spring Town hio Cumberland County, Pennsylvania Tax Lot and BloddParcel ID No.: 18-23-0571-037 Deed Book: _ 246 Page: 424 as more fully described in the attached Schedule A, together with all buildings, structures and improvements of every kind erected thereon (the "Real Property"); 2. Fixtures; Leases; Estates, etc. All fixtures, machinery, equipment and other articles of real, personal or mixed property attached to, situate or installed in or upon, or used in the operation or maintenance of, the Real Property or any plant or business situated thereon, whether or not such real, personal or mixed property is or shall be affixed to the Real Property, and all replacements, substitutions, accretions and proceeds of the foregoing (collectively, "Fixtures"). All leases, licenses, occupancy agreements or agreements to lease all or any part of the Real Property and all extensions, renewals, amendments, and CLS-17,vrA r? (? l iGJ (` `'4 1 4 Z o eR..nM1w..+..,,e 7r.dw, Trent Co1?My. 7oM 7 4 Mar-29-2006 14:55 From-PREMIER ABSTRACT +243 3390 T-506 P.004/019 F-766 modifications thereof, and any options, rights of first refusal or guarantees relating thereto (collectively, "gases"); all rents, income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, awards and payments of any kind payable under the leases or otherwise arising from the Real Property (collectively, the "Income"); all contract rights, accounts, investment property and general intangibles relating to the Real Property or the use, occupancy, maintenance, construction, repair or operation thereof; all management agreements, franchise agreements, utility agreements and deposits, all maps, plans, surveys and specifications; all warranties and guaranties; all permits, licenses and approvals; all insurance policies. All estates, rights, tenements, hereditaments, privileges, easements, and appurtenances of any kind benefiting the Real Property; all means of access to and from the Real Property, whether public or private; all water and mineral rights; all rights of the Mortgagor as grantor, declarant or unit owner under any condominium master deed, declaration or by-laws or in any association applicable to the Real Property; and 3. Proceeds. All "Proceeds' of any of the above-described property, which term shall have the meaning given to it in the Uniform Commercial Code and shall additionally include whatever is received upon the use, lease, sale, exchange, collection, or other utilization or any disposition of any of the foregoing property, voluntary or involuntary, whether cash or non-cash, including proceeds of insurance and condemnation awards, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment and inventory. D. Extent and Priority of Lion of Mortaade. 1. Purchase Money Mortgage. If all or any part of the Obligations secured by this Mortgage were used in whole or in part to fund the acquisition of all or any part of the Mortgaged Property, this Mortgage shall constitute a purchase money mortgage and shall be entitled to all benefits as such under applicable laws of the state in which the Mortgaged Property is located- 2. Open-End Mortgage. This Mortgage secures all existing and future advances and readvances under the Loan Documents all of which shall be entitled to the lien priority and benefits of an Open-End Mortgage under 42 Pa. C.S.A. §8143, as it may be amended from time to time, (the "Open-End AAortgage Statute"). Without limiting anything contained In any provision of this Mortgage, this Mortgage secures the Mortgagor's obligation to repay all advances and readvances of principal under the Obligations made at closing or thereafter and all interest, late charges, fees, and other amounts due under the Obligations or this Mortgage, and in addition thereto, (I) all advances by the Bank to the Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, and completion of any part of any improvements situated on the Mortgaged Property; (ii) any and all advances made or costs incurred by the Bank for the payment of taxes, assessments, maintenance charges, insurance premiums, and similar charges with respect to the Mortgaged Property; (iii) any and all costs incurred for the protection of all or any part of the Mortgaged Property or the lien of this Mortgage; and (iv) any and all legal fees, costs, and other expenses incurred by the Bank by reason of any default or otherwise in connection with the Obligations. 3. Industrial Plant Mortgage. This Mortgage is intended to be an industrial plant mortgage within the broadest interpretation of the "industrial plant mortgage doctrine" under the laws of the Commonwealth of Pennsylvania. 4. Changes in Mortgage. The Mortgagor and the Bank may agree to change the interest rate or the maturity date applicable to the Obligations, release collateral for the Obligations or otherwise alter any other term of the Loan Documents; none of such changes shall affect the priority of the lien on this Mortgage. 5. Defeasance. This Mortgage shall terminate upon indefeasible payment and performance in full of the Obligations. Thereupon, the Bank shall release the Mortgaged Property and shall execute at the request of the Mortgagor a release of this Mortgage and any other instrument to that effect deemed necessary or desirable. CL12-171-PA (111W) r 3 D KU-A-- -d Ttwd"/ T- C-OPW, "0-nil Dh 1929'v443 Mar-29-2006 14:56 From-PREMIER ABSTRACT +243 3390 T-506 P.005/019 F-768 E. Assignment of..Loanss. The Mortgagor hereby assigns and pledges to the Bank, as further security for the payment of the Obligations, alt existing and future Leases and Income. The Mortgagor shall. upon demand, deliver to the Bank the original or an executed copy off each such Lease. The Mortgagor grants to the Bank the right to () enter the Mortgaged Property and collect the Income with or without taking possession of the Mortgaged Property; (H) with or without legal process, dispossess by usual summary proceeding any tenant defaulting in the performance of its obligations under its lease; (iii) let the Mortgaged Property or any part thereof; and (iv) apply the Income to the payment of any charges and expenses of the Mortgaged Property or to the repayment of the Obligations in such order and amounts as the Bank shall determine in its sole discretion. This assignment shall continue in effect until this Mortgage is paid in full and discharged of record; however, so long as there shall exist no Event of Default (hereinafter defined), the Mortgagor shau have a license to collect the Income as it becomes due, but not prior to accrual. Without the prior written consent of the Bank, the Mortgagor shall not enter into, or amend, modify or terminate, any Lease of the Mortgaged Property. If the Mortgagor requests the Bank's consent pursuant hereto, but if the Bank does not respond to such request within ten (10) business days of receipt by the Bank of the request, the Bank's consent shall be deemed to have been given. The Mortgagor shall not collect any of the rent from the Mortgaged Property in advance of the time when the same shall become due under any lease or tenancy arrangement or, in any event, more than one (1) month in advance. The provisions of this Paragraph are for the sole benefit of the Bank and are not for the benefit of any other person or entity. F. Security Agreement. This Mortgage constitutes a security agreement under the Uniform Commercial Code and shall be deemed to constitute a financing statement. The Mortgagor hereby grants to the Bank a security interest in all equipment and fixtures and other personal property included in the Mortgaged Property, whether now owned or hereafter acquired, and all replacements of, substitutions for, and additions to, such property, and the Proceeds thereof. The Mortgagor shall, at the Mortgagor's own expense, execute, deliver, and file any financing or continuation statements or other security agreements the Bank may requim from time to time, to perfect, confirm, and maintain the lien of this Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby irrevocably appoints the Bank (and any of its attorneys, officers, employeees or agents) as the Mortgagors true and lawful attorney-in-fact, said appointment being coupled with an interest, with full power of substitution in the name of the Mortgagor, the Bank or otherwise, for the sole use and benefit of the Bank in its sole discretion but at the Mortgagor's expense, to exercise to the extent permitted by law, in its name or in the name of the Mortgagor or otherwise, the powers set forth herein, whether or not any of the Obligations are due (i) to execute, deliver or file financing statements and other agreements for or on behalf of the Mortgagor, (ii) to notify lessees under any tease of the Bank's interest therein and require such lessees to pay all sums due thereunder to the Bank; and (fii) to correspond and negotiate directly with insurance carriers- G. Repre entationg gnd Covenapta. 1. Payment and Performance. The Mortgagor shall pay and perform promptly as and when due (i) the Obligations in accordance with their stated terns and conditions; (i) all obligations and liabf6ties under any Permitted Encumbrances (hereinafter defined); and (iii) all of its obligations as landlord under the Leases. 2. Warranty of Title. The Mortgagor warrants to the Bank that the Mortgagor has good and marketable fee simple absolute title to the Mortgaged Property subject only to those exceptions to title which are more particularly described in the title report issued to the Bank and which exceptions are accepted by the Bank in connection with this transaction (the "Permltted Sneurnbrances'l. The Mortgagor hereby covenants that the Mortgagor shall (i) preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to the Bank against all lawful claims whatsoever excepting only those claiming under Permitted Encumbrances; and (if) execute, acknowledge, and deliver all such further documents or assurances, cause to Ise done ap such further acts as may at any time hereafter be required by the Bank to protect fully the lien of this Mortgage and pay all coats related thereto. 3. Insurance. The Mortgagor hereby covenants to obtain and maintain at all times, throughout the term of this Mortgage, insurance covering the Mortgaged Property, in such amounts, on such forms and written by such companies, as the Bank may require from time to time, including () comprehensive general CLD-17?PA 11 W04) 3 6 4 C Manufsq,n -JTftAm T-C-4-Y.2D0a SKl929?'??T? Mar-29-2006 14:56 From-PREMIER ABSTRACT +243 3390 T-506 P.006/019 F-766 public liability insurance; (IQ an 'All-Risk" policy covering damage due to fire and extended hazard insurance (together with vandalism and malicious mischief endorsements); (iii) if the Mortgaged Property is required or eligible to be insured pursuant to the flood Disaster Protection Act of 1073 or the National Flood Insurance Act of 1968, flood Insurance; and (iv) business interruption or rental loan coverage. Each insurance policy required under this Paragraph shall be written or endorsed so as to (i) contain a standard mortgagee or lender's loss payable endorsement, as the case may be, or its equivalent; (0) make all losses and all returns of unearned premiums payable directly to the Bank, without contribution; (iii) with respect to public liability coverage, name the Bank as an additional insured, as its interest may appear, and (iv) waive all rights of set off, counterclalm, deduction, or subrogation against the Mortgagor (so as not to interfere with the Bank's rights). Each insurance policy required under this Paragraph shat contain a provision to the effect that such policy shall not be canceled, altered, in any way limited in coverage, or reduced in amount unless the Bank is notified in writing at least thirty (30) days' prior to such change- At least thirty (30) days prior to the expiration of any such policy, the Mortgagor shall furnish evidence satisfactory to the Bank that such policy has been renewed, replaced, or is no longer required by this Paragraph, together with proof of payment of any premiums then owing. At the request of the Bank, the Mortgagor shall deliver all original insurance policies to the Bank. The Mortgagor shall not take out any separate or additional insurance with respect to the Mortgaged Property which is contributing in the event of loss, unless it Is properly compatible with all of the requirements of this Paragraph. 4. Taxes and Other Charges, The Mortgagor shall prepare and timely file all federal, state, and local tax returns required to be filed by the Mortgagor and promptly pay and discharge all taxes, assessments, water and sewer rents, and other governmental charges or claims of any kind imposed upon the Mortgagor, the Mortgaged Property, or on any of the Mortgagor's other property before the same shall become in default or become a lien upon such property except for those taxes, assessments, and other governmental charges then being contested in good faith by the Mortgagor by appropriate proceedings and for which the Mortgagor has maintained adequate reserves in the sole judgment of the Bank. The Mortgagor shall submit to the Bank, upon request, an affidavit signed by the Mortgagor certifying that all federal, state, and local tax returns have been filed to date and all real property taxes, assessments, and other governmental charges with respect to the Mortgagor's properties have been paid to date. 5. Escrows. The Mortgagor shall, if requested by the Bank, pay to the Bank at the time of each installment of principal and interest due under any of the Loan Documents, one twelfth (1/12) of the annual taxes and assessments levied or assessed against the Mortgaged Property and any premium for applicable insurance, as estimated by the Bank, from time to time, unless the Mortgagor demonstrates to the Bank that it is paying such taxes, assessment or insurance to a holder of a prior Permitted Encumbrance. Such payment shall be held by the Bank to be used by the Bank in payment of such taxes, assessments or insurance premium. If such escrow funds are not sufficient to pay such taxes and assessments, as the same become payable, the Mortgagor shall pay to the Bank, upon request, such additional amounts as the Bank shall estimate to be sufficient to make up any such deficiency. No amount paid to the Bank hereunder shall be deemed to be trust funds but may be commingled with general funds of the Rank, and no interest shall be payable thereon. If the Mortgagor is not required to pay such tax escrows pursuant to this section, the Mortgagor shall provide to the Bank, not later than the last date such payment is due and payable without Interest or penalty, official recelpted tax bills, canceled checks, or other evidence satisfactory to the Bank evidencing that such taxes and assessments have been paid in a timely manner. Transfer of Title. Without the prior written consent of the Bank in each instance, which consent may be given or withheld in the Bank's sole discretion, the Mortgagor shall not voluntarily or involuntarily cause or permit, any transfer of the Mortgaged Property or any portion thereof, whether voluntary, involuntary, by operation of law, or otherwise, nor shall the Mortgagor enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Mortgaged Property- A "transfer" of the Mortgaged Property includes (i) the direct or indirect sale, transfer or conveyance of the Mortgaged Property or any portion thereof or interest therein; (n) the execution of an installment sale contract or similar instrument affecting all or a portion of the Mortgaged Property; (18) the transfer (whether in one transaction or a series of transactions) of stock, partnership or other ownership interests constituting a controlling interest in the Mortgagor (if the Mortgagor is a partnership, joint venture, limited liability company or corporation); fuFf7?PA ??URN 19 2 9 PG 4 4, 3 7 3 o K"whauren and Trdm Tnw Cmep-y. W4 Mar-29-2006 14:56 From-PREMIER ABSTRACT +243 3390 T-506 P.007/019 F-768 and (iv) a lease or leases which, separately or in the aggregate, cover cumulatively more than twenty percent (20%) of the usable space on the Mortgaged Property. 7. No Liens; Removal of Fixtures. At no time during the term of this mortgage shall the Mortgagor create or suffer to sexist any mortgage, lien, security interest, encumbrance, attachment, levy, distraint, or other judicial process or burden of any kind on the Mortgaged Property or any part thereof, whether superior or inferior to the lien of this Mortgage, without the prior written consent of the Bank, which consent may be given or withheld in the Bank's sole discretion. The Mortgagor shall not remove or suffer to be removed from the Mortgaged Property any fixtures presently or in the future located on the Mortgaged Property (unless such fixtures have been replaced with similar fixtures of equal or greater utility and value). 8. Maintenance and Repair; Compliance with Laws. The Mortgaged Property shall, at the Mortgagor's own cost and expense, be kept and maintained in good repair, working order, and condition, and in compliance with all applicable laws, ordinances, codes, rules and regulations (collectively, "Legal Roqulrements") of any federal, state or local governmental entity or authority having jurisdiction (collectively "Governmental Authorities"). The Mortgagor agrees to comply, and to cause Its tenants to comply with all Legal Requirements made or promulgated by any Governmental Authority now or hereafter applicable to the Mortgaged Property. The Mortgagor shall from time to time make, or cause to be made, all necessary and proper repairs and replacements required under Legal Requirements, the Leases, or otherwise required to keep the Mortgaged Property in good condition and the Mortgagor shall abstain from and shall not permit the commission of waste on or about the Mortgaged Property. The Mortgagor shall not remove, demolish, materially alter, or discontinue the use of the Mortgaged Property, or permit the Mortgaged Property to become vacant, deserted, or unguarded- The Bank shall have the right, but not the obligation, to enter upon and inspect the Mortgaged Property at any reasonable hour. 9_ Damage, Destruction and Condemnation. If all or any part of the Mortgaged Property shall be partially or totally damaged or destroyed, or if title to or the use of the whole or any part of the Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then (1) there shall be no abatement or reduction in the amounts payable by the Mortgagor under the Loan Documents, and the Mortgagor shall continue to be obligated to make such payments; (ii) the Mortgagor shall immediately give notice thereof to the Bank In accordance with the temps of this Mortgage; (iii) the Mortgagor hereby authorizes and directs any affected insurance company or condemning authority to make payment of such proceeds directly to the Bank as its interest appears; and (iv) the Mortgagor hereby authorizes and empowers the Bank to settle, adjust or compromise, any claims for loss, damage, destruction to or condemnation of the Mortgaged Property. The Mortgagor shall pay all costs of collection of insurance proceeds payable on account of such damage or destruction. The Mortgagor shall, at its sole cost and expense, diligently prosecute any condemnation proceeding and shall consult with the Bank, its attorneys, and experts and cooperate with it in the defense of any such proceedings, The Bank shall have the right, in any condemnation proceedings, to do or refrain from doing whatever it deems necessary or convenient. The Mortgagor shall have no claim against the insurance proceeds or condemnation proceeds, or be entitled to any portion thereof, and all rights to insurance or condemnation proceeds are hereby assigned to the Bank to the extent of the Obligations as remain unpaid. The Bank shall have the option, in its sole discretion, of paying or applying all or any part of the insurance proceeds or condemnation proceeds payable to the Bank hereunder to () reduction of the Obligations; (1) restoration, replacement and rebuilding of the Mortgaged Property or (iii) payment to the Mortgagor- 10. Required Notices. The Mortgagor shall immediately notify the Bank of (i) the receipt of notice from any Govemmental Authority relating to the Mortgaged Property or alleging a violation of Legal Requirements; (ii) a substantial change in the occupancy or use of all or any part of the Mortgaged Property; (iii) the receipt of any notice from the holder of any Permitted Encumbrance; (iv) the commencement of any litigation affecting or potentially affecting in a material and adverse way the financial condition of the Mortgagor or the value of the Mortgaged Property; or (v) the discovery, discharge or release for which the Mortgagor Is or may be responsible under Applicable Environmental Laws (hereinafter defined). 11. Financial Statements. Mortgagor shall so provide (a) if such Mortgagor is an individual, at least once during each period of twelve (12) consecutive months, a personal financial statement of such Mortgagor for a year ending not more than sixty (80) days earlier, in reasonable detail and certified by such liar-29-2006 14:57 From-PREMIER ABSTRACT +243 3390 T-506 P.006/019 F-766 Mortgagor to be complete and accurate and (b) 9 such Mortgagor is not an individual, (i) promptly copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or other owners and of art filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation, (ii) within sixty (60) days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end, (iii) within ninety (90) days after the end of each fiscal year, consolidating and consolidated statements of such Mortgagor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such racai year, setting forth comparative figures for the preceding fiscal year and to be 13 audited ? reviewed © compiled by an independent certified public accountant acceptable to the Bank, all such statements to be certified by such Mortgagor's chief financial officer or partner to be cornett and in accordance with such Mortgagor's records and to present fairly the results of such Mortgagor's operations and cash flows and its financial position at year end in conformity with generally accepted awounting principles, and (iv) with each statement of income, a certificate executed by such Mortgagor's chief executive and chief financial officers or managing partners (A) stating that the signers of the certificate have reviewed this Mortgage and the operations and condition (financial or other) of such Mortgagor and any subsidiaries during the relevant period and (B) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, the date(s) of its occurrence or period of existence and what action such Mortgagor has taken with respect thereto. If no box Is checked above, Mortgagor shall supply financial reports immediately upon the Bank's request in the form and number of copies and at the times satisfactory to the Bank. The Mortgagor shall keep and maintain complete and accurate books and records and shall permit representatives or agents of the Bank to examine and audit the Mortgagor's (and its parents and subsidiaries', if applicable) gooks, records and financial information and to inspect the Mortgagor's facilities and properties. Promptly upon request of the Bank the Mortgagor shall supply, or cause to be supplied, any additional information respecting the operations, financial or otherwise, of the Mortgagor, each Obligor and shall use its best efforts to cause each lessee of the Mortgaged Property or any material portion thereof as the Bank may from time to time reasonably request. The Mortgagor shall prepare and timely file all federal, state and local tax returns required to be flied by the Mortgagor and shall submit to the Bank a copy of its federal tax return immediately after filing same with the Internal Revenue Service. The Mortgagor shall furnish to the Bank, at its request, certified rent rolls and leases, as applicable, with respect to the Mortgaged Property within ninety (90) days after the end of each fiscal year. t2. Ceitain Rights and Obligations. Mortgagor agrees that Bank may take such aeWn as Bank deems appropriate to protect the Mortgaged Property or the Status or priority of the lien of this Mortgage, including: entry upon the Mortgaged Property to protect the Mortgaged Property from deterioration or damage, or to cause the Mortgaged Property to be put in compliance with any governmental, Insurance rating or contract requirements; payment of amounts due on liens having priority over this Mortgage; payment of any tax or charge for purposes of assuring the priority or enforceability of this Mortgage; obtaining, and/or taking such action so as to maintain uninterrupted, insurance on the Mortgaged Property (including flood insurance); or commencement or defense of any legal action or proceeding to assess or protect the validity or priority of the rmn of this Mortgage. On demand, Mortgagor shall reimburse Bank for all expenses in taking any such acfron, with interest, and the amount thereof shall be secured by this Mortgage and shall, to the extent permitted by law, be in addition to the maximum amount of the Obligations evidenced by the Roan Documents. H. Ervlronmentai Reoreson?l;l sir snd Govanants. 1. Applicable Envilronrnental Laws. a. The term "Applicable Environmentahl Larws" means () all Legal Requirements of any Governmental Authority pertaining to the preservation or enhancement of the quality of the environment or regulating or restricting the use, transfer, storage, disposal, release, discharge, production or remediation of any substance or material deemed by such Governmental Authority to be hazardous to the environment; (i) any and all laws, regulations, and executive orders, whether federal, state or CLB-174.PA I1 U04) 7 O M-Uaamn W T.4." Yn41... .W, 2W4 8K192?t'G?1?39. Mar-29-2006 14:58 From-PREMIER ABSTRACT +243 3390 T-506 P.009/019 F-768 local, pertaining to environmental matters, as the same may now exist or hereafter exist or be amended or supplemented from time to time. Any terns mentioned in this Mortgage which are defined in any Applicable Environmental law shall have the meanings ascribed to such terms in said laws; provided, however, that if any of such laws are amended so as to broaden any term defined therein, such broader meaning shall apply subsequent to the effective date of such amendment b, The Mortgagor represents and warrants that neither the Mortgagor nor the Mortgaged property are In violation of any Applicable Environmental Law, or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority pertaining to an alleged violation of any Applicable Environmental Law. 2. Covenanter. The Mortgagor shall not cause or permit the Mortgaged Property to be In violation of, or do anything which would subject the Mortgagor or the Mortgaged Property to any remedial obligations under, any Applicable Environmental Law, and shall promptly notify the Bank in writing of any existing, pending, or threatened investigation or inquiry by any Governmental Authority in connection with any Applicable Environmental Law: a. The Mortgagor shall Immediately take all steps necessary to determine whether hazardous materials have been disposed of or otherwise released or discharged on, from or affecting the Mortgaged Property; b_ The Mortgagor will not install, suffer, or permit in the Mortgaged Property any substance deemed hazardous by federal or state regulations. If any such materials are found to be present in the Mortgaged Property, the Mortgagor agrees to remove the same promptly upon discovery at its sole cost and expense; c. The Mortgagor shall duly file or cause to be duly fled with all Governmental Authorities having jurisdiction such reports or Information returns as may be required or appropriate under all Applicable Environmental Laws; d. If any lien or judgment shall be filed with respect to the Mortgaged Property arising from a violation of Applicable Environmental Laws, then the Mortgagor shall, within thirty (30) days from the date that the Mortgagor is given notice of such lien or judgment (or within such shorter period of time if any Governmental Authority has commenced steps to have the Mortgaged Property sold), pay the claim and remove the lien from the Mortgaged Property; e. If there shall occur any releasing, spilling, leaking, pumping, pouring, emitting, emptying, or dumping of hazardous materials on, from or affecting the Mortgaged Property, or otherwise caused or permitted by the Mortgagor In violation of Applicable Environmental Laws, the Mortgagor shall promptly clean it up in accordance with the provisions of all Applicable Environmental Laws and to the satisfaction of the Bank; and 3. Right to Inspect and Cure. The Bank shall have the right to conduct or have conducted by its agents or contractors such environmental inspections, audits, and testing as the Bank shall deem necessary or advisable from time to time at the sole cost and expense of the Mortgagor, The cost of such tests shall be added to the Obligations and shall be secured by this Mortgage- If the Mortgagor fails to comply with any Applicable Environmental Law, then the Bank may, at its sole discretion, in addition to any of its other remedies under this Mortgage, cause the Mortgaged Property to be in compliance with such laws and the cost of such compliance shall be added to the surns secured by this Mortgage and shall bear interest at the Default Rate (hereafter defined). 4. Environmental Easement. The Mortgagor hereby grants and conveys to the Sank an irrevocable easement to enter on and upon the Mortgaged Property at any time and from time to time for the purpose of making such audit tests, inspections, and examinations, including subsurface exploration and testing, as the Bank deems necessary, convenient, or proper to determine whether the ownership, use, and operation of the Mortgaged Property and the conduct of the activities engaged in thereon are in compliance with federal, state, and local environmental laws, rules, and regulations. The Bank, or its CLO-174-PA (I I /Ur) H O M&ab&nwm ud Tm&r Tn i C.RgwW, 200A Dula' 1920FG4440. Mar-29-2006 14:58 From-PREMIER ABSTRACT +243 3390 T-506 P.010/019 F-768 designated agents, shall have the right to inspect and copy all of the Mortgagoes records relating to environmental matters and to enter all buildings or facAities of the Mortgagor for such purpose. In confirmation of the Bank's right to inspect and copy all of the Mortgagor's records relating to environmental matters and to secure the Mortgagor's obligations to the Bank in connection with the Loan Documents, and under this Environmental Inspection Easement, the Mortgagor hereby grant to the Bank a continuing security interest in and to all of the Mortgagor's existing and future records with respect to environmental matters, whether or not located at the Mortgaged Property or elsewhere, whether or not In the possession of the Mortgagor or some third party (including any federal, state, or local agency or instrumentality), and whether or not written, photographic, or computerized, and the proceeds and products thereof. The Bank, or its designated agent, may interview any or all of the Mortgagor's agents and employees regarding environmental matters, including any consultants or experts retained by the Mortgagor, all of whom are directed to discuss environmental issues fugy and openly with the Bank or its designated agent and to provide such information as may be requested. All of the costs and expenses incurred by the Bank with respect to the audits, tests, inspections, and examinations which the Bank may ,conduct, including the fees of the engineers, laboratories, and contractors, shag be paid by the Mortgagor. The Bank may, but shall not be required to, advance such costs and expenses on behalf of the Mortgagor. All sums so advanced shall bear interest at the highest rate provided with respect to the Loan Documents, a. The easement granted hereby shall exist and continue until such time as all sums owed by the Mortgagor to the Bank in connection with the Loan Documents or otherwise have been repaid in full and the mortgage granted to the Bank to secure the Loan Documents has been released of record. A release of this Mortgage shall evidence a termination of the easement b. The Mortgagor acknowledges that no adequate remedy at law exists for a violation of the easement granted hereby by equitable writ or decree, including temporary and preliminary injunctive relief. In the event the Bank Is required to enforce it hereunder the Mortgagor shall pay all of the Bank's costs and expenses in connection therewith, including all attorney's fees Incurred by the Bank. c. This easement shall be assignable and shag be considered assigned to whomever holds the indebtedness secured by the mortgage. d. The exercise of the rights granted hereunder shall not constitute the Bank a "mortgagee in possession" with respect to the Mortgaged Property, e_ This easement is intended to be and shall be construed as an interest in the Mortgaged Property and as an easement in gross. It is not intended to be a personal right of the Bank or a mere license. Indemnification. The Mortgagor hereby agrees to and does hereby indemnify, protect, defend, and hold harmless the Bank, and any entity which "controls" the Bank, within the meaning of Section 15 of the Securities Act of 1933, as amended, any member, officer, director, official, agent, employee, or attorney of the Bank, and their respective heirs, successors, and assigns (collectively the "Indamntfled Parties"), from and against any and all losses, damages, expenses, or liabilities of any kind or nature, and from any suits, claims, or demands, including counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with the Loan Documents or the transactions contempiated therein (unless determined by a final judgment of a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of the Indemnified Parties). In case any action shall be brought against the Bank or any other Indemnified Party in respect to which indemnity may be sought against the Mortgagor, the Bank or such other Indemnified Party shall promptly notify the Mortgagor; provided however, that the failure to so notify the Mortgagor shall not relieve the Mortgagor of any liability it may have under these indemnification provisions or from any liability which it may otherwise have to the Bank or such other Indemnified Party. Promptly following such notification, the Mortgagor shall assume the defense thereof, including the employment of counsel selected by the Mortgagor and satisfactory to the Bank or such other Indemnified party, and the payment of an costs and expenses relating thereto. The Bank shall have the right, at its sole option, but at the Mortgagor's sole cost and expense, to employ separate counsel In any such action and to participate in the defense thereof. The Mortgagor shall not be liable for any settlement of any such action unless the Mortgagor consents, which CM-17-1-^ it 1104) BK i 929PG444 1 9 0 Mx, Ww - ud TnWq, r-Lu Comp-Y. 2004 Mar-29-2006 14:58 From-PREMIER ABSTRACT +243 3390 T-506 P.011/019 F-768 consent shall be reasonably given, but if settled with the Mortgagor's consent, or if there be a final judgment for the claimant in any such action, the Mortgagor agrees to Indemnify and hold harmless the Bank from and against any loss or liability by reason of such settlement or judgment. The provisions of this Section shall survive the repayment of the Obligations. J. No Release; No rahrer. Any extension of the time for payment, or any modification of the amortization of the sums secured by this Mortgage or any release of any Obligor or all or any part of the Mortgaged Property, granted by the Bank to the Mortgagor or any other Obligor shall not operate to release the liability of the Mortgagor, any other Obligor under the terms of the Loan Documents or this Mortgage or any other collateral for the Obligations. Any forbearance by the Bank in exercising any right or remedy hereunder or otherwise afforded by applicable law shall not be a waiver of, or preclude the exercise of, any right or remedy. K. Eyg its of Default. The occurrence of any one of the following shall constitute an event of default ("Event of Default") under this Mortgage: Breach. A breach by the Mortgagor or any Obligor of any term, obligation, provision, covenant, representation or warranty, arising under (m? this Mortgage or any other Loan Document, including failure to pay when due (whether at stated maturity, by acceleration or otherwise) the Obligations or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; (ii) any present or future agreement with or in favor of the Bank or any Affiliate, including the failure to make any payment when due (whether at stated maturity, by acceleration or otherwise) or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; or (iii) any present or future agreement or instrument for borrowed money or other financial accommodations with any person or entity; 2. Bankruptcy; Insolvency. (i) The Mortgagor or any Obligor commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state, or local statute, or any dissolution or liquidation proceeding, at makes a general assignment for the benefit of creditors, or takes any action for the purpose of effecting any of the foregoing; (ii) any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state or local statute, or any dissolution or liquidation proceeding, is involuntarily commenced against or In respect of the Mortgagor or any Obligor and such involuntary petition is not dismissed within 45 days or an order for relief is entered in any such proceeding; (li) the appointment, or the filing of a petition seeking the appointment, of a custodian, receiver, trustee, or liquidator for the Mortgagor or any other Obligor or any of its property, or the taking of possession of any part of the property of the Mortgagor or any other Obhgor at the instance of any governmental authority, or (iv) the Mortgagor or any other Obligor becomes insolvent (however defined), is generally not paying its debts as they become due, or has suspended transaction of its usual business; 3. Death; Reorganization. The death or incompetence (if an individual) or the dissolution, merger, consolidation, or reorganization of the Mortgagor or any other Obligor, 4. Material Misstatement. Any statement, representation or warranty made in or pursuant to this Mortgage or any other Loan Document or to induce the Bank to accept this Mortgage or to enter into or accept any other loan Document shall prove to be untrue or misleading in any material respect or, if upon the date of execution of this Mortgage, there shag have been any materially adverse change in any of the facts disclosed in any financial statement, representation or warranty that was not disclosed in writing to the Bank at or prior to the time of execution hereof; 5. Additional Debt; Granting of Security Interest. The Mortgagor or any Obligor () incurs or assumes additional debt other than debt incurred for normal consumer purposes, debt to the Bank or an Affiliate or trade debt in the ordinary course of its business; or (li) creates, permits or grants any lien or security interest in any of its property on which the Rank has a lien or security interest; 6. Entry of Judgment. The filing, entry, or issuance of any judgment, execution, garnishment attachment, distraint, or lien against the Mortgagor or any Obligor or its property: the entry of any order enjoining or CO-1144A(MM) BK f 929PG4 10 O tMaa4cturon W Tmdw 7n= CD,,4*" zoo ???Z Mar-29-2006 14:59 From-PREMIER ABSTRACT +243 3390 T-506 P.012/019 F-768 restraining the Mortgagor or any Obligor or restraining or seizing any property of the Mortgagor or any Obligor or the Mortgagor or any Obligor is convicted of a felony; 7. Transfer of Assets. The Mortgagor transfers all or any part of the Mortgaged Property or the Mortgagor or any other Obligor transfers or sells all or substantially all of its assets, without the prior written consent of the Bank; 8. Loan Documents. Any Loan Document ceases to be in full force and effect or the validity or enforceability thereof is contested by any Obligor or any representative thereof; or 9. Pension Plan; Change In Management Any pension plan of any Mortgagor or Obligor fails to comply with applicable law or has vested unfunded liabilities that in the opinion of the Bank, might have a material adverse effect on any Mortgagor's or Obligor's ability to repay its debts; there occurs any change in the management of any Mortgagor or Obligor which is, in the opinion of the Bank materially adverse to its interest and which remains uncorrected for thirty (30) days after the Bank notifies the Mortgagor or the respective Obligor of its opinion. L. o edie . upon and following the occurrence of an Event of Default 1. Advances. The Bank shall have the right, at its election, but not the obligation, to make any payment or expenditure and to take any action which the Mortgagor should have made or taken or which the Bank deems advisable to protect the security of this Mortgage or the Mortgaged Property. Such action shall be without prejudice to any of the Bank's rights or remedies available under this Mortgage or the other Loan Documents or otherwise at law or In equity. All such sums, as well as costs and expenses, advanced by the Bank shall be immediately due from the Mortgagor to the Bank, shall become part of the Obligations secured by this Mortgage and the other Loan Documents, and shall bear interest (including after any judgment obtained on account of any of the Obligations) at the applicable rate provided in the Loan Documents in effect after maturity or default (the "Default Rate") until repayment in full to the Bank. The Mortgagor agrees that all of the Obligations and other obligations of the Mortgagor to the Bank under the Loan Documents, including obligations to reimburse the Bank for advances, shall survive the entry of any judgment lien on account of the Obligations or any judgment in mortgage foreclosure, whether such obligations arise before or after the entry of judgment 2 Other Remedies. The Bank shall have the right, at its election, to take any one or more of the following actions: (i) to declare all the Obligations secured by this Mortgage to be Immediately due and payable (except that upon the occurrence of any Event of Default described in Paragraph K(2), such Obligations shall automatically be due and payable without notice or demand); (ii) to obtain judgment for the Obligations together with interest on such judgment at the Default Rate until payment in full is received by the Bank and to obtain execution upon the Mortgaged Property or other property of the Mortgagor on account of such judgment; (iii) to obtain possession of the Mortgaged Property and (with or without obtaining possession) to enforce the Leases, collect the Income and rent the Mortgaged Property, either in its name or in the name of the owner, and apply the income and rents, at the Bank's option, to the payment of any charges and expenses of the Mortgaged Property in such order and amounts as the Bank in its sole discretion may determine, being accountable only for such rents and profits collected by it while in possession; (iv) to foreclose this Mortgage; (v) to obtain appointment of a receiver of the Mortgaged Property without the necessity of proving either inadequacy of the security or insolvency of the Mortgagor or any other Obligor, and the Mortgagor and each such person waive such proof and consent to the appointment of such receiver; (vi) to apply on account of the Obligations, in any order and amounts as the Bank may determine and whether or not a deficiency action shat) have been instituted, any unexpended money still retained by the Bank that was paid by the Mortgagor to the Bank for the payment of, or as security for tine payment of, taxes, assessments, municipal or governmental rates, charges, impositions, liens, water or sewer rents, or insurance premiums, if any, or in order to secure the performance of some act by the Mortgagor, (vii) to collect from the Mortgagor monthly, in advance, so long as the Mortgagor remains in possession of all or any part of the Mortgaged Property, the fair and reasonable market value for the Mortgagor's use and occupation of the Mortgaged Property; or (viii) to exercise all rights of a secured party under the Uniform Commercial Code. If the Obligations, as evidenced by a single note or other written instrument shall exceed the amount secured by this Mortgage, or as evidenced by a CI.3_174-PA(ITK 19 2 9 PG `1 4 43 11 °h1.n&dwmw4TMAMTn Cl *MY.ma Mar-29-2006 14:59 From-PREMIER ABSTRACT +243 3390 T-506 P.013/019 F-766 combination of same that singularly or in any part collectively may be less than said secured amount but combined exceed said secured amount, the Bank, in any forecbsure hereof, shall have the right to sue and collect the excess in the same action as Commenced for the foraclosure hereof, and recover a money judgement for said excess with all the rights attendant thereto, including the issuance of an execution to the Sheriff for collection thereof, and Mortgagor and any Obligor hereby waives any defense based upon a claim that in doing so, the Bank Is splitting Its cause of action if it seeks to foreclose this Mortgage for part of the Obligations and recover at law for another part. FOR THE PURPOSE OF OBTAINING POSSESSION OF THE MORTGAGED PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR, AS WELL AS FOR THE PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND ALL PERSONS CLAIMING UNDM BY, OR THROUGH MORTGAGOR, IN FAVOR OF THE BANK FOR THE RECOVERY BY THE BANK OF POSSESSION OF THE MORTGAGED PROPERTY, FOR WHICH THIS MORTGAGE (OR A COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OF THE MORTGAGED PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT STAY OF EXECUTION, MORTGAGOR HEREBY RELEASING AND AGRWNG TO RELEASE THE BANK AND ANY SUCH ATTORNEY FROM ALL PROCEDURAL ERRORS AND DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT OR IN CAUSING SUCH WRIT OR PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, PROVIDED THAT THE BANK SHALL HAVE FILED IN SUCH ACTION AN AFFIDAVIT MADE ON THE BANK'S BEHALF SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF SUCH JUDGMENT ACCORDIING TO THE 'PERMS OF THIS INSTRUMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE PRIMA FACIE EVIDENCE. 1T IS HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER ANY SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR BE TERMINATED, OR POSSESSION OF THE MORTGAGED PROPERTY REMAIN IN OR BE RESTORED TO MORTGAGOR OR ANYONE CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, THE BANK MAY, WHENEVER AND AS OFTEN AS THE BANK SHALL HAVE THE RIGHT TO TAKE POSSESSION AGAIN OF THE MORTGAGED PROPERTY, BRING ONE OR MORE FURTHER ACTIONS IN THE MANNER HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY AND TO CONFESS JUDGMENT THEREIN AS HERE(NABOVE PROVIDED, AND THE AUTHORITY AND POWER ABOVE GIVEN TO ANY SUCH ATTORNEY SHALL EXTEND TO ALL SUCH FURTHER ACTIONS IN EJECTMENT AND CONFESSION OF JUDGMENT THEREIN AS HEREINABOVE PROVIDED WHETHER BEFORE OR AFTER AN ACTION OF MORTGAGE FORECLOSURE IS BROUGHT OR OTHER PROCEEDINGS IN EXECUTION ARE INSTITUTED UPON THIS MORTGAGE OR ANY INSTRUMENT THEN EVIDENCING ANY OF THE OBLIGATIONS, AND AFTER JUDGMENT THEREON OR THEREIN AND AFTER A JUDICIAL SALE OF THE MORTGAGED PROPERTY. 4. Un form Commercial Corte Disposition, With respect to that portion of the Mortgaged Property governed by the Uniform Commercial Code, the Bank shalt have the right, upon five (5) calendar days' prior written notice to the Mortgagor (or one (1) day notice by telephone with respect to Mortgaged Property that is perishable or threatens to destine rapidly in value), which the Mortgagor hereby CL -174.pA 1111005 BK I J 2 J 1 G 4 Y 4 4 12 GMuwAm- WTradm Tna Cewp y,20 4 Mar-29-2006 15:00 From-PREMIER ABSTRACT +243 3390 T-506 P.014/019 F-769 acknowledges to be sufficient, commercially reasonable and proper, to sell, lease or otherwise dispose of any or all of the Mortgaged Property at any time and from time to time at public or private sale, with or without advertisement thereof, and apply the proceeds of any such sale first to the Bank's expenses in preparing the Mortgaged Property for sale (including reasonable attorneys' fees) and second to the complete satisfaction of the Obligations. The Mortgagor walves the benefit of any marshaling doctrine with respect to the Bank's exercise of its rights hereunder. The Mortgagor grants a royalty-free kmnse to the Bank for all patents, service marks, trademarks, trade names, copyrights, computer programs and other intellectual property and proprietary rights to permit the Bank to exercise all rights granted to the Bank under this Paragraph. The Bank or anyone else may be the purchaser of any or all of the Mortgaged Property so sold and thereafter hold such Mortgaged Property absolutely, free from any claim or right of whatsoever kind, including any equity of redemption of the Mortgagor, any such notice, right or equity of redemption being hereby expressly waived and released. 5. No Marshaling. In the event of a foreclosure or other judicial sale of the Mortgaged Property, the Mortgaged Property may be sold in one or several parcels in any order the Bank, in its sole discretion, may determine and without regard to principles of marshaling. S. Remedies Cumulative; No Waiver. The rights, powers and remedies hereunder and under the other Loan Documents are cumulative and concurrent, and are not exclusive of any other rights, powers or remedies available to the Bank. No failure or delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. 7. Continuing Enforesmant of the Loan documents. If, after receipt of any payment of 211 or any part of the Obligations, the Bank is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason, then this Mortgage and the other Loan Documents shall continue in full force and effect or be reinstated, as the case may be. The provisions of this Paragraph shall survive the termination of this Mortgage and the other Loan Documents and shall be and remain effective notwithstanding the payment of the Obligations, the release of any security interest, lien or encumbrance securing the Obligations or any other action which the Bank may have taken in reliance upon its receipt of such payment. 8. Right of Setoff. The Bank shall have the right to set off against the Obligations any property held in a deposit or other account with the Bank or any of its Affiliates or otherwise owing by the Bank or any of its Affiliates in any capacity to Mortgagor or any Obligor. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elect to do so. M. Miscellaneous. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duty given if delivered to Mortgagor (at its address on thg Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Mortgagor's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (1) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). For any notice under 42 Pa C.S.A. §8143 being delivered by personally delivery, such personally delivered notice must be delivered to the Bank at M&T Bank, One M&T Center, Fountain Plaza, Buffalo, New York, attn: Collateral and Documentation Department- Notice by e-mail is not valid notice under this or any other agreement between Mortgagor and the Bank. 2. Costs, Expenses and professional Fees. Whether or not the transactions contemplated by this Mortgage or any of the other Loan Documents airs fully consummated, the Mortgagor shall promptly pay (or reimburse, as the Bank may elect) all costs and expenses which the Bank has incurred or may hereafter incur in connection with the negotiation, preparation, reproduction, interpretation, perfection, CUX-174-PA 0I M4) 6K l 9 2 9 P G a7 4 4 5 13 0 M-(% ..R 4M n.d. T..,, C%. U*, 3., Mar-29-2006 15:00 From-PREMIER ABSTRACT +243 3390 T-506 P.015/019 F-766 protection of the Mortgaged Property, administration and enforcement of this Mortgage or any of the other loan Documents, the collection of all amounts due under the Loan Documents, and all amendments, modifications, consents or waivers, if any, to the Loan Documents. Such costs and expenses shall include, without limitation, the fees and disbursements of counsel to the Bank (ncluding the Bank's in- house counsel), the costs of appraisals, searches of public records, costs of filing and recording documents with public offices, internal or external audit or examination tees and costs, stamp, excise and other taxes, the fees of the Bank's accountants, consultants or other professionals, costs and expenses from any actual or attempted sale of all or any part of the Mortgaged Property, and for the care and preparation for sale of the Mortgaged Property (including insurance costs) and defanding and asserting the rights and claims of the Bank in respect thereof, by litigation or otherwise. The Mortgagor's reimbursement obligations under this Paragraph shall survive any termination of the Loan Documents. Costs, expenses and fees shall accrue interest at the highest default rate set forth in the respective Roan Documents evidencing the Obligations from the date of demand until payment Is actually received by the Bank. Each such cost, expense and fees and any interest thereon shall constitute part of the Obligations and be secured by this Mortgage and may be added to the judgment In any suit brought by the Bank against Mortgagor on this Mortgage. 3. Governing Law and Jurisdiction, This Mortgage has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Mortgage will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. MORTGAGOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVI: JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT MORTGAGOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS MORTGAGE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST MORTGAGOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF MORTGAGOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Mortgagor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Mortgagor. Mortgagor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Mortgage. 4. Integration; Amendment. This Mortgage and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Mortgage, and no waiver of any one or more of the provisions hereof shall be affective unless set forth in writing and signed by the parties hereto. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude full and timely exercise by the Bank at any time of any right or remedy of the Bank without notice or demand, at the Bank's sole option. 5. Successors and Assigns. This Mortgage (I) shall be binding upon the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; and (ii) shall inure to the benefit of the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Mortgagor may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Bank, and any such assignment or attempted assignment by the Mortgagor shall be void and of no effect with respect to the Bank. The Bank may from time to time sell or assign, in whole or In part, or grant participation In some or all of the Loan Documents or the obligations evidenced thereby. The Mortgagor authorizes the Bank to provide information concerning the Mortgagor to any prospective purchaser, assignee or participant. CL6- 17,54P.(11104) BK l 9 2 9 PG G 446 14 01, m.fkpwv -4T-d-.T-C-Wy. 1064 Mar-29-2006 15:01 From-PREMIER ABSTRACT +243 3390 T-506 P.016/019 F-768 6. Severablflty and Consistency. The illegality, unenformbility or inconsistency of any provision of this Mortgage or any instrument or agreement required hereunder shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Mortgage or any instrument or agreement required hereunder. The Loan Documents are intended to be consistent- However, in the event of any inconsistencies among any of the Loan Documents, such inconsistency shall not affect the validity or enforceability of any Loan Document The Mortgagor agrees that in the event of any inconsistency or ambiguity in any of the Loan Documents, the Loan Documents shall not be construed against any one party but shall be interpreted consistent with the Bank's policies and procedures. In this Mortgage, the singular includes the plural and the plural the singular, references to statutes and rules are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or' shall be deemed to include "and/or", the words `Including% "includes' and "include' shall be deemed to be followed by the words "without limitation'; and references to sections or exhibits are to those of this Agreement unless otherwise Indicated. 7. Joint and Several Liability. In the event that the Mortgagor consists of more than one person or entity, the obligations hereunder (including performance obligations) of each such person or entity shall be joint and several and the word `Mortgagor" means each of them, any of them or all of them. 8. Judicial Proceeding; Waivers. THE MORTGAGOR AND THE BANK ACKNOWLEDGE AND AGREE THAT (1) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE BANK OR THE MORTGAGOR OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR THE MORTGAGOR, ON OR WITH RESPECT TO THIS MORTGAGE, ANY OTHER LOAN DOCUMENT, THE MORTGAGED PROPERTY OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR THERETO, SHALL. BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY WANES THE RIGHT TO TRIAL BY JURY; (11) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (Ili) THIS SECTION IS A SPECIFIC AND MATERIAL. ASPECT OF THIS MORTGAGE AND THE BANK WOULD NOT EXTEND CREDIT TO THE MORTGAGOR IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS MORTGAGE. IN WITNESS WHEREOF, the Mortgagor, intending to be legally bound hereby, has executed and sealed this Mortgage on the day and year first above written. WITNESS: (SEAL) 4 Briargate Road Mechanicsburg, PA 17050 COMMONWEALTH OF PENNSYLVANIA, COUNTY O , SS.: On the ?? day of November, in the year 2005, before me, the undersigned, a Notary Public in and for said Co.(?onwealth, personally appeared JOSEPH P. BEIL, personally known to me or proved to me on the bads . °'satt , tory evidence to be the individual whose name Is subscn'bed to the within instrument and '?(g+e that he executed the same in his capacity, and that by his signature on the instrument, the on upon behalf of which the individual a ed, execut strument. ?r PENNSYI.VMJ Pub lk? • • Niftl?l sow ?7 .r L?? v Mll? .-_, -???1?)qln•"•'?+-t.,?..w?T?i11aM?OC1'??011q?r CLB.(?.FP?(!,!W) 9 2 9 PG 4 It 47 0 h6-ha.M"a Y„da„Y-C-#-y, taw Mar-29-2006 15:01 From-PREMIER ABSTRACT +243 3390 T-506 P.O17/019 F-768 SCHEDULE A ATTACH LEGAL DESCRIPTION OF MORTGAGED PROPERTY: CLE- (ItAM) B K I 9 2 9 PG 4 448 c M-kmvft WA Tftdwi Trvw C..P". 2*q +243 3390 T-506 P.018/019 F-768 Mar-29-2006 15:02 From-PREMIER ABSTRACT I . . .7 SO afart. J",* MY ik-APYW WOWIAWAV *PAW .g H. 3+R ??#+.,?`71? 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O r..? y`hlf" Y ?; y this to be recorded, l s, !..Ldnbaj qty P .: "n;;',, Recorder of Deeds 929PP14, 450 EXHIBIT "D" February 3, 2005 Mr. Joseph P. Beil 4 Briargate Road Mechanicsburg, PA 17050 RE: Financing arrangements among M&T Bank, successor to Allfirst Bank ("Bank") and Joseph P. Beil ("Borrower") Dear Mr. Beil: This letter sets forth our agreement and understanding with respect to indebtedness of Borrower to Bank for various loans, advances, and extension of credits made by Bank to or for the benefit of Borrower (the "Loans"). As a result of uncured defaults, the Bank is entitled to exercise any rights and remedies under the loan documents. The balance of the retail line of credit, account no. 4258074503973193, is $5,739.09. The following amounts (exclusive of satisfaction, filing fees, and legal fees or other costs) are due and owing to Bank on the commercial loans as of January 18, 2005: Note No. 9002 Note No. 9019 Principal $ 33,809.89 $ 47,517.31 Interest 1,025.84 405.49 Late Fees 177.56 20.00 Total $ 35,013.29 $ 47,942.80 Per Diem 6.33 8.79 All of the foregoing amounts are hereinafter referred to collectively as the "Indebtedness". By his acknowledgement and consent to the terms, covenants and conditions set forth in this letter, Borrower hereby unconditionally acknowledges and confirms that the Indebtedness, together with continually accruing interest, fees, costs and charges, is owing without claim, counterclaim, defense or set-off of any kind of any nature whatsoever, Further, each of the loans remains in default. By his acknowledgement and consent to the terms, covenants and conditions set forth in this letter, Borrower hereby ratifies, confirms and reaffirms in all respects and without condition, all of the respective terms, covenants and conditions set forth in the instruments, agreements and documents evidencing and/or securing the Indebtedness, and hereby agrees that he remain unconditionally liable to Bank in accordance with the respective terms, covenants and conditions of all such instruments, agreements and Mr. Joseph P. Beil February 3, 2005 Page 2 documents, and that all collateral, liens, security interests and pledges created pursuant thereto and/or referred to therein continue unimpaired and in full force and effect, and secure and shall continue to secure all the Indebtedness, and that all such defaults continue and remain uncured. The Borrower has requested that the Bank forbear in its actions to collect the Indebtedness and the Bank is willing to do so, under the terms and subject to the conditions set forth in this letter. With the foregoing background incorporated hereinafter by this reference and made a part hereof, and in consideration of the mutual promises set forth in this letter (the "Letter Agreement"), intending to be legally bound hereby, Borrower and Bank agree as follows: 1. Borrower will make interest only payments on each Loan starting March 2005. 2. Borrower will resume monthly principal and interest payments in accordance with the Notes starting September 2005. 3. In consideration of the Bank's agreement to forbear from exercising its rights under the loan documents and/or proceeding with efforts to collect the indebtedness, the Borrower shall pay a modification fee of $500.00_ The forbearance fee shall be deemed fully earned at the time of the execution of this Agreement. 4. Borrower shall execute and deliver to Bank a mortgage covering 4 Briargate Road, Mechanicsburg, PA to support note nos. 9002 and 9019. 5. Borrower shall furnish the Bank with such information as the Bank may request. 6. Borrower will pay or reimburse the Bank for all costs and expenses including legal fees and costs of the field exam(s). By its execution below and acceptance of the terms of this Letter Agreement, Borrower releases Bank, its officers, agents, attorneys and employees, of and from all claims, demands and actions arising from or related to the indebtedness. It is expressly understood and agreed that time shall be of the essence as to each payment required to be made by the Borrowers pursuant to this Letter Agreement. THERE IS NO GRACE PERIOD. The Borrower shall not issue or deliver any checks which would cause an overdraft in any bank accounts maintained at the Bank (collectively, the "Bank Accounts"). The Bank shall have no obligation to honor any checks drawn against any of the Bank Mr. Joseph P. Beil February 3, 2005 Page 3 Accounts which would cause an overdraft therein, and Bank may return any such check(s) unpaid and charge a fee for such return. All other terms, conditions, covenants, representations and warranties and collateral requirements of the credit facilities as set forth in existing loan documentation shall remain in full force and effect as the agreement of the Borrower and Bank are ratified and reaffirmed. Existing defaults are not waived. By signing below and returning this letter to the Bank, the undersigned confirms that it agrees to the terms set forth hereinabove. Such terms must be accepted on or before March 11, 2005 or this agreement to forbear will become null and void. Please call me at 255-2373 with any questions. Sincerely, Walter Leader Banking Officer The undersigned, intending to be legally bound, hereby acknowledge and consent to the terms, covenants and conditions, set forth in the foregoing letter this -.day of march 2005. WITNESS: V/ ,, ? J"'' 1) 6? l? L) ('7 eph P. Beil EXHIBIT "E" X93 Z This instrument prepared by and after recording, return to: Pramco III, LLC 6894 Pittsford-Palmyra Road 200 CrossKeys Office Park, Suite 230 Fairport, NY 14450 Ou! $EPUliJ 2006 FES 23 PM 12 09 ASSIGNMENT OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS THIS ASSIGNMENT OF 'NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS (this "Assignment") is made by ?1IANUFACTURERS AND TRADERS TRUST COMPANY, for itself and its predecessors in interest, whose address is One Fountain Plaza, Buffalo, New York 14203-1495 ("Assignor"), to PRAINICO III, LLC, whose address is 6894 Pittsford-Palmyra Road, 200 CrossKeys Office Park, Suite 230. Fairport, New York 14450 ("Assignee"), pursuant to the terms of that certain Asset Sale Agreement dated October 19, 2005 (the "Sale Agreement") between Assignor and Assignee. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Agreement. THIS ASSIGNMENT WITNESSES THAT, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by Assignee, Assignor hereby assigns, transfers, sets over'and conveys, effective as of October 27, 2005, to Assignee and its successors and assigns, without recourse and without representation or warranty, whether express, implied or created by operation of law, except as expressly set forth in the Sale Agreement, the following: That certain Open-End Mortgage dated November 3. 2005, by Joseph P. BeiI, to and for the benefit of assignor. recorded November 4, 2005, in Book 1929, Page 4433, of the public records of Cumberland County, Pennsylvania (the "Mortgage"), which Mortgage secures that certain obligation, naming Joseph P. Beil. as Obligor, together with any and all assignments thereto and modifications thereof (the "Note'l, together with such other documents, agreements, instruments and other collateral that evidence, secure or otherwise relate to Assignor's right, title or interest in and to the Mortgage and/or the Note, including without limitation the title insurance policies and hazard insurance policies that might presently be in effect. The Real Property or its address is commonly known as 4 Briargate Road, Mechanicsburg, Silver Spring Township, Cumberland County, Pennsylvania and has a Parcel Identification Number of 38-23-0571-037. 300;x 725 P,u 130 SALOANS\Cornpany Ss542300781Assignment of`lote, Mortgage and Other Loin Docunwnts.doc THIS ASSIGNMENT FURTHER WITNESSES THAT Assignor hereby conveys and quitclaims to Assignee any and all, right and interest it might have in the Mortgage, Note and other loan documents referenced above, and in the underlying loan and hereby joins in the conveyance of the Mortgage, Note, loan documents and loan to Assignee, without recourse and without representation or warranty, whether express, implied or created by operation of law, except as expressly set forth in the Sale Agreement. IN WITNESS WHEREOF. Assignor has caused this Assignment to be executed and delivered by its duly authorized agent as of the 27th day of October, 2005. MANUFACTURERS AND TRADERS TRUST COMPANY, as Assignor Witness -.A AAA I v h?, BY: itness Timothy P. Sheehan Its Authorized Agent ACKNOWLEDGMENT STATE OF NEW YORK ) )SS.: COUNTY OF MONROE ) On theav of February. 2006, before me, the undersigned, personally appeared Timothy P. Sheehan, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual. or the person upon behalf of which the individual acted, . executed the instrument. 1, Q rW . -P . Aiu:a[- cam, Notary Public LAURA A. SEIDMAN Notary Public, State of New York Certificate of Residence Qualified in Monroe County Commission Expires: ?f (,10 I hereby certify, that the precise address of the Assignee. Pramco 111, LLC, herein is as follows: 6894 Pittsford-Palmyra Road. 200 CrossKeys Office Park, Suite 230, Fairport, New York 14450. -(11rTi y WiS Zo i1e recorded ,- By: Ii t,_._um erlcn County PA Timothy P. Sheehan Its Authorized Representative r Or ` -l -BOOK ? 25 PACE 13 _L Rec.c;rder of Deeds SALOANS1Company 34,5423007MAssignment of Note, Mortgage and Other Loan Documents.doc VERIFICATION TIMOTHY P. SHEEHAN, under penalties of 18 Pa. C.S. §4904, pertaining to unsworn falsification to authorities, states : • I am an Authorized Representative of the Plaintiff; • as such I am authorized to give this verification on the Plaintiff's behalf; • I have responsibility for collection of the mortgage account herein at issue; and • the facts set forth in the foregoing pleading are true and correct to the best of my knowledge, information and belief, based in part upon a review of the Plaintiff's regularly-maintained business records. P LLC By: MOTHY P. SHEEHAN, Authorized Representative V"X So cn Wes, ? °" bli SHERIFF'S RETURN - REGULAR CASE NO: 2006-05450 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND PRAMCO III LLC VS BEIL JOSEPH P TIMOTHY REITZ , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT - MORT FORE was served upon BEIL JOSEPH P the DEFENDANT , at 2126:00 HOURS, on the 11th day of October , 2006 at 4 BRIARGATE ROAD MECHANICSBURG, PA 17050 by handing to JOSEPH P BEIL a true and attested copy of COMPLAINT - MORT FORE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: So Answers: Docketing 18.00 Service 8.80• Postage .39 Surcharge 10.00 R. Thomas Kline .00 37.19 ? 10/11/2006 1110616(, KAPLIN STEWART MELOFF STEIN Sworn and Subscibed to By: f? before me this day Dep t Sheriff of A.D. Curtis R. Long Prothonotary office of the Protbonotarp Cumbertanb Countp Renee K. Simpson Deputy Prothonotary John E. Slike Solicitor ©L - S4/ SD CVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 28TH DAY OF OCTOBER, 2009, AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE - THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R C P 230.2. BY THE COURT, CURTIS R. LONG PROTHONOTARY One Courthouse Square • Carlisle, Pennsylvania 17013 • (717) 240-6195 • Fax (717) 240-6573