The URL can be used to link to this page

Home My WebLink About13-6880 T HE 40THQNO Ct'R'1 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour(ID No. 41720) 2013 NOV 20 AM 14: 0 Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square CUMBERLAND COUNTY Philadelphia, PA 19103 PENNSYLVANIA Tel. (215) 564-8000 Attorneys for Defendant, Shree Gurudev, Inc. Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION Plaintiff, TERM v. NO. 13- ICES° Q, v1Te1fl1 • • SHREE GURUDEV, INC. • 1188 Greenfield Drive • Mechanicsburg, PA 17055 • Defendant. ENTRY OF APPEARANCE AND CONFESSION OF JUDGMENT PURSUANT TO PA RULE CIV. PRO. 2955(a) Pursuant to the authority contained in warrant of attorney set forth in the that certain Commercial Guaranty (the "Guaranty") executed by Shree Gurudev, Inc. (the "Defendant") on July 8, 2008, a copy of which is attached to the Complaint for Confession of Judgment filed in this action (the "Complaint"), I appear for the Defendant and confess judgment in favor of the Plaintiff, Magnolia Portfolio, LLC, and against the Defendant in the amount of$5,376,668.66, calculated as of November 8, 2013, comprised as follows: "t .00PoA7Y e 3o3551 x98439 �o4ice Nailed BUSINESS#1970714 v.1 Principal $ 4,648,295.51 Interest (as of 11/8/2013) $ 222,907.08 Late Charge Fee $ 18,345.81 Attorney's Fees (10% of Unpaid Principal $ 487,120.26 and Accrued Interest, as authorized by the Guaranty) TOTAL $ 5,376,668.66 together with interest, from and after November 8, 2013, at the per diem rate of$419.64, and all costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty. STRADLEY RONON STEVENS & YOUNG,LLP November g, 2013 By: Gretche Santamour, Esquire Steven J. White, Esquire 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 Attorneys for Defendant, Shree Gurudev, Inc. pursuant to the Warrant of Attorney contained in the Commercial Guaranty - 2 - BUSINESS#1970714 v.1 STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour(ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION • Plaintiff, • TERM v. • • SHREE GURUDEV, INC. • NO. 3 D ex„. • 1188 Greenfield Drive • Mechanicsburg, PA 17055 Defendant. COMPLAINT FOR CONFESSION OF JUDGMENT Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank, by and through its attorneys, Stradley Ronon Stevens &Young, LLP, brings this complaint for confession of judgment, and in support thereof, avers that: PARTIES 1. Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ("Magnolia" or"Lender"), is a Delaware limited liability company with its principal place of business of 4675 Macarthur Court, Suite 1550, Newport Beach, California 92660. 2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned all of its right, title and interest in the Loan Documents (as herein defined) to Magnolia. True and correct copies of the assignment agreements are attached hereto as Exhibit A and incorporated herein by reference. See also, Affidavits of Brian Sosner, attached hereto and incorporated herein by reference. BUSINESS# 1970714 v.1 3. Defendant, Shree Gurudev, Inc. ("Guarantor") is a Pennsylvania corporation with an address of 1188 Greenfield Drive, Mechanicsburg, PA 17055. BACKGROUND 4. On or about July 8, 2008, the Lender extended a business loan to Gurugovind, LLC, a Pennsylvania limited liability company("Gurugovind") in the principal amount of$5,110,000.00 (the"Loan"). 5. The Loan is evidenced by, inter alia, that certain Promissory Note dated July 8, 2008, in the original principal amount of$5,110,000.00 (the"Note"), executed and delivered from Gurugovind to Lender. A true and correct copy of the Note is attached hereto as Exhibit B and incorporated by reference herein. 6. Gurugovind's obligations to Magnolia under the Note are secured by, inter alia, that certain Commercial Guaranty dated July 8, 2008, executed by Guarantor in favor of the Lender(the"Guaranty", and together with the Note and all other documents evidencing or collateral to the Loans, the"Loan Documents"). Pursuant to the term of the Guaranty, the Guarantor absolutely and unconditionally guaranteed the full and punctual payment and performance of all of Gurugovind's obligations under the Note and the other Loan Documents. A true and correct copy of the Guaranty is attached hereto as Exhibit C and incorporated by reference herein. 7. Magnolia has not assigned the Loan Documents to any third party, and Magnolia remains the current"holder" of the Loan Documents. THE DEFAULTS 8. Magnolia incorporates by reference the averments in Paragraphs 1 through 7 of this complaint as if set forth at length herein. - 2 - BUSINESS# 1970714 v.1 9. Gurugovind is in default of its obligations under the Note by virtue of, inter alia, its failure to make payment when due of amounts payable to Magnolia under the Note and related Loan Documents. 10. The Guarantor is in default of its obligations under the Guaranty by virtue of its failure to repay the outstanding balance due to Magnolia under the Note. 11. As a result of the defaults, the following amounts, computed as of November 8, 2013, are immediately due and payable from Guarantor to the Lender under the Guaranty: Principal $ 4,648,295.51 Interest (as of 11/8/2013) $ 222,907.08 Late Charge Fee $ 18,345.81 Attorney's Fees (10% of Unpaid Principal $ 487,120.26 and Accrued Interest, as authorized by the Guaranty) TOTAL $ 5,376,668.66 Pursuant to the Loan Documents, Magnolia is also entitled to interest from and after November 8, 2013, at the per diem rate of$419.64, and all additional costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty. 12. The Guaranty contains a warrant of attorney that authorizes the Lender to confess judgment against the Guarantor upon or after its default. CONFESSION OF JUDGMENT 13. Magnolia seeks to confess judgment against the Guarantor under the Guaranty, as authorized by the warrant of attorney contained in the Guaranty and executed by the Guarantor. - 3 - BUSINESS# 1970714 v.1 14. Judgment has not been entered against the Guarantor in any jurisdiction on the warrant of attorney contained in the Guaranty. 15. Judgment is not being entered against any natural person in connection with a consumer transaction. 16. The Guaranty, which contains the warrant of attorney, is less than twenty years old. 17. An Affidavit of Default and Assessment of Damages is attached hereto and incorporated as if set forth fully herein. 18. The notice provisions of 41 P.S. § 101 et seq. ("Act 6") are inapplicable to this action because the Lender is not accelerating the maturity of a residential mortgage. 19. Similarly, the provisions of 35 P.S. § 1680.403(c) ("Act 91") are not applicable to this action because, among other things, the Guaranty is not secured by the principal residence of the Guarantor. - 4 - BUSINESS#1970714 v.1 WHEREFORE, Plaintiff, Magnolia Portfolio, LLC, respectfully requests the entry of judgment in its favor and against Defendant, Shree Gurudev, Inc., in the amount of $5,376,668.66, together with interest, from and after November 8, 2013, at the per diem rate of $419.64, and all costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty. STRADLEY RONON STEVENS & YOUNG, LLP November l q, 2013 C"`" "- " Gretchen Santamour, Esquire Steven J. White, Esquire 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564-8000 Fax (215) 564-8120 Attorneys for Plaintiff, Magnolia Portfolio, LLC - 5 - BUSINESS 4 1970714 v.1 EXHIBIT A BUSINESS# 1970714 v.1 • Borrower Name: GURUGOVIND, LLC ALLONGE This Altonge is made to that certain Promissory Note dated July 8, 2008 in the original principal amount of$5,110,000.00 from GURUGOVIND, LLC to Orrstown Bank,together with all renewals, assignments,amendments,supplements, restatements and/or modifications. It is intended that this Altonge be attached to and made a permanent part of the above- referenced Note. Pay to the order of MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability company ("Assignee"), without recourse or representation or warranty, express, implied or by operation of law, of any kind and nature whatsoever, except as expressly provided in the Loan Sale Agreement dated December 20, 2012 (the "Sale Agreement"), between ORRSTOWN BANK, a Pennsylvania banking corporation, and Assignee, including, without limitation, the representations and warranties pursuant to Article VII of the Sale Agreement and the indemnification obligations and other covenants, rights and remedies therein. Executed effective as of December 20,2012. ORRSTOWN HANK,a Pennsylvania banking corporation By: _ Name: Zachary M. n Title: SVP, SAG D r or Special Assets Group Orrstown Bank Offering# 121210 Pool#100 Reference#89001 Inst. # 201305556 - Page 1 of 5 CERTI IDENTIFICATION NUMBE FIED PROPERTY S R 10-14-0840-040 - BAMPDEN TP CCGIS REGISTRY 02/20/2013 BY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tax Parcel Identification No.: 10-14-0840-040 I certify that the precise address of the Assignee is do Sabal Financial Group,L.P.,4675 MacArthur Court,Suite 1550,Newport Beach,CA 92660 Nick B • ellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257 (hereinafter referred to as"Assignor"),for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company,its successors and assigns (hereinafter referred to as "Assignee" having an address of do Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.144AP1 Loan Name:GURUGOVIND LLC Loan Ref.:26475889001 • Inst. $ 201305556 - Page 2 of 5 Open-End Construction Mortgage and Security Agreement dated July 8, 2008, executed by Gurugovind, LLC, the grantor, to Orrstown Bank, the Lender, recorded on July 9, 2008, as Instrument Number 200823381 in the Official Records of Cumberland County, State of Pennsylvania("Recorder's Office"),as the same may have been assigned,amended,supplemented,restated or modified (the "Mortgage"). The Mortgage covers the property Y described therein,less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI AMO Ref.:2510.144AP1 Loan Name:CURUCOVIND LLC Loan Ref.:26475889001 • Inst. # 201305556 - Page 3 of 5 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this 1,2- day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfolio,LLC,a ) laware limited liability company, ' old- -in-1 By: API Name: R.Patterson Jac Title: Authorized Signatory .t f .l.c. 14 +0 4&o ID L*)LU ACKNOWLEDGMENT 0I I 0 /a.0 13 STATE OF CALIFORNIA ) a0 1.0 2 L. 3 SS: COUNTY OF ORANGE ) On this day of February, 2013, before me person. y appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio, LLC, a Del. 'are limited liability company,Attorney-in- Fact for Orrstown Bank, a Pennsylvania banking corpo . ion,known to me or proved to me on the basis of satisfactory evidence to be the persons who e uted the foregoing instrument, and they thereupon duly acknowledged to me that they executed t same to be their free act and deed. WITNESS my hand and official seal. My commission expires: Name of Notary: iLSL AMO Ref.:2510.144AP1 Loan Name:GURUGOVIND LLC Loan Ref.:26475889001 • Inst. # 201305556 - Page 4 of 5 State of California ) County of Orange ) On February , 2013,before me,Lynn Mattson,Notary Public,personally appeared R. Patterson Jackso , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrwnent the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. I Notary Publ(c•California Orange County I� ' �� ' (SEAL) My comm Expires Mar 27.2015 • !rPublic Signature Inst. if 201305556 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS rt; � , CUMBERLAND COUNTY ^ "" ` °w` 1 COURTHOUSE SQUARE `yy- 4� CARLISLE PA 17013 ; a r •'i 717-240-6370 . °. 1 Instrument Number-201305556 Recorded On 2/20/2013 At 8:20:47 AM *Total Pages-5 *Instrument Type-ASSIGNMENT OF MORTGAGE Invoice Number- 129719 User ID-SW *Mortgagor-ORRSTOWN BANK *Mortgagee-MAGNOLIA PORTFIOLIO LLC *Customer-SIMPLIFILE LC E-RECORDING *FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE DO NOT DETACH RECORDING FEES — $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document. COUNTY ARCHIVES .FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $50.50 I Certify this to be recorded in Cumberland County PA /-Of r �1 Cebrye ,; f 9�y � C ( J7 o • �L! , RECORDER OF DEEDS 7750 *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. • • ASSIGNMENT OF SECURITY DOCUMENTS ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION, ("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers,assigns,delivers, sets-over and conveys to MAGNOLIA PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, its successors and assigns ("Assignee'), without recourse to the Assignor, and without representations, warranties or covenants, express or implied, mitten or oral, by the Assignor, all right, title and interest of the Assignor in and to the loan identified on Exhibit A attached hereto(the"Loan"), including without limitation all of Assignor 's right, title and interest in any guaranties, loan participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Loan. Dated this of February, 2413 ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: MAGNOLIA PORTFOLIO,LLC,a Delaware limited liab' ' compan Attorney-in-Fact , fink By: Name: R.Patterson Jackson Title: Authorized Signatory AMO Ref.: 25t0.144 Loan Name: OURIIGOVIND 1.1.0 Loan Ref.:26475889001 EXHIBIT"A" TO ASSIGNMENT OF SECURITY DOCUMENTS That certain loan dated July 8, 2008, in the stated original principal amount of S5,110,000.00, executed by Gurugovind, LLC to Orrstown Bank, which is secured by properties located in Cumberland County,State of Pennsylvania. AMC/Ref.: 251(1144 Loan Name: G11RUIGOVINI)LI.0 Loan Ref. 26475889001 EXHIBIT B BUSINESS#1970714 v.1 • i PROMISSORY NOtE I :•:1'::::::: ..:..�....-:.::<..�:�::::�:;:::r::_--::::.:.,_::::::..:.....>;::;;e�sc;<s rr::::;::>:::.;--:.:yam.::s<:::;;ia%5;;;:�::.;»:�:::<::..:;::.::-;:::;,:.....:�.:::;:::;k;'s:vi .:.:_:....::;:::.;:-:::;..:...:.:::.::r;: References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing"***" has been omitted due to text length limitations. Borrower; Gurugovind,LLC Lender; ORRSTOWN BANK 1188 Greenfield Drive SEVEN GABLES OFFICE Mechanicsburg,PA 17055 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,PA 17257 Principal Amount: $5,110,000,00 Initial Rate: 6.250% Date of Note: July 8, 2008 Maturity Date: July 8, 2029 PROMISE TO PAY. Gurugovind. LLC("Borrower") promises to pay to ORRSTOWN BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of Five Mifon One Hundred Ten Thousand&00/100 Dollars($5.110,000.00)or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 12 monthly consecutive interest payments. beginning August 8, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 48 monthly consecutive principal and interest payments in the initial amount of $37,625.94 each, beginning August 8, 2009. with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 191 monthly consecutive principal and interest payments in the initial amount of $34,511.45 each,beginning August 8, 2013, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 5.000%), resulting in an initial interest rate of 5.000%; and one principal and interest payment of$34,510.64 on July 8, 2029, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 5.000%), resulting in an initial interest rate of 5.000%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis;that is,by applying the ratio of the annual interest rate over a year of 360 days.multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Prime (the"Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan. Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the"Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option. may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note. Lender is entitled to the following prepayment penalty: Should Borrower prepay all.or any amount of principal during the next five (5)years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shall decrease one percent (1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended.Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not,unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full". "without recourse", or similar language. If Borrower sends such a payment. Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET,P.O.BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. if a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time Judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in 4 ROM1SSORY NOTE Loan No: 26475889001 (Continued) Page 2 any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property,any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen(15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due,and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law, Lender's reasonable attorneys'fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law,Borrower also will pay any court costs,in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts,and, at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 4900 and 4930 Woodland Drive, Enola, PA 17025"and located in Cumberland County,Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property described as "Real Property located at 4900 and 4930 Woodland Drive, Enola, PA 17025" and located In Cumberland County, Commonwealth of Pennsylvania. (C) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard, Mechanicsburg,PA 17050" and located in Cumberland County,Commonwealth of Pennsylvania. ID) an Assignment of All Rents to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard, Mechanicsburg, PA 17050"and located in Cumberland County, Commonwealth of Pennsylvania. (E) inventory, chattel paper, accounts, equipment and general intangibles described in Commercial Security Agreements dated July 8, 2008. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Security Agreement and Mortgage and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records,including daily computer print-outs. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. If the Lender does not receive the required financial information within two hundred seventy(270) days of the Borrower's fiscal year end, the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. 1 PROMISSORY NOTE Loan No 26475889001 (Continued) Page 3 OVERDRAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available collected balance in the account(s). . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracyfies) should be sent to us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG, PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law,waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or Impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT.COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: GURUGOVI. '. LLC Lit• By eel • Nevin K. r.tel, Member o Gurugovind.LLC a nt K. tel.Member � r govind,LLC • BMW,'.. ..........mot.;::.,�•;:: .........:......:.,-:..x..�:...... - Se Ma •j K.Patel. Member of Gurugovind,LLC Kenji. al R.Patel,M- .er of urugovind,LLC LASER PRO Lending.Ver.5.00.00.003 Cen%Ho•4nd Financial 5,1,0,ns.Inc.1997.2008. All Rlgl,n laved. -PA o:1CR\LPL1D20.FC 7R-20105 PR.1 EXHIBIT C BUSINESS# 1970714 v.1 s" i y COMMERCIAL GUARANTY • • ...:.........::.:::..:.::::::::.::......:.::.::.:..:..:...........:::.... ::.::....... Alnitufts References In the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. • Any item above containing""'""has been omitted due to text length limitations. B0rrower: Gurugovind, LLC Lender: ORRSTOWN BANK 1188 Greenfield Drive SEVEN GABLES OFFICE Mechanicsburg,PA 17055 77 EAST KING STREET PO BOX 250 SHIPPENSBURG,PA 17257 Guarantor: Shree Gurudev,Inc. 1188 Greenfield Drive • Mechanicsburg,PA 17055 • GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can • enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Related Documents. • INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys'fees,arising from any and all debts,liabilities and obligations that Borrower individually or collectively or interchangeably with others, • owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and • substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. • Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN'AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower,and will continue in full force until all the•Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's Other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or • more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. • GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (Al to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties;endorsers,or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the indebtedness; (F) to apply such security and direct the order or manner of sale thereof,including without limitation,any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust,as Lender in its discretion may determine; IG) to sell,transfer, assign or grant participations in all or any part of the Indebtedness;and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter Into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial Condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; • • (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy.within Lender's power; or (G) to commit any COMMERCIAL GUARANTY Loan No 26475889001 (Continued) Page 2 act or omission of any kind,or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lenders commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower,of any other guarantor,or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. - Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,the Guarantor,or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances,the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law,to hold these funds if there is a default,and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there Is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims,damages,and costs(including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the warranties,representations and agreements of this paragraph. Interpretation. In all cases where there Is more than one Borrower or Guarantor,then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named In this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" Include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies,or similar entities,it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail • COMMERCIAL GUARANTY Loan No: 26475889001 (Continued) Page 3 postage prepaid,directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor,shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms:ins;tl �Urti qrj n.Cwerrfital`Code: Borrower. The word "Borrower" means Gurugovind, LLC and-includes,alt eo signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty,.including!wtithout;limitation Shree Gurudev, Inc., and in each case,any signer's successors and assigns. Guaranty. The word"Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word"Lender"means ORRSTOWN BANK,its successors and assigns. Note. The word "Note" means the promissory note dated July 8, 2008, in the original principal amount of $5,110,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JULY 8, 2008. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: SHREE GU- DEV, s s. ^:`°: Seal B Seal Navin K. 'ate, esi'ent of Shree Gurudev,Inc. ant IC Patel, Sec etary of Shree Gurudev, Inc. B eal Manoj K. Patel, Operations Director of Shree Gurudev,Inc. Adik- COMMERCIAL GUARANTY Loan No: 26475889001 (Continued) Page 4 CORPORATE ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 1. 1 SS COUNTY OF tQ Ap1'�I C On this, the day of l!(.t. ,20U ,before me Into elle �1ar the undersigned Notary Public, personally appeared Navin K. Patel. President of Shree Gurudev, Inc.; Laxmikant K. Patel, Secretary of Shree Gurudev, Inc.; and Manoj K. Patel, Operations Director of Shree Gurudev, Inc., who acknowledged themselves to be the President of Shree Gurudev, Inc.;Secretary of Shree Gurudev, Inc.; and Operations Director of Shree Gurudev, Inc.,of a corporation, and that they as such President of Shree Gurudev, Inc.; Secretary of Shree Gurudev, Inc.; and Operations Director of Shree Gurudev, Inc., being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by themselves as President of Shree Gurudev, Inc.; Secretary of Shree Gurudev, Inc.; and Operations Director of Shree Gurudev, Inc.. C �� , In witness whereof,I hereunto set my hand and official seal. — �_` 4jj o.C �"" COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL - �• /�/// MICHELLE ELLIOTT NOTARY PUBLIC Notary Public in and for the State of (7( DERRY TOWNSHIP DAUPHIN COUNTY MY COMMISSION EXPIRES JUNE 9,2011 LASER PRO Lend.g.v.r.5.40.00.003 Cop./WRAP Fineness!9ebtien..1.<.1997.2009. AR R.ghh RrurvW. -PA YCF1ILPVROO.FC 18.20105 PR-1 1 , :Lffi Er-1-5 f_, qtd7 ;--yyi�1� STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour(ID No. 41720) 1013 tiOv 20 11 _!: (, Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square CUMBERLAND COUNTY Philadelphia, PA 19103 Attorneys for PaOI1 Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank • COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION • Plaintiff, • TERM v. • ill SHREE GURUDEV, INC. • NO. I 688b �t v I��' 1188 Greenfield Drive Mechanicsburg, PA 17055 • • Defendant. • PRAECIPE FOR ENTRY OF JUDGMENT BY CONFESSION TO THE PROTHONOTARY: Kindly enter judgment by confession in the above-titled action and assess damages in favor of Plaintiff, Magnolia Portfolio, LLC, and against the Defendant, Shree Gurudev, Inc., in the amount of$5,376,668.66, together with interest, from and after November 8, 2013, at the per diem rate of $419.64, and all costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty. STRADLEY RONON STEVENS & YOUNG, LLP November I�, 2013 By: Steven J.'White Esquire Attorneys for Plaintiff, Magnolia Portfolio, LLC BUSINESS#1970714 v.1 a � J i SHE FR0TH0° U i s ' STRADLEY RONON STEVENS & YOUNG, LLP Gretchen M. Santamour(ID No. 41720) a 13 NOV 20 Ate 11': CO Steven J. White,Esquire(ID No. 206442) w� i2 AND COUNTY 2600 One Commerce Square PENNSYLVANIA Philadelphia,PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax(215) 564-8120 MAGNOLIA PORTFOLIO, LLC, • CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION • Plaintiff, • TERM v. • Q SHREE GURUDEV,INC. • NO. (3 - 1O880 Qv il (Grin 1188 Greenfield Drive • Mechanicsburg,PA 17055 • Defendant. AFFIDAVIT OF ADDRESS AND NON-MILITARY SERVICE I,Brian Sosner,being first duly sworn according to law,depose and say: 1. I am an Asset Manager of Sabal Financial Group LP,servicer for Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank("Magnolia"). 2. On or about December 20, 2012 and February 12,2013, Orrstown Bank assigned all of its right, title and interest in the Loan Documents(as defined in the Complaint)to Magnolia. 3. I am authorized to make this Affidavit of Address and Non-Military Service on behalf of Magnolia. 4. The last known address of the Defendant, Shree Gurudev,Inc.,is 1188 Greenfield Drive, Mechanicsburg, PA 17055. 5. The Defendant is not an individual and is not subject to the provisions of the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto. BUSINESS#1970714 v.1 6. The address of Magnolia is 4675 Macarthur Court, Suite 1550,Newport Beach, California 92660. "f/i.4 Brian Sosner,Asset Manager of Sabal Financial Group, LP, servicer for Plaintiff,Magnolia Portfolio, LLC SWORN AND SUBSCRIBED BEFORE ME THIS DAY OF NOVEMBER,2013 Notary Public AUTUMN RYCKMAN BaltimoreNotaryPublic ty Coun Maryland My Commission Expires Apr 29,2p17 -2 - BUSINESS#1970714 v.1 STRADLEY RONON STEVENS &YOUNG, LLP '; ' B T H D h`l r, .7 TE Gretchen M. Santamour(ID No. 41720) 2913 3 NOV 20 AMU Steven J. White,Esquire(ID No. 206442) 2600 One Commerce Square CUMBERLAND COUNT? Philadelphia,PA 19103 Attorneys for Plaintiff, WaggnofiaLVA it! Tel. (215) 564-8000 Portfolio, LLC Fax(215) 564-8120 MAGNOLIA PORTFOLIO,LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION • Plaintiff, TERM v. • No. 13- 108$b �lvitTer►n SHREE GURUDEV, INC. • 1188 Greenfield Drive Mechanicsburg,PA 17055 • Defendant. • AFFIDAVIT OF NON-RETAIL SALES CONTRACT AND NON-CONSUMER CREDIT TRANSACTION I, Brian Sosner, being first duly sworn according to law,depose and say: 1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff, Magnolia Portfolio,LLC, successor by assignment to Orrstown Bank("Magnolia"). 2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned all of its right,title and interest in the Loan Documents(as defined in the Complaint)to Magnolia. 3. I am authorized to make this Affidavit of Non-Retail Sales Contract and Non- Consumer Credit Transaction on behalf of Magnolia. 4. The transactions represented by the instruments attached to the Complaint in Confession of Judgment filed in this matter were business transactions, and were not entered into for personal, family or household purposes. BUSINESS#1970714 v.1 a � t1 M 5. The Guaranty,pursuant to which Magnolia seeks to confess judgment against the Defendant, is not a retail sales contract or a retail installment contract. 6. Additionally,the judgment herein is not being entered by confession against any natural person in connection with a consumer credit transacti for Brian Sosner,Asset Manager of Sabal Financial Group,LP,servicer for Plaintiff,Magnolia Portfolio,LLC SWORN AND SUBSCRIBED BEFORE ME THIS /1 D Y 0 NOV BER,2013 Notary Public AUTUMN RYCKMAN Notary Public Baltimore County Maryland My Commission Expires Apr 29,2017 - 2- BUSINESS H 1970714 v.1 i . THE Dip T FACE STRADLEY RONON STEVENS &YOUNG, LLP r ; Gretchen M. Santamour(ID No. 41720) 2113 NOV 20 AM f : [ Steven J. White,Esquire(ID No. 206442) 2600 One Commerce Square CUMBERLAND COUN Philadelphia,PA 19103 Attorneys for Plaintiff, P1ti �1� VA NIA Tel. (215) 564-8000 Portfolio,LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION Plaintiff, TERM v. •▪ NO. 13 - („860 - SHREE GURUDEV, INC. • 1188 Greenfield Drive • Mechanicsburg,PA 17055 • Defendant. • AFFIDAVIT OF DEFAULT AND ASSESSMENT OF DAMAGES AND VERIFICATION OF ALLEGATIONS IN COMPLAINT I, Brian Sosner,being first duly sworn according to law,depose and say: 1. I am an Asset Manager of Sabal Financial Group LP,servicer for Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank("Magnolia"). 2. On or about December 20,2012 and February 12, 2013, Orrstown Bank assigned all of its right,title and interest in the Loan Documents (as defined in the Complaint)to Magnolia. 3. I am authorized to make this Affidavit of Default and Assessment of Damages on behalf of Magnolia. 4. The instruments attached as Exhibits (the"Instruments")to the Complaint in Confession of Judgment(the"Complaint") filed in this matter are true and correct copies of the original Instruments. BUSINESS#1970714 v.1 5. The Defendant, Shree Gurudev, Inc. (the"Defendant"),is in default of its obligations under the Guaranty,as more fully set forth in the Complaint. 6. By reason of the Defendant's default under the Guaranty,as of November 8, 2013,there was due and owing to the Bank the amount of$5,376,668.66, comprised as follows: Principal $ 4,648,295.51 Interest (as of 11/8/2013) $ 222,907.08 Late Charge Fee $ 18,345.81 Attorney's Fees(10%of Unpaid Principal $ 487,120.26 and Accrued Interest,as authorized by the Guaranty) TOTAL $ 5,376,668.66 together with interest from and after November 8, 2013, at the per diem rate of$419.64,and all additional costs of suit and collection costs, including,without limitation, reasonable attorneys' fees,as authorized under the Guaranty. 7. The allegations in the Complaint are true and c rrect to the best of my knowledge, information and belief. /OCY Brian Sosner,Asset Manager of Sabal Financial Group, LP, servicer for Plaintiff,Magnolia Portfolio, LLC SWORN AND SUBSCRIBED BEFORE ME THIS /1 DA OF NOVEMBER,2013 Notary Public AUTUMN RYCKMAN Notary Public Baltimore County Maryland 7 My Commission Expires Apr 29, 201 BUSINESS#1970714 v.1 • • Jlo VERIFICATION I, Brian Sosner, state that I am an Asset Manager of Sabal Financial Group, LP, servicer for Magnolia Portfolio, LLC, the Plaintiff herein, and as such I am duly authorized to make this Verification on behalf of plaintiff. The facts set forth in the within Complaint for Confession of Judgment are true and correct to the best of my knowledge, information and belief, although the language of the Complaint for Confession of Judgment is that of counsel and not of my own. To the extent that the contents of the attached Complaint for Confession of Judgment have been supplied by counsel, I rely upon counsel in making this Verification. I understand that the statements made herein are subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Al Brian Sosner,Asset Manager of Sabal Financial Group, LP,servicer for Plaintiff,Magnolia Portfolio,LLC Dated:November i I,2013 BUSINESS#1970714 v.1 E J STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour(ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION Plaintiff, - • TERM v. NO. /3 - (D&BO 0'iv i 1 Teiriki SHREE GURUDEV, INC. • 1188 Greenfield Drive • Mechanicsburg, PA 17055 • • Defendant. JUDGMENT BY CONFESSION AND NOW, thisk4`day of _Nola 2013, a Complaint for Confession of Judgment having been filed and an Affidavit as to the amount due having been filed; JUDGMENT IS HEREBY ENTERED in favor of Plaintiff, Magnolia Portfolio, LLC, and against Defendant, Shree Gurudev, Inc., in the amount of $5,376,668.66, together with interest, from and after November 8, 2013, at the per diem rate of $419.64, and all costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty r.. ...? PRO NO A BUSINESS#1970714 v.1 0 • STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour(ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank • COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 CIVIL ACTION • Plaintiff, TERM v. • •• NO. 13-- (DBBO vii TefM SHREE GURUDEV, INC. • 1188 Greenfield Drive • Mechanicsburg, PA 17055 • • Defendant. • 236 NOTICE TO: SHREE GURUDEV, INC. 1188 Greenfield Drive Mechanicsburg, PA 17055 Notice is hereby given that a judgment by confession in the above-captioned matter has been entered against you. (0104AP P OTHONOTARY If you have any questions concerning the above, please contact: Stradley, Ronon, Stevens &Young, LLP 2600 One Commerce Square Philadelphia, PA 19103 (215) 564-8000 Attorneys for Plaintiff, Magnolia Portfolio, LLC BUSINESS#1970714 v.1 . ?_i .l- it r6':x_. STRADLEY RONON STEVENS & YOUNG, LLP f' P P 0 T }ON 0 TAR;r Gretchen M. Santamour (ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2014 FEB 24 1 1 : 55 2600 One Commerce Square CUMBERLAND COUNTY Philadelphia, PA 191034y0 . intiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 Newport Beach, CA 92660 CIVIL ACTION Plaintiff, v. • • SHREE GURUDEV, INC. NO. 13-6880 1188 Greenfield Drive Mechanicsburg, PA 17055 • Defendant. • AFFIDAVIT OF SERVICE OF NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON COMMONWEALTH OF PENNSYLVANIA •• . ss. COUNTY OF PHILADELPHIA I, Steven J. White, being duly sworn according to law,hereby depose and say: 1. I am an attorney licensed to practice in the Commonwealth of Pennsylvania. 2. I am an associate with the law firm of Stradley, Ronon, Stevens & Young, LLP, which represents the plaintiff,Magnolia Portfolio,LLC, in the above-captioned matter. 3. On January 29, 2014, I served a Notice Under Rule 2958.1 of Judgment and Execution Thereon on Shree Gurudev, Inc., as defendant, pursuant to Pa. R.C.P 403, 2958.1 and 2964, at the following address via regular and certified mail, as evidenced by the signed U.S. Postal Domestic Return Receipt attached hereto: Shree Gurudev, Inc. 1188 Greenfield Drive Mechanicsburg, PA 17055 SWORN TO AND SUB CRIBED � BEFORE ME THIS/ AY OF Steven J.7hrte, Esq. F UARY,i/ 201,4 Li-. ii NOTARY P cr LIC NOTARIAL SEAL BUSINESS#2029905 v.1 DENNIS M.JACKSON,Notary Public City of Philadelphia,Phila,County �_� (Ai emission Expires June d,2017 SfiIIjE,'i 7' Stradley 2600 One Commerce Square I::;,%. :I � ^ 1 .. Philadelphia,PA 19103-7098 U1(`` Telephone 215.564.8000 F ATTORNEYS AT LAW Fax 215.564.8120 www.stradley.com Steven J.White,Esq. swhite @stradley.com 215.564.8161 January 15, 2014 SECOND ATTEMPT VIA CERTIFIED MAIL AND U.S. MAIL Shree Gurudev, Inc. 118:8 Greenfield Drive Mechanicsburg, PA 17055 Re: Magnolia Portfolio, LLC v. Shree Gurudev, Inc., Cumberland County Court of Common Pleas No. 13-6880 To Whom It May Concern: Please find enclosed (1) a Notice Under Rule 2958.1 of Judgment and Execution Thereon with respect to the above-referenced matter, and (2) a courtesy copy of the Complaint for Confession of Judgment filed by Magnolia Portfolio, LLC, against you in the Cumberland County Court of Common Pleas. Sincerely, Steven J. White SJW Enclosures cc: Gretchen Santamour, Esquire Robert E. Chernicoff, Esquire Gina L. Lauffer, Esquire Philadelphia,PA • Malvern,PA • Harrisburg,PA•Wilmington,DE • Cherry Hill,NJ•Washington,DC A Pennsylvania Limited Liability Partnership 7'T i MERITAS LAW FIRMS WORLDWIDE BUSINESS#2014445 v.1 STRADLEY RONON STEVENS & YOUNG, LLP Gretchen M. Santamour (ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 Newport Beach, CA 92660 CIVIL ACTION Plaintiff, v. • SHREE GURUDEV, INC. NO. 13-6880 1188 Greenfield Drive Mechanicsburg, PA 17055 Defendant. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: SHREE GURUDEV, INC. 1188 Greenfield Drive Mechanicsburg, PA A judgment in the amount of$5,376,668.66, together with interest from and after November 8, 2013 at the per diem rate of$419.64, and all additional costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, has been entered against you in favor of the Plaintiff, Magnolia Portfolio, LLC, without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. 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. BUSINESS#2014502 v.1 IF YOU CANNOT AFFORD TO HIRE A LAWYER, THE OFFICE BELOW MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle,PA 17013 (717) 249-3166 STRADLEY RONON STEVENS & YOUNG, LLP 9- Lk Steven J. White 2600 One Commerce Square Philadelphia, PA 19103-7098 Date: January 15, 2014 Attorneys for Plaintiff, Magnolia Portfolio, LLC BUSINESS#2014502 v.1 fSENDER:.01 ME ETE:THIS SECTION COMPLETE THIS SECTION ON DELIVERY.• ' • Complete items 1,2,and 3.Also complete A. Sign-ture item 4 if Restricted Delivery is desired. / , l,,, ❑Agent • Print your name and address on the reverse X J ; f 0 Addressee , so that we can return the card to you. . R- -ived b (p nted B. Name) C. Date of Delivery. a Attach this card to the back of the mailpiece, A v or on the front if space permits. A ri D. I delive address different from item 1? ❑Yes I 1. Article Addressed to: If YES,enter delivery address below: ❑No t Shree Gurudev, Inc. y . 1188 Greenfield Drive +■ Mechanicsburg, PA 17055 ! 3. Se eType I Certified Mail° ❑ orlty Mail Express' -- -- ! ❑Registered C f Return Receipt for Merchandl;:. • i - ❑Insured Mail ❑Collect on Delivery 4: Restricted Delivery?(Extra Fee) ❑Yes 12. Article Number r 701'3 1,99e Oi]OD ,785=1 I139t] i 1` i!! I (Transfer from Psery eke labe0 i 1 f !t r t , r e I . I !I i.i I i ! ! !. , July -P .. ,, .,i . r +I PS Form 3$1 ,Jul 2013 Domestic Return Receipt I, ___ - — J. USPS.com® -USPS TrackingTM Page 1 of 2 English Customer Service USPS Mobile Register;Sign In a uses. ��.+FMy Search USPS corn or Track Packages Quick Tools Track Ship a Package Send Mail Manage Your Mail Shop Business Solutions Enter up to 10 Tracking*Find Find USPS Locations Buy Starnes Se:bedule.a Pickup CUStOmer Service>__Lcl,�r�o�ISPSa Tracking TM Have questions?We're here to help. Hold Mail Change of Address • Tracking Number:70131090000078590390 Product & Tracking Information Available Actions Postal Product: Features: Certified Mail'" Email Updates January 29,2014,4:36 Delivered MECHANICSBURG,PA 17055 Pm January 29,2014,7:43 Arrival at Unit MECHANICSBURG,PA 17055 am January 29,2014,4:54 Processed through HARRISBURG,PA 17107 am USPS Sort Facility January 28,2014,3:16 Processed through HARRISBURG,PA 17107 pm USPS Sod Facility January 27,2014,9:08 Processed through PHILADELPHIA,PA 19176 pm USPS Sort Facility January 17.2014,11:58 Undeliverable as MECHANICSBURG,PA 17055 am Addressed January 17,2014,3:15 Processed through HARRISBURG,PA 17107 am USPS Sort Facility . January 17,2014 Depart USPS Sod HARRISBURG,PA 17107 Facility January 16,2014,3:55 Processed through HARRISBURG,PA 17107 pm USPS Sort Facility January 16,2014 Depart USPS Sort PHILADELPHIA,PA 19176 Facility January 15,2014.10:30 Processed through PHILADELPHIA.PA 19176 pm USPS Sort Facility Track Another Package • What's your tracking(or receipt)number? Track It LEGAL ON USPS.COM ON ABOUT.USPS.COM OTHER USPS SITES Privacy Policy> Government Services> About USPS Hone' Business Customer Gateway> Teens of Use: Buy Siamtu A Shop> Newsroom> F'oslal inspectors. httns://tools.usns.com/Ro/TrackConfirmAction!input.action?tRef=qt&tLc=O&tLabels=701... 2/14/2014 • • USPS.com® - USPS TrackingTM Page 2 of 2 FOIA Print a Label with Postage> USPS Service Alerts> Inspector General No FEAR Act EEO Date> Customer Service, Forms&Publications, Postal Explorer, Delivering Solutions to the Last Mile> Careers Site Index USFSCOM , CopyrightG 2014 USPS All Rights Reserved. • httns://tools.usos.com/2o/TrackConfirmAction!input.action?tRef=qt&tLc=0&tLabels=701... 2/14/2014 . _ :;. i-•;', c--CI . .. . I-. '. (..•••.f.'‘'.: I); - ,.,,,_ c:_-' .-- t,•-•": . -. c.,,--„-..'•r '-'' k•.- .-=,''. d? '...i t;:i •0.• ;' '--1.! T--'. . L,.. *".■ r,., ",, , ''''''' (..‘- ...‘,- --4.-„-,. ,,-.. •.- , ,4,‘..t.-.'.. :4..., ?,. 4.5. .„,..z.,„ ,......„...,: .,..„ to.„... Ca' !,z.i.x,,...07....\. ;'. ;,'3'a-j.•0;:ki.^;,X■f,'' , ,..,.,,, Ifkz."' .1.11?... :,.. A. vw . . , ,....,,,,,c,.. .;:f'• c) 1 zo.,, tatzli` t-- •--, 1 0 .:- 0 >4 00 -0 t4-4 o o 14). ''''• 14.-..t.itt t * s•-• = ;••;;;;%,,,:f.44P'pv. cP, s... oo a) :S*Z4'<:,440'•11-, 4-9P°Stqo -*, .- = ,-, ■;i'7%,t0-1'4,t;435 14' (1) Cll r', ri -■S'el,',4t',...*:' 6> - 4••••g*,).4:;?,:g ....1 ..... .0 .----------;17 ---.,.fi'.1.,.. 1; W-i.- "I 1..,'w.a.,c*r,.,...-'i,.t.4..74.,..4 6 ,1. t.z.i-.,•i q,'1A.,,,,A,v„,4„,v,-:,...e-.-...-_--_-,-_-..-_c...,.i-, VI-.,..7,,,Ey B--O WE 5 $ 01.20 o 4 ) ).,fh ..-aprpigpe.r, '.4g•Phlysw• 02 1M JAN15 201 " '''`i 1 0004234536 Irr$POST 0, „co..- 11..... 4.• MAILED FROM ZIP CODE 1910 , spitcr twt• . 0) !(7(.,1- A,-,-2- _iZ;-/.7 ---71-7.77-..--' 1 .7 1,J',...,--_-,,,,,,,,z...-,—,...-F-_,:::-X7i• L--,... 4,./,4 7_,t"'''''--Z.( ---',"--—I- ' PiTNCY BOWES 1,■ :A;:,)-v;Vtz':v`4,14z44:,'IS■t,11i.,.6-1,,44_-:jt-4,50-f)..t.,-;.,,'”,',,,V*..1'."..t"...- T0 o' r'l rs 3 , 0 I,L4Ea3F4R5O3,-34536 J C A O N D 1\5\ 1 2014 \ q i, To_ - rn Li C--- 4 2 • .. a . CD 0.- as • I / JS ■ 1 Uj ti-C 2-) 4 • , r ' -, <C. - /0• 2.) V) .5-en _„,...11. _0.—> , D ,..1 .-- co a) 1 I t'l • -; >. 73). ,... 00 CU 03 , CS > 4—% 01 Z 2 l/1 1 _a a 1-1; (.6 = (u •- _ • );;•-•474..0...w•... ra Z. , ii '11 1 la ,. :, CD ' (D C E. '':••=21tivr;:‘,..4•„ -212 e in ; • g: ',-, a_ (13 KI ' ":• V•0•44;*; @ -' m>' 2 -ru oo a.) ,...„.. cri, --- -c) L. 2.. 4,, z 72 (A' L/1 0■1 CL 212 P. I ci) I- 'c; 0,...;,,,..