HomeMy WebLinkAbout13-6885 Z, { 11 t i`13 f l 4e V°lO 3 titi
STRADLEY RONON STEVENS &YOUNG, LLP
Gretchen M. Santamour(ID No. 41720) �''' `! 2 0 AN 'I: ' ,y
Li. i � + C_ AN
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square l wO`" ' t'
Philadelphia, PA 19103 "` `'' �'`�' �``'�
Attorneys for Defendant, Gurugovind,
Tel. (215) 564-8000 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 -(0885 akvilTe
GURUGOVIND, LLC
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
Promissory Note (the "Note") executed by Gurugovind, LLC (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:
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BUSINESS#1970650 v.1
THE DEFAULTS
8. Magnolia incorporates by reference the averments in Paragraphs 1 through
7 of this complaint as if set forth at length herein.
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 Loan
Documents.
10. As a result of the defaults, the following amounts, computed as of
November 8, 2013, are immediately due and payable from Gurugovind to the Lender under the
Note:
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
Note)
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 Note.
11. The Note contains a warrant of attorney that authorizes the Lender to
confess judgment against Gurugovind upon or after his default.
CONFESSION OF JUDGMENT
12. Magnolia seeks to confess judgment against Gurugovind under the Note,
as authorized by the warrant of attorney contained in the Note and executed by Gurugovind.
- 3 -
BUSINESS#1970650 v.1
13. Judgment has not been entered against Gurugovind in any jurisdiction on
the warrant of attorney contained in the Note.
14. Judgment is not being entered against any natural person in connection
with a consumer transaction.
15. The Note, which contains the warrant of attorney, is less than twenty years
old.
16. An Affidavit of Default and Assessment of Damages is attached hereto
and incorporated as if set forth fully herein.
17. 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.
18. Similarly, the provisions of 35 P.S. § 1680.403(c) ("Act 91") are not
applicable to this action because, among other things, the Note is not secured by the principal
residence of Gurugovind.
- 4 -
BUSINESS#1970650 v.1
WHEREFORE, Plaintiff, Magnolia Portfolio, LLC, respectfully requests the entry
of judgment in its favor and against Defendant, Gurugovind, LLC, 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 Note.
STRADLEY RONON STEVENS & YOUNG, LLP
November 15, 2013 By: �' "
Gretchen antamour, 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# 1970650 v.1
•
•
EXHIBIT A
BUSINESS#1970650 v.1
Borrower Name: GURUGOVIND,LLC
ALLONGE
This Allonge 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 Allonge 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 taw, 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 BANK,a Pennsylvania banking
corporation
By:
Name: Zachary M. I n
Title: SVP,SAG D or
Special Assets Group
Orrstown Bank Offering# 121210
Pool# 100
Reference#89001
•
Inst. # 201305556 - Page 1 of 5
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
10-14-0840-040 - HAMPDEN 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 s• 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.:2510.144AP 1
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 hdescribed 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 BLANK]
i
AMO Ref.:2510.144AP I
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889001
Inst. # 201305556 - Page 3 of 5
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this 102— day of
February,2013.
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking corporation
By: Magnolia Portfolio,LLC,a—l-!aware limited liability
company, ' A • - -in-'�r�'
By: • • �
Name: R.Patterson Jac
Title: Authorized Signatory
.e r c 4 f 0 -1-k Io we.r-
d4&!c(ri-2-c� Y�eer� Ch :
ACKNOWLRDGMCNT Ol /% r.:.0 13
STATE OF CALIFORNIA a l V 3 2 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 'on,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:
AMO Ref.:2510.144AP I
Loan Name;GURUGOVIND LLC
Loan Ref.:26475889001
Inst. # 201305556 - Page 4 of 5
State of California
)
County of Orange )
On February�a , 2013,before me,Lynn Mattson,Notary Public,personally appeared
R. Patterson Jacks , who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct. . .
WITNESS my hand and official seal. - - -
47-"..T.....(444.:--19 o`""► LYNN M:or.TgON
a Commission 1930475
z . Notary PubliCalifornia i
Orange County •
�� �� 0 (SEAL) My Comm.Expires Mar 27,2015
Public Signature
Inst. # 201305556 - Page 5 of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE
•CARLISLE, PA 17013 JLL111
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 $50.50
I Certify this to be recorded
in Cumberland County PA
of cu, r
•
411Kc$NIV
• � RECORDER OF DEEDS
+aso
•
*-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, written or oral, by the Assignor, all right, title and
interest of the Assignor in and to the loan identified on Exhibit A attached hereto (the "Loan"),
including without limitation all of Assignor 's right, title and interest in any guaranties, loan
participation interests, indemnities, claims,collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands,causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan,
together with any other documents or instruments executed and/or delivered in connection with
or otherwise related to the Loan.
Dated this la.-of February, 2013
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO,LLC,a Delaware
limited liab' ' compan Attorney-in-Fact
By: •
Name: R.Patterson Jackson
Title: Authorized Signatory
AMO Rrf.: 2510.144
Loan Namc: GURtIGOVINI)1.I.0
Loan Rcf.:26475889001
EXHIBIT"A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
That certain loan dated July 8, 2008, in the stated original principal amount of $5,110,000.00,
executed by Gurugovind, LLC to Orrstown Bank, which is secured by properties located in
Cumberland County, State of Pennsylvania.
AMC/Ref.: 2510.144
Loan Name: GIIRIIGOVIND LI.0
Loan Ref.:26475889001
EXHIBIT B
BUSINESS#1970650 v.1
...•
•
• PROMISSORY NOTE
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 Million 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
...............
. •" ~ M..
IROMISSORY NOTE
Loan No: 26475889001 (Continued) Page 2
lit
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.
(D) 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
J
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 inaccuracy(ies) should be sent to
us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG, PA 17257.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,
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 110%)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.'0,LLC
, :ttnn:v
Zg.0)::ZUMOMWRZZE:a:MaagASea1) By Navin K. tel,Member o Gurugovin.,LLC a i nt K. tel, Member � r govmd, LLC
Magff .Viz•:,
•.....>. J:}......::.:..:. Seal) .. .:.......
Ma .j K.Patel,Member of Gurugovind,LLC Kanjib al R.Patel,M- ,er of urugovind,LLC
LASER PRO Leneeg.Vs.5.40.00.000 Cep.N✓4nd Fiwn.itl SeA,rim,s Inc.1997.2008. All 910110 R.,x:e<. -PA,:1CFa1LP1.1D20.FC 1520105
•
EXHIBIT C
BUSINESS#1970650 v.1
9r-')/
l/
Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
PO BOX 250
SHIPPENSBURG,PA
17257
WHEN RECORDED MAIL
TO:
•
ORRSTOWN BANK
77 EAST KING STREET
P.O.BOX 260
SHIPPENSBURG,PA
17267
FOR RECORDER'S USE ONLY
OPEN - END CONSTRUCTION MORTGAGE AND SECURITY AGREEMENT
THIS IS A PURCHASE MONEY MORTGAGE
(This instrument is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S.
§§8143 and 8144,Act No. 126 of f990)
Amount Secured Hereby: 55,1 1 0,000.00
THIS MORTGAGE dated July 8,2008,is made and executed between Gurugovind,LLC,whose
address is 1188 Greenfield Drive, Mechanicsburg, PA 17055 (referred to below as "Grantor")
and ORRSTOWN BANK, whose address Is 77 EAST KING STREET, P 0 BOX 250, •
SHIPPENSBURG,PA 17257 (referred to below as "Lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases,confirms and mortgages to Lender all of Grantor's right,title,and interest In and to the following described
real property, together with all existing or subsequently erected or affixed buildings, Improvements and fixtures; all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, '
hereditaments,end appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and
remainders with respect thereto;all water,water rights,watercourses end ditch rights(including stock in utilities with
ditch or Irrigation rights); and all other rights, royalties, and profits relating to the real property, Including without
limitation all minerals,oil,gas,geothermal and similar matters, (the "Real Property")located in Cumberland
County,Commonwealth of Pennsylvania:
• See attached
The Real Property or its address Is commonly known as 4900 and 4930 Woodland Drive,
Enola,PA 17025.
CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus
interest thereon,of Grantor to Lender,or any one or more of them,as well as all claims by Lender against Grantor or
any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the
Note,whether voluntary or otherwise,whether due or not due,direct or indirect,determined or undetermined,absolute
( or contingent, liquidated or unliquidated, whether Grantor may be liable Individually or Jointly with others, whether
obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or
hereafter may become barred by any statute of limitations,and whether the obligation to repay such amounts may be or
hereafter may become otherwise unenforceable.
Grantor presently assigns to Lender all of Grantor's right,title,and interest in and to all present and future leases of the
Property and all Rents from the Property. In addition,Grantor grants to Lender a Uniform Commercial Code security
Interest In the Personal Property and Rents.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND
PERSONAL PROPERTY,IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF
ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,110,000.00,THE
RELATED DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING
TERMS;
PURCHASE MONEY MORTGAGE. If any of the debt secured by this Mortgage is lent to Grantor to acquire title to the
Real Property,this Mortgage shall be a purchase money mortgage under 42 P.S.Section 8141.
PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage, Grantor shall pay to Lender all
amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this
Mortgage.
CONSTRUCTION MORTGAGE. This Mortgage Is a "construction mortgage" for the purposes of Sections 9-334 and
2A-309 of the Uniform Commercial Code,as those sections have been adopted by the Commonwealth of Pennsylvania.
• POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the
Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of en Event of Default,Grantor may (1) remain in possession and
control of the Property; 121 use,operate or menage the Property;and 13) collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs,
replacements,and maintenance necessary to preserve its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: 11) During the period of
Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal,
release or threatened release of any Hazardous Substance by any person on,under,about or from the Property;
MORTGAGE
(Continued) Page 2
(2) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and
acknowledged by Lender In writing, (a) any breach or violation of any Environmental Laws, (b) any use,
generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance
on, under, about or from the Property by any prior owners or occupants of the Property,or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously
disclosed to and acknowledged by Lender In writing, (al neither Grantor nor any tenant,contractor,agent or other
authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous
i Substance on,under,about or from the Property;and lb) any such activity shall be conducted in compliance with
all applicable federal, state, and local laws, regulations and ordinances, including without limitation all
Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such
inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any inspections or testa made by Lender shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or
to any other person. The representations and warranties contained herein are based on Grantor's due diligence in
Investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under
any such laws;and (21 agrees to indemnify,defend,and hold harmless Lender against any and all claims,losses,
liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from
a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage,
disposal,release or threatened release occurring prior to Grantor's ownership or Interest in the Property,whether
or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage,
including the obligation to indemnify and defend,shall survive the payment of the Indebtedness end the satisfaction
and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any Interest in
the Property,whether by foreclosure or otherwise.
Nulsanoo,Waste, Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any
stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the
foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(including
oil and gasl,coal,clay,scoria,soil,gravel or rock products without Lender's prior written consent.
Removal of improvements. Grantor shall not demolish or remove any Improvements from the Reel Property
without Lender's prior written consent. As a condition to the removal of any improvements,Lender may require
Grantor to make arrangements satisfactory to Lender to replace such improvements with Improvements of at least
equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all
reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's
compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and
regulations,now or hereafter In effect,of all governmental authorities applicable to the use or occupancy of the
Property,including without limitation,the Americans With Disabilities Act. Grantor may contest in good faith any
such law,ordinance,or regulation and withhold compliance during any proceeding,including appropriate appeals,
so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion,Lender's
interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety
bond,reasonably satisfactory to Lender,to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other
acts,In addition to those acts set forth above In this section,which from the character and use of the Property are
reasonably necessary to protect and preserve the Property.
DUE ON SALE-CONSENT BY LENDER. Lender may,at Lender's option,declare immediately due and payable all sums
secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real
Property,or any Interest in the Real Property. A"sale or transfer"means the conveyance of Real Property or any right,
title or Interest in the Real Property;whether legal,beneficial or equitable;whether voluntary or involuntary;whether by
c,Itdghtsele_dead,_installmentsolecontractrlend coatrect„.-contract-tor-deed,-leaseheld-Interest-with-e-term-greater
than three 131 years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest In or to any lend
trust holding title to the Reel Property,or by any other method of conveyance of an interest in the Real Property. If any
Grantor is a corporation,partnership or limited liability company,transfer also Includes any change In ownership of more
than twenty-five percent(25%1 of the voting stock,partnership interests or limited liability company interests,as the
case may be,of such Grantor. However,this option shell not be exercised by Lender If such exercise Is prohibited by
federal law or by Pennsylvania law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage:
Payment, Grantor shall pay when due land In all events prior to delinquency)all taxes,payroll taxes,special taxes,
assessments,water charges and sewer service charges lovled against or on account of the Property,and shell pay
when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shell
maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage,
except for those liens specifically agreed to in writing by Lender,and except for the lien of taxes and assessments
not due as further specified in the Right to Contest paragraph.
Right to Contest. Grantor may withhold payment of any tax,assessment,or claim In connection with a good faith
dispute over the obligation to pay,so long as Lender's interest In the Property is not jeopardized. If a lien arises or
Is filed as a result of nonpayment,Grantor shall within fifteen 1151 days after the lien arises or,if a lien Is filed,
within fifteen 1161 days after Grantor has notice of the filing,secure the discharge of the lien,or if requested by
Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In an
amount sufficient to discharge the lien plus any costs and reasonable attorneys'fees,or other charges that could
accrue as a result of a foreclosure or sale under the lien. In any contest,Grantor shall defend Itself and Lender and
shall satisfy any adverse Judgment before enforcement against the Property. Grantor shall name Lender as an
additional obligee under any surety bond furnished In the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes
or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written
statement of the taxes and assessments against the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen(151 days before any work Is commenced,any
services are furnished,or any materials are supplied to the Property,if any mechanic's lien,materfalmen's lien,or
other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
Improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this
MORTGAGE
(Continued) Page 3
Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire Insurance with standard extended
coverage endorsements on a replacement basis for the full Insurable value covering all Improvements on the Real
Property In an amount sufficient to avoid application of any coinsurance clause, end with a standard mortgagee
clause In favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such
coverage amounts as Lender may request with Lender being named as additional Insureds In such liability Insurance
policies. Additionally,Grantor shall maintain such other insurance,Including but not limited to hazard,business
Interruption and boiler Insurance as Lender may require. Policies shall be written by such Insurance companies and
in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten it 0)days'prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to
give such notice. Each insurance policy also shall Include an endorsement providing that coverage in favor of
Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. Should the
Real Property be located in en area designated by the Director of the Federal Emergency Management Agency as a
special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,11 available,within 45
days after notice Is given by Lender that the Property Is located In a special flood hazard area,for the full unpaid
principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits
set under the National Flood Insurance Program, or as otherwise required by Lender, end to maintain such
insurance for the term of the loan.
Application of Proceeds. Grantor shell promptly notify Lender of any loss or damage to the Property. Lender may
make proof of loss if Grantor falls to do so within fifteen 115)days of the casualty. Whether or not Lender's
security is impaired,Lender may,at Lender's election,receive and retain the proceeds of any insurance and apply
the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration
and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or
replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon
satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration if Grantor Is not In default under this Mortgage. Any proceeds which have not been disbursed
within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property
shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest,and the
remainder,If any,shell be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after
payment In full of the indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear.
Grantor's Report on Insurance. Upon request of Lender,however not more than once a year,Grantor shall furnish
to Lender a report on each existing policy of Insurance showing: (1) the name of the insurer; 12) the risks
insured; 13) the amount of the policy; (41 the property Insured,the then current replacement value of such
property,and the manner of determining that value;and (5) the expiration date of the policy. Grantor shall,upon
request of Lender,have en independent appraiser satisfactory to Lender determine the cash value replacement cost
of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest In
the Property or if Grantor falls to comply with any provision of this Mortgage or any Related Documents,Including but
not limited to Grantor's failure to discharge or pay when due any amounts Grantor Is required to discharge or pay under
this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shell not be obligated to)take any action
that Lender deems appropriate,Including but not limited to discharging or paying all taxes,liens,security interests,
encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring,
maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then
beer Interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by
Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on
demand; (B) be added to the balance of the Note end be apportioned among and be payable with any Installment
payments to become due during either (1) the term of any applicable insurance policy;or 121 the remaining term of
the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity, The Mortgage
also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which
Lender may Pe entitled upon Uetault. Grantor's obligation to Lender for all such expenses shall survive the entry of any
mortgage foreclosure Judgment.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this
Mortgage:
Title. Grantor warrants that: (al Grantor holds good and marketable title of record to the Property In fee simple,
free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any
title insurance policy,title report,or final title opinion issued In favor of,and accepted by, Lender in connection
with this Mortgage,and (b)Grantor has the full right,power,and authority to execute and deliver this Mortgage to
Lender.
Defense of Title. Subiect to the exception in the paragraph above,Grantor warrants and will forever defend the
title to the Property against the lawful claims of all persona. In the event any action or proceeding Is commenced
that questions Grantor's title or the Interest of Lender under this Mortgage, Grantor shell defend the action at
Grantor's expense. Grantor may be the'nominal party In such proceeding, but Lender shall be entitled to
participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and
Grantor will deliver,or cause to be delivered,to Lender such Instruments as Lender may request from time to time
to permit such participation.
Compliance With Laws, Grantor warrants that the Property and Grantor's use of the Property compiles with all
existing applicable laws,ordinances,and regulations of governmental authorities.
Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor In
this Mortgage shall survive the execution and delivery of this Mortgage,shell be continuing In nature,and shall
remain In full force and effect until such time ea Grantor's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding in condemnation is filed,Grantor shall promptly notify Lender In writing, and
Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal party in such proceeding,but Lender shall be entitled to participate in the proceeding and to be
represented in the proceeding by counsel of its own choice,and Grantor wit deliver or cause to be delivered to
Lender such Instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by
any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net
•
MORTGAGE
(Continued) Page 4
proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees
incurred by Lender In connection with the condemnation,
IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating
to governmental taxes,fees and charges are a part of this Mortgage:
Current Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents In addition to
this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lion on the
Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees,
documentary stamps,and other charges for recording or registering this Mortgage.
Taxes, The following shall constitute taxes to which this section applies; 111 a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor
which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of
Mortgage; (31 a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) a
specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage,
this event shell have the same effect as an Event of Default,and Lender may exercise any or all of its available
remedies for en Event of Default as provided below unless Grantor either ill pays the tax before it becomes
delinquent,or (21 contests the tax as provided above in the Taxes and Liens section and deposits with Lender
cash or a sufficient corporate surety bond or other aeotirlty satisfactory to Lender.
SECURITY AGREEMENT:FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security
agreement are a part of this Mortgage:
Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property
constitutes fixtures,and Lender shell have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time.
Security Interest. Upon request by Lender,Grantor shall take whatever action Is requested by Lender to perfect
and continue Lender's security Interest In the Rents and Personal Property. In addition to recording this Mortgage
in the real property records,Lender may,at any time and without further authorization from Grantor,file executed
counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses Incurred in perfecting or continuing this security Interest. Upon default,Grantor shall not remove,
sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and
make It available to Lender within three (31 days after receipt of written demand from Lender to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor {debtor) and Lender (secured party) from which information
concerning the security Interest granted by this Mortgage may be obtained leach as required by the Uniform
Commercial Code)are as stated on the first page of this Mortgage.
FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and
additional authorizations area part of this Mortgage:
Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and
deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by
Lender,cause to be flied,recorded,rallied,or rerecorded,as the case may be,at such times and In such offices
and places as Lender may deem appropriate,any and all such mortgagee,deeds of trust,security deeds,security
agreements, financing statements, continuation statements, Instruments of further assurance, certificates, and
other documents as may,In the sole opinion of Lender,be necessary or desirable In order to effectuate,complete,
perfect, continue, or preserve (11 Grantor's obligations under the Note, this Mortgage, and the Related
Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the
Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the
antra r-y-In-waiting,-Granter-shall-relmburee4ender-far-ell--seats-and-expenses-Incurred-in-eennectlom-with-thu
matters referred to In this paragraph.
Additional Authorizations. If Grantor falls to do any of the things referred to in the preceding paragraph,Lender
may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or
desirable, In Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is
understood that nothing set forth herein shall require Lender to take any such actions.
FULL PERFORMANCE. if Grantor pays all the Indebtedness when due, and otherwise performs all the obligations
Imposed upon Grantor under this Mortgage,Lender shall execute and deliver to Grantor a suitable satisfaction of this
Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest
In the Rents and the Personal Property. Grantor will pay,If permitted by applicable law,any reasonable termination fee
as determined by Lender from time to time.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this
Mortgage:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for
taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien.
Other Defaults, Grantor fails to comply with or to perform any other term, obligation, covenant or condition
contained In this Mortgage or in any of the Related Documents or to comply with or to perform any term,
obligation,covenant or condition contained in any other agreement between Lender and Grantor.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on
Grantor's behalf under this Mortgage or the Related Documents Is false or misleading In any material respect,
either now or at the time made or furnished or becomes false or misleading at any time thereafter.
Defective Collaterallzation. This Mortgage or any of the Related Documents ceases to be In full force and effect
(Including failure of any collateral document to create a valid and perfected security Interest or lien)at any time and
for any reason.
Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any
member withdraws from the limited liability company,or any other termination of Grantor's existence as a going
business or the death of any member, the insolvency of Grantor,the appointment of a receiver for any part of
Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the
MORTGAGE
(Continued) Page 5
commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judicial
proceeding,self-help,repossession or any other method,by any creditor of Grantor or by any governmental agency
against any property securing the Indebtedness. This Includes a garnishment of any of Grantor's accounts,
including deposit accounts, with Lender. However, this Event of Default shall not apply if there Is a good faith
dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and If Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender,in its
sole discretion,as being an adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and
Lender that is not remedied within any grace period provided therein,including without limitation any agreement
concerning any Indebtedness or other obligation of Grantor to Lender,whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability
under,any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness Is Impaired.
Insecurity. Lender in good faith believes itself Insecure,
Right to Cure. If any default,other than a default In payment is curable and If Grantor has not been given a notice
of a breech of the same provision of this Mortgage within the preceding twelve(12)months,It may be cured If
Grantor,after receiving written notice from Lender demanding cure of such default: 11) cures the default within
fifteen(15)days;or (21 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 end thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender,
at Lender's option,may exercise any one or more of the following rights and remedies,In addition to any other rights or
remedies provided by law:
Accelerate Indebtedness. Lender shall have the right at Its option, after giving such notices as required by
applicable law,to declare the entire indebtedness immediately due and payable.
UCC Remedies. With respect to all or any port of the Personal Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collect Rants. Lender shell have the right, without notice to Grantor, to take possession of the Property and
collect the Rents,Including amounts past due and unpaid,and apply the net proceeds,over and above Lender's
costs,against the Indebtedness. In furtherance of this right,Lender may require any tenant or other user of the
Property to make payments of rent or use fees directly to Lender. If the Rents era collected by Lender,then
Grantor Irrevocably authorizes Lender to endorse Instruments received In payment thereof in the name of Grantor
and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to
Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds
for the demand existed. Lender may exorcise Its rights under this subparagraph either In person,by agent, or
through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of
the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or
sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the
receivership,against the Indebtedness. The receiver may serve without bond If permitted by law. Lender's right
to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a
receiver.
Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's Interest in all or any part of the
Property.
Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes
and empowers any attorney of any court of record In the Commonwealth of Pennsylvania or elsewhere,as attorney
for Lender and all persons claiming under or through Lender,to sign an agreement for entering in any competent
court an amicable action In ejectment for possession of the Property and to appear for and confess judgment
against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of
possession of the Property,without any stay of execution,far which this Mortgage,or a copy of this Mortgage
verified by affidavit,shall be a sufficient warrant:and thereupon a writ of possession may be issued forthwith,
without any prior writ or proceeding whatsoever.
Nonjudicial Sale. If permitted by applicable law,Lender may foreclose Grantor's interest In all or in any part of the
Personal Property or the Real Property by non-Judicial sale.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided in this section.
Tenancy at Sufferance. II Grantor remains In possession of the Property after the Property Is sold as provided
above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor,Grantor shall
become a tenant at sufferance of Lender or the purchaser of the Property and shall,at Lender's option,either 11)
pay a reasonable rental for the use of the Property,or 12) vacate the Property immediately upon the demand of
Lender.
Other Remedies. Lender shall have all other rights and remedies provided In this Mortgage or the Note or available
at law or In equity.
Sale of the Property. To the extent permitted by applicable law,Grantor hereby waives any and all right to have
the Property marshalled. in exercising Its rights and remedies,Lender shall be free to sell all or any part of the
Property together or separately,In one sale or by separate sales. Lender shall be entitled to bid at any public sale
on all or any portion of the Property.
Notice of Salo. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal
Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be
made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least ten 1101
days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with
any sale of the Real Property.
MORTGAGE
(Continued) Page 6
• Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and
an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,after
Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise Its remedies. Nothing
under this Mortgage or otherwise shall he construed so as to limit or restrict the rights and remedies available to
Lender following an Event of Default,or in any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against
any other collateral directly or indirectly securing the indebtedness.
Attorneys'Fees;Expanses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage,
Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and
upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all
reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of its
Interest or the enforcement of Its rights shall become a part of the indebtedness payable on demand and shell bear
Interest at the Note rate from the date of the expenditure until repaid. Expanses covered by this paragraph include,
without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and
Lender's legal expenses,whether or not there is a lawsuit,including reasonable attorneys'fees and expenses for
bankruptcy proceedings(including efforts to modify or vacate any automatic stay or Injunction),appeals,and any
anticipated post-judgment collection services, the cost of searching records, obtaining title reports (Including
foreclosure reports), surveyors' reports, and appraisal fees and title Insurance, to the extent permitted by
applioable law. Grantor also will pay any court costs,In addition to all other sums provided by law,
NOTICES. Unless otherwise provided by applicable law,any notice required to be given under this Mortgage shall be
given in writing, and shall be effective when actually delivered, when actually received by telefacsimlle (unless
otherwise required by law),when deposited with a nationally recognized overnight courier,or,if mailed,when deposited
in the United States mall,as first class,certified or registered mall postage prepaid,directed to the addresses shown
near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority
over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,et,seq.,shall be sent to Lender's address,as
shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by
giving formal written notice to the other parties, specifying that the purpose of the notice Is to change the party's
address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless
otherwise provided by applicable law,if there is more than one Grantor,any notice given by Lender to any Grantor is
deemed to be notice given to all Grantors.
ADVANCE MONEY MORTGAGE. (Al This Mortgage secures future advances made pursuant to the Note or Related
Documents. Without limiting the foregoing,this Mortgage secures all advances made by Lender or Banks of any kind or
nature described In 42 Pa.C.S.A.§8144. (B) If Grantor sends a written notice to Lender which purports to limit the
indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or
for the benefit of Grantor,such a notice shall be ineffective as to any future advances made: (1) to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made;(2) to pay taxes,
assessments,maintenance charges and insurance premiums;(3) for costs Incurred for the protection of the Property or
the lien of this Mortgage;(4) on account of expenses Incurred by Lender by reason of a default of Grantor hereunder or
under the Related Documents or under the Note;and(5) on account of any other costs incurred by Lender to protect
and preserve the Property or the lien of this Mortgage. It is the Intention of the parties hereto that any such advance
made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports, If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender,upon request,a certified statement of net operating income received from the Property during Grantor's
previous fiscal year in such form and detail as Lender shall require. "Net operating income"shall mean all cash
.Ipts from the.Pwpecty less-all.cash-expendiwres aaade-iwaennestier-witta-t4te-eperagen-ef-the-Property.
Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to
interpret or define the provisions of this Mortgage.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such
waiver is given In writing and signed by Lender. No delay or omission on the pert of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lender and
Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender Is required under this Mortgage,the granting of such consent by
Lender In any instance shall not constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole discretion of Lender,
Severablllty. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or
unenforceable as to any other circumstance. If feasible,the offending provision shall be considered modified so
that It becomes legal, valid and enforceable. If the offending provision cannot be so modified, It shall be
considered deleted from this Mortgage. Unless otherwise required by law, the illegality, Invalidity, or
unenforceability of any provision of this Mortgage shall not effect the legality,validity or enforceability of any other
provision of this Mortgage.
Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or
estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent
of Lender.
Successor Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal
representatives,successors,and assigns,and shell be enforceable by Lender and its successors and assigns.
Time is of the Essence. Time Is of the essence in the performance of this Mortgage,
DEFINITIONS, The following capitalized words and terms shall have the following meanings when used in this
Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful
money of the United States of America. Words and terms used in the singular shall Include the plural,and the plural
shall Include the singular,as the context may require. Words and terms not otherwise defined in this Mortgage shall
have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Gurugovind, LLC and Includes all co-signers and co-makers signing the
MORTGAGE
(Continued) Page 7
Note and all their successors and assigns.
Default. The word"Default"means the Default set forth In this Mortgage In the section titled"Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1880,as emended,42
U.S.C.Section 9601,at seq. ("CERCLA"),the Superfund Amendments end Reauthorization Act of 1986,Pub.L.
No.99-499("SARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource
Conservation and Recovery Act,42 U.S.C.Section 6901,et seq.,or other applicable state or federal laws,rules,
or regulations adopted pursuant thereto.
Event of Default. The words"Event of Default"mean any of the events of default set forth in this Mortgage In the
events of default section of this Mortgage.
Grantor. The word"Grantor"means Gurugovind,LLC.
Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the
Indebtedness.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a
guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity,
concentration or physical,chemical or Infectious characteristics,may cause or pose a present or potential hazard
to human health or the environment when Improperly used,treated,stored,disposed of,generated,manufactured,
transported or otherwise handled. The words"Hazardous Substances"are used in their very broadest sense and
include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed
under the Environmental Laws. The term"Hazardous Substances"also includes,without limitation,petroleum and
petroleum by-products or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing and future Improvements, buildings, structures,
mobile homes affixed on the Real Property,facilities,additions,replacements and other construction on the Real
Property.
Indebtedness. The word "Indebtedness" means all principal, interest,and other amounts, costs and expenses
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Grantor's obligations or expenses Incurred by Lander to enforce Grantor's obligations under
this Mortgage, together with Interest on such amounts as provided in this Mortgage. The liens and security
Interests created pursuant to this Mortgage covering the indebtedness which may be created in the future shall
relate back to the date of this Mortgage. Specifically,without limitation,indebtedness includes all amounts that
may be Indirectly secured by the Cross-Collateralization provision of this Mortgage.
Lender. The word"Lander"means ORRSTOWN BANK,its successors and assigns.
Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender.
Note. The word"Note"means the promissory note dated July 8,2008,In the original principal amount of
$5,110,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of,
refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of
the Note is July 8,2029.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE,
Personal Property. The words"Personal Property" mean all equipment, fixtures, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property;
together with all accessions, parts,and additions to,all replacements of, and all substitutions for, any of such
property; and together with all proceeds (Including without limitation all Insurance proceeds and refunds of
premiums)from any sale or other disposition of the Property.
Property. The word"Property"means collectively the Real Property and the Personal Property.
Real Property. The words"Real Property"mean the real property,Interests end rights,as further described in this
Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter
existing,executed in connection with the Indebtedness.
Rents, The word"Rents" means all present and future rants, revenues, income, issues, royalties,profits, and
other benefits derived from the Property.
•
MORTGAGE
(Continued) Page 8
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES
TO ITS TERMS.
THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE
AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANTOR:
GURUGOVIN LC
BY-M1,1';;' s c... fi�.':: x' r:;.s: lSeali
Navin K.Patel,Member of Gurugovind,LLC
I ant K. tel,Mamba of Gurugovind, LLC
By „�'gi--, 2y,11-24 ° fi s 1 1 1.:; u 1 $0..,.'0;semi
Manoj Kt P.tel.Member of Gurugovind,LLC
BY# .r ass A ,: e .•. 7Seall
I(an�ibh•I R.Patel �•f-tu govind,LLC
Signed,ac ovule• d and' livered in the presence of:
X /II 14,1%�r
Witness fti '. ' 7 ,
fir‘i,
X
Witness
CERTIFICATE OF RESIDENCE
I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein is as follows:
SEVEN GABLES OFFICE,77 EAST KING STREET,P 0 BOX 250,SHIPPENSBURG,PA j7267
Attorney or AA�ggge nnnStG_`.''fforr✓Mortgagee
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
ISS
COUNTY OF —1)4JPHl1,/ )
On this,the 8' h day of '`/•>• ,20 6 before me
fl')If/P//([./Aci ,the undersigned Notary Public,personally appeared Nevin K.Patel.Member of
Gurugovind,LLC;Laxmlkant K.Patel,Member of Gurugovind,LLC:Manoj K.Patel,Member of Gurugovind,LLC;and
Kanjlbhal R. Patel, Member of Gurugovind, 1_10. who acknowledged themselves to be the members or designated
agents of Gurugovind,LLC,a Limited Liability Company,and that they as such members or designated agents,being
authorized to do so,executed the foregoing Instrument for the purposes therein contained by signing the name of the
Limited Liability Company by themselves as members or designated agents.
In witness whereof,I hereunto set my hand and off/j tlal seal. }•
COMMONWEALTH
EALTH OF PENNSYLVANIA L.• //..6fr(Ce(.-C, - •
NOTARIAL SEAL , t
MICHELLE ELLIOTT NOTARY PUBLIC Notary Public In and for the State of e. ?. '
DERRY TOWNSHIP DAUPHIN COUNTY : r .r . _ •
MY COMMISSION EXPIRES JUNE 9,2011 ' •'i
• •
• ,i
LASER PRO Lending,Ver.5.40,00.003 Copr.Harland Financial Solutions,Inc.1997,2008. All Rights Reserved. -
PA c:\CFl\LPL\G03.FC TR-20106 PR-1
•
1 _
• •
EXHIBIT"A"—LEGAL DESCRIPTION
OPEN-END CONSTRUCTION MORTGAGE AND SECURITY AGREEMENT OF
GURUGOVIND,LLC,TO ORRSTOWN BANK DATED JULY 8,2008
PARCEL NO.1(Cumberland County Tax Parcel No.10-14-0840-041B):
ALL THAT CERTAIN parcel of ground known as 4930 Woodland Drive, as shown on a plan entitled
"Preliminary/Final Subdivision Plan for Turkey Hill Mini Market"prepared by Dawood Engineering,and recorded
with the Cumberland County Recorder of Deeds in Plan Book 93 page 11 on August 28, 2006,located in the
Township of Hampden,within the County of Cumberland,in the Commonwealth of Pennsylvania,being more fully
bounded and described as follows to WIT:
Beginning at a concrete monument to be set on the northern right-of-way of Woodland Drive at the
southeast corner of New Lot 1 as shown on the aforementioned Subdivision Plan, Said monument located North
Eighty-five Degrees Twenty-five Minutes Six Seconds East(N 85°25'06"E)a distance of One Hundred Ninety-
nine and Seven Hundredths feet(199,07')from an iron pin to be set on the northern right-of-way of Woodland
Drive and the dedicated right-of-way for Good Hope Road(S.R.1013);
Thence along said New Lot 1 North Four Degrees Fourteen Minutes Thirty-nine Seconds West (N
04°14'39"W)a distance of Two Hundred Ninety-five and Eighty-nine Hundredths feet(295.89')to a concrete
monument to be set on the southern right-of-way of Wertzville Road(SR.944);
Thence along the southern right-of-way of Wertzville Road(SR.944)South Eighty-seven Degrees Ten
Minutes Thirty-seven Seconds East(S 87°10'37"B)a distance of Two Hundred Thirty-nine and Twelve Hundredths
feet (239.12') to an iron pin to be set at the northwestern corner of lands now or formerly of Jamestown
Development Company;
Thence along lands now or formerly of Jamestown Development Company South Zero Degrees Thirty-nine
Minutes Nine Seconds East(S 00°39'09"E)a distance of Forty-two and Ninety-five Hundredths feet(42.95')to an
iron pin to be sct at the same;
Thence along the same South Twelve Degrees Ten Minutes Thirty-nine Seconds East(S 12°10'39"B)a
distance of Two Hundred Twenty-four and Nineteen Hundredths feet(224.19')to an iron pin found on the northern
right-of-way of Woodland Drive;
Thence along the northern right-of-way of Woodland Drive South Eighty-five Degrees Twenty-five
Minutes Six Seconds West(S 85°25'06"W)a distance of Two Hundred Sixty-five and Fifty-six Hundredths feet
(265,56')to a concrete monument to be set on the northern right-of-way of Woodland Drive at the southeast corner
of New Lot I as shown on the aforementioned Subdivision Plan,the PLACE OF BEGINNING.
The above described tract being known as 4930 Woodland Drive as on a plan entitled"Preliminary/Final
Subdivision Plan for Turkey Hill Mini Market" prepared by Dawood Engineering, and recorded with the
Cumberland County Recorder of Deeds in Plan Book 93 page 11 on August 28, 2006, containing Sixty-nine
Thousand Three Hundred Forty-three square feet,more or less(69,343+/-sq.ft.).
•
PARCEL NO.2(Cumberland County Tax Parcel No.10-14-0840-040):
TRACT NO.1 of Parcel No.2:
ALL THAT CERTAIN piece or parcel of land situate in the Township of Hampden,County of Cumberland and
Commonwealth of Pennsylvania,bounded and described as follows,to wit:
BEGINNING at a point in a public road leading from Wertzville Road to Enola at corner of lands now or formerly
of Harold F.Walters and Mildred A.Walters,his wife;thence by lands now or formerly of Harold F.Walters and
Mildred A.Walters,his wife,South 04 degrees 39 minutes East,a distance of 283.10 feet to a point;thence North
63 degrees 55 minutes West, a distance of 19.08 feet to a point; thence North 05 degrees 25 minutes West,a
distance of 180.68 feet East to a point;thence North 06 degrees 50 minutes East,a distance of 94.57 feet to a point
in a public road leading from Wertzville to Enola at the point or place of BEGINNING.
CONTAINING 0.09 acres.
BEING the same premises as shown on a survey by D.P.Raffensperger,R.S.,dated July 25,1966.
TRACT NO.2 of Parcel No.2:
ALL THAT CERTAIN tract of land situate in Hampden Township,Cumberland County,Pennsylvania, more
particularly bounded and described as follows,to wit:
BEGINNING at a spike in the center of a public road leading from Wertzville to Enola at line of lands now or
formerly of Frank Cekovic;thence along land now or formerly of Frank Cekovic,South 04 degrees 39 minutes East,
294.16 feet to a stake at line of land now or formerly of Mac M.Kob;thence continuing along the land now or
formerly of Mac M.Kob,North 63 degrees 55 minutes West, 105.21 feet to a stake;thence North 04 degrees 39
minutes West,285.10 feet to a spike in the center of the aforementioned public road;thence along the center of the
aforementioned public road,South 69 degrees 23 minutes East,100.00 feet to a spike and place of BEGINNING.
TRACT NO.3 of Parcel No.2:
ALL THAT CERTAIN triangular shaped parcel of land situate in Hampden Township, Cumberland County,
Pennsylvania,bounded and described as follows,to wit:
BEGINNING at a point at the southwest corner of lands now or formerly of the Walters;thence in a southeasterly
direction along lands now or formerly of the Walters,94.00 feet,more or less,to a point on the northerly right-of-
way line for a service road;thence along said service road in a westerly direction,82.00 feet,more or less,to a point
on the northerly right-of-way line of said service road,said point being located at lands now or formerly of Harold
F.Walters and Mildred A.Walters,his wife;thence in a northwesterly direction in a straight line,40.00 feet,more
or less, to a point on the southwest corner of lands now or formerly of the Walters, the point or place of
BEGINNING.
BEING a triangular shaped piece of land located at the southwest comer of lands now or formerly of Oscar N.
Pumarejo and Faye E. Pumarejo,his wife, formed by condemnation activities specifically with reference to that
certain service road which runs generally in an east—west direction.
TOGETHER known as 4900 Woodland Drive,Enola,PA
Exhibit"A"—Page 2
ROBERT P.ZIEGLER
RECORDER OF DEEDS •CUMBERLAND COUNTY
COUNTY
1 COURTHOUSE SQUARE t •
CARLISLE,PA 17013 :' e�' _ ii r,�._
717-240-6370 �{ 6 A
Instrument Number-200823381
Recorded 0117/9/2008 At 3:25:33 PM *Total Pages-11
*Instrument Type-MORTGAGE
Invoice Number-24785 User ID-RAK
*Mortgagor-GURUGOVIND LLC
*Mortgagee-ORRSTOWN BANK
*Customer-JAMES ET AL
*FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS/ACCESS TO $10.00
JUSTICE DO NOT DETACH
RECORDING FEES — $24.50
RECORDER OF DEEDS
AFFORDABLE HOUSING $11.50 This page is now part
COUNTY ARCHIVES FEE $2.00 of this legal document.
ROD ARCHIVES FEE $3.00
TOTAL PAID $51.50
I Certify this to be recorded
in Cumberland County PA
/40C u'p cu�kBi
9
2ti1
• \ ���/
RECORDER 0 D.CDS
�
t'780 r/
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page.
000VX
111 111111111111O 111111111
STRADLEY RONON STEVENS &YOUNG, LLP f t `` ` 1'Ovc�
Gretchen M. Santamour(ID No. 41720) ;113 NOV 20 f I, 14
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square CUMBERLAND COUNTY
Y
Philadelphia, PA 19103
Tel. (215) 564-8000 Attorneys or intiff, Magnolia
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. DtvilTejAl NO. l3 - t0885
GURUGOVIND, LLC •
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, Gurugovind, LLC, 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 Note.
STRADLEY RONON STEVENS- & YOUNG, LLP
November PI, 2013 By: ,
"mow
Steven J. White, Esquire
Attorneys for Plaintiff, Magnolia Portfolio, LLC
BUSINESS#1970650 v.1
r ;LE3-C €-I1, -
STRADLEY RONON STEVENS&YOUNG,LLP i; T h J l f 4
Gretchen M. Santamour(ID No. 41720) 2013 NOV 20 AM E! 0
Steven J. White, Esquire(ID No. 206442)
2600 One Commerce Square CUMBERLAND COUNTY
Philadelphia,PA 19103 t'ENNo Y t�YAN1 A
Tel. (215) 564-8000 Attorneys or aintiff, Magnolia
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 - (o8 8.b lei V(ITer
GURUGOVIND,LLC •
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, Gurugovind, LLC, is 1188 Greenfield
Drive,Mechanicsburg,PA 17055.
5. The Defendant is not an individual, and therefore,the Defendant is not subject to
the provisions of the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto.
BUSINESS#1970650 v.1
...,iy
6. The address of Magnolia is 4675 Macarthur Court, Suite 1550,Newport Beach,
California 92660.
'4 ,,'
Brian Sosner, Asset Manager of Sabal Financial •
Group, LP, servicer for Plaintiff,Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS /1
DAY OF NOVEMBER, 2013
Notary Public
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
My Commission Expires Apr 29, 2017
-2 -
BUSINESS#1970650 v.1
`
■LE3-U c t+
STRADLEY RONON STEVENS & YOUNG, LLP THE PRO!H O N O TA P:,
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire(ID No. 206442) 28I3 NOV 20 AM H
2600 One Commerce Square
CUMBERLAND COUNTY
Philadelphia, PA 19103
Tel. (215)564-$000 P � �odifiblaintiff,Magnolia
Fax (215) 564-8120 Portfolio, LLC
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
w
4675 Macarthur Court, Suite 1550
•
Newport Beach,CA 92660 CIVIL ACTION
•
Plaintiff, • TERM
•
v.
GURUGOVIND,LLC
•
NO. 13 — (p$95 Terr1►
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#1970650 v.1
5. The Note,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 cre•'t trans • ion.
11.4
Brian Sosner,Asset Manager of Sabal Financial
Group,LP, servicer for Plaintiff,Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS 1/
D OF LOVE ABE' 2013
AL.A .W/ 4 i1
Notary Public
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
My Commission Expires Apr 29,2017
-2 -
BUSINESS#1970650 v.1
,, ` 1
STRADLEY RONON STEVENS &YOUNG, LLP ''{`' ' �
Gretchen M. Santamour(ID No. 41720) ?013 NOV 20 AM €1. l tt
Steven J. White,Esquire(ID No. 206442)
2600 One Commerce Square CUMBERLAND D COUNT Y
Philadelphia,PA 19103 AttorneygsWf ,l' gnoiia •
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. • Qv;tTer,t'GURUGOVIN D,LLC
NO. 13 6885 ►
118 8 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#1970650 v.1
, •
•
. 4
5. The Defendant,Gurugovind,LLC (the"Defendant"), is in default of its
obligations under the Note,as more fully set forth in the Complaint.
6. By reason of the Defendant's default under the Note, 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
Note)
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 Note.
7. The allegations in the Complaint are true and correct to the best of my knowledge,
information and belief. (p1/
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff,Magnolia
Portfolio,LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS f 1
DA�OF NOVEMBER, 2013
Notary Public
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
My Commission Expires Apr 29, 2017 0 BUSINESS#1970650 v.1
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.
1014/0/A,
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio,LLC
Dated: November i!,2013
BUSINESS#1970650 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. •
•
NO 13- L0885 �I V i I�PrCN1
•
GURUGOVIND, LLC
•
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
JUDGMENT BY CONFESSION
AND NOW, this 4) day of ROV 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,
Gurugovind, LLC, 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 uthon a he Note.
ITO
BUSINESS# 1970650 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. •
• NO. i3- Eo885 iv tem
•
GURUGOVIND, LLC
1188 Greenfield Drive •
•
Mechanicsburg, PA 17055
•
•
Defendant.
236 NOTICE
TO: GURUGOVIND, LLC
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.
4, 4011.14AP
PROTHONOTARY
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# 1970650 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. • f
NO. 13-6885 <r— '
GURUGOVIND, LLC • .:„ �'
1188 Greenfield Drive c?
Mechanicsburg, PA 17055 ; -
� ;
Defendant. • ..
MOTION OF PLAINTIFF,MAGNOLIA
PORTFOLIO,LLC,FOR THE APPOINTMENT OF RECEIVER
Pursuant to Pennsylvania Rule of Civil Procedure 1533(a), Plaintiff, Magnolia Portfolio,
LLC, successor by assignment to Orrstown Bank("Lender"), moves the Court for an Order
appointing a receiver to control, operate, and sell certain property owned by the Defendant,
Gurugovind, LLC (the"Borrower"). The factual and legal grounds for this Motion are set forth
in the accompanying Memorandum of Law, which is being filed contemporaneously herewith
and which is incorporated herein as if set forth in full. In addition thereto, the Lender hereby
avers as follows:
BACKGROUND
1. On or about July 8, 2008, the Lender extended a business loan to the Borrower in
the principal amount$5,110,000.00 (the "Loan"). The terms of the Loan are evidenced by that
certain Promissory Note dated July 8, 2008, executed by the Borrower in favor of the Lender(the
"Note"). A true and correct copy of the Note is attached hereto as Exhibit A and incorporated
by reference herein.
#1972282 v. 1
2. In order to secure its obligations to the Lender under the Note, the Borrower
executed that certain Open-End Mortgage and Security Agreement(the "Mortgage") and that
certain Assignment of Rents (the"Assignment," and collectively, with the Note, the Mortgage,
and all other documents evidencing or collateral to the Loan,the "Loan Documents"), each
dated July 8, 2008. The Mortgage and the Assignment encumber the real property commonly
known as 4900 and 4930 Woodland Drive, Enola, PA 17025 (the"Mortgaged Premises") and
additional property of the Borrower located thereupon(the "Additional Collateral"), as more
thoroughly described in each document. The Mortgaged Premises is a hotel more commonly
known as the Microtel Inn& Suites.
3. The Mortgage and the Assignment were both recorded with the Cumberland
County Recorder of Deeds on July 9, 2008, at Instrument Numbers 200823381 and 200823382
respectively. True and correct copies of the Mortgage and the Assignment are attached hereto as
Exhibit B and Exhibit C respectively, and each is incorporated by reference herein.
4. On or about December 20, 2012, and February 12, 2013, Orrstown Bank assigned
all of its right,title and interest in the Loan Documents to the Lender. True and correct copies of
the assignment agreements are attached hereto as Exhibit D and incorporated herein by
reference.
5. The Borrower defaulted under the Loan Documents by, inter alia, failing to make
monthly payments of principal and interest to the Lender when due and owing under the Loan
Documents. As a result of the defaults, on November 20, 2013,the Lender filed a complaint in
confession of judgment against the Borrower, commencing the instant matter.
6. At the time the Lender entered judgment against the Borrower on November 20,
2013, the Borrower was indebted to the Lender in the following amounts, pursuant to the terms
of the Loan Documents:
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
Note)
TOTAL $ 5,376,668.66
2
#1972282 v. 1
Pursuant to the Loan Documents,the Lender 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, attorneys' fees, as authorized under the Loan Documents.
7. Upon information and belief, a judge of the Cumberland County Court of
Common Pleas has not ruled upon any other issue in this matter, or any related matter.
8. For the reasons set forth below,the Lender requests the appointment of a receiver
to operate, manage and ultimately sell the Mortgaged Premises.
RIGHT TO A RECEIVER
9. The Lender has the contractual right to the appointment of a Receiver upon the
occurrence of an Event of Default under the Loan Documents.
10. The Mortgage and the Assignment clearly grant the Lender the right to appoint a
Receiver upon the occurrence of an Event of Default,providing as follows:
[U]pon the occurrence of an Event of Default,] Lender shall have
the right to have a receiver appointed to take possession of all or
any part of the [Mortgaged Premises], with the power to protect
and preserve the [Mortgaged Premises], to operate the [Mortgaged
Premises] preceding foreclosure or sale, and to collect the Rents
from the [Mortgaged Premises] and apply the proceeds, over and
above the cost of the receivership, against the Indebtedness.1 The
receiver may serve without bond if permitted by law. Lender's
right to the appointment of a receiver shall exist whether or not the
apparent value of the [Mortgaged Premises] exceeds the
Indebtedness by a substantial amount. Employment by Lender
shall not disqualify a person from serving as receiver.
(See Ex. B at 5; Ex. C. at 3).
11. Where a Mortgage provides for the appointment of a receiver in the event of a
default,the Court should honor the parties' agreement, including that portion of the parties'
agreement which provides for the appointment of a receiver. Metropolitan Life Ins. Co. v.
Liberty Ctr. Venture, 437 Pa. Super. 544, 650 A.2d 887 (1994).
1"Indebtedness"is defined in both the Mortgage and the Assignment as"all principal,interest,and other amounts,
costs and expenses payable under the Note or Related Documents,together with all renewals of,extensions of,
modifications of,consolidations of and substitutions for the Note or Related Documents and any amounts expended
or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's
obligations under this[instrument];together with interest on such amounts as provided in this[instrument]. . . .
Specifically,without limitation,Indebtedness includes all amounts which may be indirectly secured by the Cross-
Collateralization provision of this [instrument]." (See Ex.B at 7;Ex. C.at 4).
3
#1972282 v. 1
12. Therefore, in accordance with Pennsylvania law and the express terms of the
Mortgage and the Assignment,the Lender is entitled to the appointment of a receiver.
NECESSITY OF APPOINTING A RECEIVER
13. The Lender herein seeks to obtain an order of this Court, confirming its rights
under, among other things, the Loan Documents, to appoint a receiver to take possession of,
manage, lease, market, and sell the Mortgaged Premises and the Additional Collateral contained
therein and to otherwise exercise its rights under the Loan Documents until the Receivership is
terminated by an order of this Court.
14. The Borrower ceased making monthly payments on the Loan on December 7,
2012. The Lender contacted the Borrower on numerous occasions regarding the payment of the
Borrower's obligations to the Lender, and the Borrower has failed to make any provisions for
repayment. The Lender has not received any payments in nearly a year.
15. Despite multiple requests from the Lender,the Borrower has been unable to
provide the Lender with a standard hospitality financial statement for the Mortgaged Premises
containing the following information, as required by the Note (See Ex. A at 2):
a. Account revenue and expense detail;
b. A detailed accounts payable and receivable aging schedule;
c. Bank reconciliations for the accounts related to the Mortgaged Premises;
d. Detailed balance sheets;
e. A daily reconciliation of cash and credit card receipts;
f. A detailed payroll roster;
g. A statement detailing the payment of room and occupancy taxes;
h. Details regarding the management of the Borrower's relationship with any
third party sites such as Expedia, Hotels.com, and Travelocity;
i. Schedules and budgets for capital expenditures and replacement reserves;
and
j. Details regarding any vendor, security and franchise controls in place with
respect to the Mortgaged Premises.
The Borrower's failure to provide this information, which is commonly maintained and produced
by lodging facilities, constitutes a separate event of default under the Loan Documents, and
4
#1972282 v. 1
further indicates that the Borrower lacks the requisite sophistication to properly manage the
Mortgaged Premises.
16. Upon information and belief, the Borrower has allowed numerous deferred
maintenance issues to accrue with respect to the Mortgaged Premises, and is not maintaining and
refurbishing the Mortgaged Premises in such a fashion as to maximize its value. Upon
information and belief,the Borrower needs to implement a capital program to repair and replace,
among other things,the Mortgaged Premises' carpeting, bedding, and common areas.
17. The Lender, as a secured creditor,presently holds a legal right in the Mortgaged
Premises and the Additional Collateral that will be further damaged in the absence of the
appointment of a receiver.
18. Irreparable injury will result to the Lender, the Mortgaged Premises and the
Additional Collateral in the absence of the appointment of a receiver, as the Borrower has
continually failed to make any payments under the Loan Documents as and when due and owing,
is failing to maintain and upkeep the Mortgaged Premises, and has failed to provide the Lender
with accurate and up-to-date information regarding the Mortgaged Premises.
PROPOSED ENGAGEMENT OF A RECEIVER
19. Lender proposes that Montclair Hotel Investors, Inc., be appointed as the receiver
("the"Receiver") for the Mortgaged Premises for a period commencing on the date of an Order
of this Court appointing a receiver and ending upon termination of such appointment by Order of
this Court. The Receiver is particularly well-suited to serve as such, as it is an experienced hotel
management company with significant experience managing and investing in hotels such as the
Mortgaged Premises. Documents evidencing the qualifications of the Receiver are attached
hereto as Exhibit E.
20. The Receiver shall be paid in accordance with a standard management agreement
for hotels such as the Mortgaged Premises with the Lender. In addition to other customary
terms,the management agreement shall provide that the Receiver will be paid a monthly amount
equal to four per cent of the collected room revenue from the Mortgaged Premises,plus a
monthly accounting fee of$1,000.00. Notwithstanding the forgoing, in no event shall the
Receiver be entitled to collect more than$4,000.00 per month for its services.
21. The Receiver shall serve without bond, provided that the Receiver will well and
truly perform its duties and shall account for all of the monies and properties which come into
5
#1972282 v. 1
his hands and shall abide by and perform all of the things which it shall be required to do
pursuant to the Order of Court approving his appointment.
22. The Receiver shall be appointed for the benefit and protection of the rights and
interests of the Lender.
23. The Receiver shall have all necessary powers to manage and sell the Mortgaged
Premises and the Additional Collateral contained therein, including without limitation,the
following powers (collectively, "Management"):
a. all necessary powers to manage, operate, lease, market, and sell the
Mortgaged Premises and the Additional Collateral contained therein;
b. after consultation with and prior written approval of the Lender, to take
possession of the Mortgaged Premises,the Additional Collateral contained
therein, and all personalty related to the management or operation of the
Mortgaged Premises, including without limitation, all related books,
records, bank accounts, keys, combinations for locks, and other access
information;
c. after consultation with and prior written approval of the Lender, to employ
such counsel, accountants, real estate brokers, or other professionals,
contractors, and support personnel and other persons as may be necessary
in order to carry out his/her/its duties as the receiver;
d. after consultation with and prior written approval of the Lender, to
commence, prosecute (in its own name or in the name of the Borrower) or
defend such actions at law or in equity that it deems necessary to fulfill its
duties;
e. after consultation with and prior written approval of the Lender, to pay,
settle, or compromise all existing bills and claims which are or may be
liens against the Mortgaged Premises, or may be necessary or desirable for
the sale or operation of the Mortgaged Premises and the Additional
Collateral from the income and rents or from the sale proceeds of the
Mortgaged Premises which are available after the Lender has been paid in
full or which the Lender consents to in writing;
6
# 1972282 v. 1
f. after consultation with and prior written approval of the Lender, to
terminate or abrogate any or all agreements, contracts, understandings or
commitments entered into by Borrower with respect to the Mortgaged
Premises, to the extent permitted by applicable law, and to make such
additional agreements and contracts necessary for the operation and
preservation of the Mortgaged Premises;
g. after consultation with and prior written approval of the Lender, to open
new accounts with, or negotiate, compromise or otherwise resolve the
Borrower's existing obligations to utility companies or other service
providers to the Borrower and, subject to the prior written consent of the
Lender,to otherwise enter into such agreements, contracts or
understandings with such utility companies or other service providers or
suppliers as are necessary to maintain,preserve and protect the Mortgaged
Premises;
h. after consultation with and prior written approval of the Lender,to make,
enforce, modify or accept a surrender of any of the leases for the
Mortgaged Premises; obtain and evict tenants or licensees; fix or modify
rents; bring or defend any suits in connection with the leases or rents in its
own name or in the name of Borrower, sue for or otherwise collect and
receive all rents, including those past due and unpaid;
subject to the availability of income and rents from the Mortgaged
Premises and the Lender's prior written consent, to make any alterations,
renovations, repairs or replacements to the Mortgaged Premises that it
deems necessary or desirable for the successful operation, marketing,
lease, management and sale of the Mortgaged Premises;
j. after consultation with and prior written approval of the Lender, to execute
any and all documents as may be required to list the Mortgaged Premises
for sale and thereafter sell and transfer title to the Mortgaged Premises for
an amount that it and the Lender deem advisable without further Order of
this Court;
7
# 1972282 v. 1
k. after consultation with and prior written approval of the Lender,to keep
the Mortgaged Premises and the Additional Collateral contained therein
insured (whether by existing insurance coverage or new coverage), each of
which insurance shall name the receiver and the Lender as additional
insureds thereunder and shall comply, at a minimum, with the terms of the
Loan Documents; and
1. if the written approval of the Lender cannot be obtained, upon prior
written notice to the Lender,to apply to this Court for further discretion
and for such further powers as may be necessary to enable the Receiver to
fulfill its duties.
24. The Receiver shall keep a true and accurate account of any and all receipts and
expenditures and shall, so often as the Court directs, file with the Court an inventory and
account, under oath, of any additional property or effects which it has discovered which shall
have come into its possession after its appointment, stating the balance due to it at the time of
rendering of its last account and the receipts and expenditures since that time.
25. All rents, issues,profits, revenues, income or other payments which are now or
hereafter become due with respect to all or any portion of the Mortgaged Premises whether
pursuant to oral or written agreements shall be remitted directly to the Receiver. The Receiver
may use the rents and other revenue to pay legitimate and reasonable expenses associated with
the Mortgaged Premises, including sums owed to the Receiver for its fee and the reimbursement
of its expenses, including professional fees, if any. All excess cash may be used toward payment
of the Lender's debt each month.
26. The Borrower shall be directed to use his best efforts to ensure a smooth transition
of the operation and management of the Mortgaged Premises and the Additional Collateral
contained therein to the Receiver.
27. Neither the Receiver nor any person or entity employed by it shall be liable to the
Borrower or any third party for any act or omission which it has undertaken in good faith.
28. Notwithstanding anything contained herein, the Receiver shall not be required to
take any action with respect to the Management that it does not believe, in the exercise of its best
business judgment, to be in the best interests of preserving or selling the Mortgaged Premises
and the Additional Collateral contained therein.
8
#1972282 v. 1
WHEREFORE, the Lender respectfully requests that this Court appoint Montclair Hotel
Investors, Inc., as a receiver to oversee the operation of the Mortgaged Premises and to facilitate
the ultimate sale thereof, to serve without bond.
Respectfully submitted,
STRADLEY RONON`STEVENS &YOUNG,LLP
Dated: December 12, 2013 By:
Gretchen . Santamour, Esquire (No. 41720)
Steven J. White, Esquire (No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103
Tel: (215) 564-8000 Fax: (215) 564-8120
Attorneys for Plaintiff, Magnolia Portfolio, LLC
9
#1972282 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.
•▪ NO. 13-6885
•
GURUGOVIND, LLC
•
1188 Greenfield Drive
•
Mechanicsburg, PA 17055
•
Defendant.
CERTIFICATION OF NON-CONCURRENCE
I, Steven J. White, Esquire, attorney for plaintiff, Magnolia Portfolio, LLC
("Plaintiff"), hereby certify that to my knowledge, as of December 11, 2013, there is no counsel
of record for Defendant, Gurugovind, LLC. Accordingly, the concurrence of opposing counsel
has not been sought prior to filing of the foregoing motion. It is presumed by the Plaintiff that
the Defendant does not concur with the relief sought in the foregoing Motion.
Dated: December 12, 2013 (A'' "
Steven . White
10
#1972282 v.1
EXHIBIT A
11
#1972282 v. 1
*
PROMISSORY NOTE
•
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...vxc u+sn M\M' aRa.
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•k%C•),' m.xR.,fa gLy"�•\.•i)'a W;nv ^.�'i'N ....•. •P'A ttG4Sw-TPs iC:C'.kt xa§:....n4n;.� 1 N+C .°^�'fT 3}fW.A:.A .;;>.x�4.nWn' 1a� :vv
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�'>•� ��5� ...�_�.V � �•r''�•.2�?-Y�uL�L� ,t�N,:�1��Fw�3 :u':a\ :q':�..Wk):/.ia4 s .KhT�'ll�. R?:+Jxw•3:•k`vx�`r�:;4:{vi:r�....`�•'a0}kij•'•��aax..x�•�i:`v+i'�1w ....•�t�.' •
i
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 Million One Hundred Ten Thousand&001100 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 shal 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;1 91 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 et such other place as Londor 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
}
•
PROMISSORY 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.
(D) 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 Retums 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.
•
•
•
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 accounts)
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 inaccuracy(ies)should be sent to
us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG, PA 17257.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs,guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note,whether as maker,
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 (5500) 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 LEUAL 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. 6,LLC
. .t
By •. 444•IKA.4), at VD.W...:: >L��� �,�.:��:': .c.c�Seat) BY e `�,�, .. .. r;> :�f'�:.�.•.�Seal1
Navin K. ;•tel, ember o Gurugovin•,LL a i •nt K. •tel,Member •f r govind,LLC
x..':' v •wry,l,, xis�, ., �;g �, ` 4� /w.tF y r.•
By r'..:6 iai $ -x zY '£ Seal) By:, :t . a. �d.� 3 . Seal)
Ma • K.Pate,Member of Gurugovind,LLC Kanjib al R.Patel,M wr•er of urugovi LL
•
_--- I•SIR PRO Lenders.V.r. ..0.00.oa Cep.H✓rnd Pn.mLJ S. .,...L...t$97:NOS. Nt AVnt.R..xwd. •PA mKAUPIAO P'C 7510,06 PR.I
•
•
EXHIBIT B
12
# 1972282 v. 1
I r:l
Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG,PA
17257
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
77 EAST KING STREET
P.O.BOX 250
SHIPPENSBURG,PA
17257
• FOR RECORDER'S USE ONLY
OPEN -END CONSTRUCTION MORTGAGE AND SECURITY AGREEMENT
THIS IS A PURCHASE MONEY MORTGAGE
(This Instrument is an open-end mortgt3gp and secures future advances pursuant to 42 Pa, C.S.
§§8143 and 8144,Act No. 126 of 1990)
Amount Secured Hereby: $5,110,000.00
THIS MORTGAGE dated July 8,2008,Is made and executed between Gurugovind,LLC,whose
address is 1188 Greenfield Drive,Mechanicsburg, PA 17055(referred to below as "Grantor")
and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 260,
SHIPPENSBURG,PA 17267(referred to below as"Lender").
GRANT OF MORTGAGE. For valuable consideration,Grantor grants,bargains, Salle, conveys, assigns, transfers,
releases,confirms end mortgagee to Lender all of Grantor's right,title,and interest In and to the following described
real property, together with all existing or subsequently erected or affixed buildings,Improvements and fixtures;all
streets, lanes, alleys, passages, end ways; all easements, rights of way, all liberties, privileges, tenements, '
heraditamants,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and
remainders with respect thereto;all water,water rights,watercourses and ditch rights(Including stock In utlitlee with
ditch or Irrigation rights); and all other rights, royalties,and profile relating to the real property Including without
limitation ell minerals,oil,gas,geothermal and similar matters, (the"Real Property")located in Cumberland
County,Commonwealth of Pennsylvania:
• See attached
The Real Property or its address Is commonly known as 4900 and 4930 Woodland Drive,
Enola, PA 17025.
CROSS-COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus
Interest thereon,of Grantor to Lender,or nyy one or more of them,as well as ell claims by, ndon against Grantor or
any one or more of them,whether now existing or hereafter*defog,whether related or unrelated to the purpose of the
Note,whether voluntary or otherwise,whether due or not due,direct or Indirect,determined or undetermined,absolute
or contingent,liquidated or unliquideted, whether Grantor may be liable Individually or jointly with others, whether
obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or
hereafter may become barred by any statute of limitations,and whether the obligation to repay such amounts may be or
hereafter may become otherwise unenforceable.
Grantor presently assigns to Lender all of Grantor's right,title,and interest in and to all present and future losses of the
Property and all Rents tram the Property. In addition,Grantor grants to Lender a Uniform Commercial Coda security
Interest In the Personal Property end Rents,
THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND
PERSONAL PROPERTY.IS GIVEN TO SECURE (AI PAYMENT OF THE INDEBTEDNESS AND (ef PERFORMANCE OF
ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF$6.110,000.00,THE
RELATED DOCUMENTS,AND THIS MORTGAGE. THiS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING
TERMS;
PURCHASE MONEY MORTGAGE. If any of the debt secured by this Mortgage le lent to Grantor to acquire title to the
Real Property,this Mortgage shall be a purchase money mortgage under 42 P.S.Section 8141.
PAYMENT AND PERFORMANCE. Except as otherwise Mortgage, pay provided In this Mort a e, Grantor shall to Lender all
amounts secured by this Mortgage as they become due and shell strictly perform all of Grantor's obligations under this
Mortgage.
CONSTRUCTION MORTGAGE. Thle Mortgage Is a"oonstructlon mortgage"for the purposes of Sections 9-334 and
2A-309 of the Uniform Commercial Code,es those sections have bean adopted by the Commonwealth of Pennsylvania.
POSSESSION AND MAINTENANCE OF THE PROPERTY, Grantor agrees that Grantor's possession and use of the
Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Defeult,Grantor may ill remain in possession and
control of the Property; 121 use,operate or manage the Property;and 13) collect the Rants from the Property.
Duty to Maintain. Grantor shall maintain the Property In tenantable condition and promptly perform all repairs,
replacements,end maintenance necessary to preserve Its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: 11) During the period of
Grantor's ownership of the Property,there has bean no use,generation,manufacture,storage,troatment,disposal,
release or threatened release of any Hazardous Substance by any person on,under,about or from the Property;
{
MORTGAGE
(Continued) Page 2
(2) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and
acknowledged by Lander In writing, (a) any breech or violation of any Environmental Laws, (it) any use,
generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance
on,under,about or from the Property by any prior owners or occupants of the Property,or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters;and 13) Except as previously
disclosed to and acknowledged by Lender In writing, (al neither Grantor nor any tenant,contractor,agent or other
authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous
Substance on,under,about or from the Property;and lb) any such activity shell be conducted in compliance with
all applicable federal, state, and beat laws, regulations and ordinances, including without limitation all
Environmental Laws. Grantor authorizes Lender and ita agents to enter upon the Property to make such
inspections and teats, at Grantor's expanse,as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any Inspections or tests made by Lender shell be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the pert of Lender to Grantor or
to any other person, The representations and warranties contained herein are based on Grantor's due diligence In
investigating the Property for Hazardous Substances. Grantor hereby 111 releases end waives any future claims
against Lender for Indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under
any such laws;and (21 agrees to Indemnify,defend,and hold harmless Lender against any end all cielma,losses,
liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from
a breech of this section of the Mortgage or as a consequence of any use,generation, manufacture, storage,
disposal,release or threatened release occurring prior to Grantor's ownership or Interest in the Property,whether
or not the same wee or should have been known to Grantor. The provisions of this section of the Mortgage,
including the obligation to Indemnify and defend,shell survive the payment of the indebtedness and the satisfaction
end reconveyance of the lien of this Mortgage and shell not be effected by Lender's acquisition of any interest in
the Property,whether by foreclosure or otherwise.
Nuisance.Waste. Grantor shall not cause,conduct or permit any nuisance nor commit,permit,or suffer any
stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the
foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(including
oil and gas),coal,clay,scoria,soil,gravel or rock products without Lender's prior written consent.
Removal of improvements. Grantor shall not demolish or remove any Improvements from the Real Property
without Lender's prior written consent. As a condition to the removal of any improvements,Lender may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with improvements of at least
equal value.
Lender's Right to Enter. Lender end Lender's agents and representatives may enter upon the Real Property at all
reasonable times to attend to Lender's interests and to inspect the Reel Property for purposes of Grantor's
compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shell promptly comply with oil laws, ordinances, and
regulations,now or hereafter in effect,of all governmental authorities applicable to the use or occupancy of the
Property,including without limitation,the Americans With Disabilities Act. Grantor may contest In good faith any
such law,ordinance,or regulation and withhold compliance during any proceeding,Including appropriate appeals,
so long ea Grantor has notified Lender in writing prior to doing so end so long as,in Lender's sole opinion,Lender's
Interests in the Property are not Jeopardized. Lender may require Grantor to post adequate security or a surety
bond,reasonably satisfactory to Lender,to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other
acts,In addition to those acts set forth above in this section,which from the character and use of the Property are
reasonably necessary to protect and preserve the Property.
DUE ON SALE•CONSENT BY LENDER. Lender may,at Lender's option,declare Immediately due and payable all sums
secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any pert of the Real
Property,or any interest in tha Real Property. A'eele or transfer"means the conveyance of Reel Property or any right,
title or interest In the Real Property;whether legal,beneflolal or equitable;whether voluntary or involuntary;whether by
• tdghtiele,..dood,..laataliment eel-oontraatr.land-coatreot,-warrant-for-deed,•-leaeeheld-interest-witlre-term-greats,
than three(3)years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest In or to any lend
trust holding title to the Real Property,or by any other method of conveyance of an Interest in the Reel Property. If any
Grantor is a corporation,partnership or limited liability company,transfer also includes any change In ownership of more
than iwentyfive percent(26%)of the voting stock,partnerehlp interests or limited liability company interests,as the
case may be,of such Grantor. However,this option shall not be exercised by Lender If such exercise is prohibited by
federal law or by Pennsylvania law.
TAXES AND LIENS. The following provisions relating to the texas and Ilene on the Property are part of this Mortgage:
Payment. Grantor shall pay when due(end In all events prior to delinquency)all taxes,payroll taxes,special taxes,
assessments,water charges and sewer service charges levied against or on account of the Property,and shall pay
when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any liens having priority over or equal to the interest of Lander under this Mortgage,
except for those liens specifically agreed to In writing by Lender,and except for the lien of taxes and assessments
not due as further specified in the Right to Contest paragraph.
Right to Contest. Grantor may withhold payment of any tax,assessment,or claim in connection with a good faith
dispute over the obligation to pay,so long as Lender's interest in the Property Is not Jeopardized. If a lien arises or
Is filed as a result of nonpayment,Grantor shell within fifteen 1161 days after the lien arises or,If a lien is flied,
within Mean 116)dew;after Grantor has notice of the filing,secure the discharge of the lien,or If requested by
Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an
i amount sufficient to discharge the lien plus arty costs and reasonable ettorneya'fees,or other charges that could
accrue as o result of a foreclosure or sale under the lien. In any contest,Grantor shell defend Itself end Lender and
shall satisfy any adverse Judgment before enforcement against the Property. Grantor shall name Lender as an
additional obliges under any surety bond furnished In the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes
or assessments end shall authorize the appropriate governmental offIclel to deliver to Lender at any time a written
statement of the taxes and assessments against the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen(i61 days before any work Is commenced,any
services are furnished,or any materiels are supplied to the Property,If any mechanic's Ilen,materisimen's lien,or
other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that Grantor can end will pay the cost of such
improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property sro a part of this
f ,
MORTGAGE
(Continued) Page 3
• Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire Insurance with standard extended
coverage endorsements on a replacement basis for the full Insurable value covering oil improvements on the Real
Property In an amount sufficient to avoid application of any coinsurance oleuae,end with a standard mortgagee
clause In favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such
coverage amounts as Lender may request with Lender being named as additional Insureds In such liability Insurance
policies. Additionally,Grantor shell maintain such other insurance,including but not limited to hazard,business
Interruption and boiler insurance as Lender may require. Policies shall be written by such Insurance companies and
In such form os may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten(101 days'prior written notice to Lender end not containing any disclaimer of the Insurer's liability for failure to
give such notice. Each Insurance policy also shag include on endorsement providing that coverage in favor of
Lender will not be Impaired In any way by any act,omission or default of Grantor or any other person. Should the
Real Property be located in an area designated by the Director of the Federal Emergency Management Agency os e
special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,If available,within 46
days after notice is given by Lender that the Property Is located In a special flood hazard area,for the full unpaid
principal balance of tho loon end any prior liens on the property securing the loan,up to the maximum policy limits
set under the National Flood insurance Program, or as otherwise required by Lender, and to maintain such
Insurance for the term of the loan,
Application of Proceeds. Grantor shall promptly notify Lander of any loss or damage to the Property. Lender may
make proof of loss If Grantor falls to do so within fifteen 116)days of the casualty. Whether or not Lender's
security Is Impaired,Lender may,at Lender's election,receive and retain the proceeds of any Insurance end apply
the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration
and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or
replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon
satisfactory proof of such expenditure,pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration If Grantor is not in default under this Mortgage. Any proceeds which hove not been disbursed
within 180 days after their receipt and which)ender has not committed to the repair or restoration of the Property
shell be used first to pay any amount owing to Lender under this Mortgage,than to pay accrued Interest,and the
remainder,If any,shall be applied to the principal balance of the Indebtedness, If Lender holds any proceeds after
payment in full of the Indebtedness,such proceeds shell be paid to Grantor as Grantor's interests racy appear.
Grantor's Report on insurance. Upon request of Lender,however not more than once a year,Grantor shall furnish
to Lender a report on each existing policy of insurance showing: (1) the name of the Insurer; 121 the risks
insured; (31 the amount of the policy; (4) the property Insured,the than current replacement value of such
property,and the manner of determining that value;and (6) the expiration dote of the policy. Grantor shall,upon
request of lender,have an Independent appraiser satisfactory to Lender determine the cash value replacement cost
of the Property.
LENDER'S EXPENDITURES, If any action or proceeding Is commenced that would materially affect Lender's Interest in
the Property or if Grantor falls to comply with any provision of this Mortgage or any Related Documents,Including but
not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under
this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any action
that Lender deems appropriate,including but not limited to discharging or paying all taxes,liens, security interests,
encumbrances and other claims, at any time levied or placed on the Property and paying all coats for insuring,
maintaining and preserving the Property. M such expenditures Incurred or paid by Lender for such purposes will then
bear Interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by
Grantor. All such expanses will becomes part of the indebtedness end,at Lender's option,will IA) be payable on
demand; (B) be added to the balance of the Note end be apportioned among and be payable with any i atellment
paymenta to become due during either (1) the term of any applicable Insurance policy;or 12) the remaining term of
the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage
also will secure payment of these amounts. Such right shall be In addition to all other rights end remedies to which
tender may be entitles upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any
mortgage foreclosure judgment.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property ere a part of this
Mortgage:
Title. Grantor warrants that: lei Grantor holds good and marketable title of record to the Property in fee simple,
free and clear of all liens and encumbrances other than those sat forth In the Real Property description or in any
title insurance policy,title report,or final title opinion issued in favor of,and accepted by Lender In connection
with this Mortgage,and (b)Grantor has the full right,power,and authority to execute and deliver this Mortgage to
Lender.
Defense of This. Subject to the exception In the paragraph above,Grantor warrants and will forever defend the
title to the Property against the lawful claims of eli persona. In the event any action or proceeding Is commenced
that questions Grantor's title or the Interest of Lander under this Mortgage,Grantor shall defend the action at
Grantor's expanse. Grantor may be the hominid party In such proceeding, but Lender shell be entitled to
participate in the proceeding and to be represented In the proceeding by counsel of Lender's own choice,end
Grantor will deliver,or cause to be delivered,to Lender such instrumants as Lander may request from time to time
to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property compiles with all
existing applicable laws,ordinances,and regulations of governmental authorities.
Survival of Representations and Warranties. At representations,warranties,and agreements made by Grantor In
this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing in nature,and shell
remain In full force and effect until such time as Grantor's indebtedness shell be paid In full.
CONDEMNATION. Tile following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender In writing,and
Grantor shall promptly take such eteps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal party In such proceeding,but Lender shell be entitled to participate in the proceeding and to be
• represented In the proceeding by counsel of its own choice,and Grantor will deliver or cause to be delivered to
Lender such Instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by
any proceeding or purchase In lieu of condemnation,Lender may at Its election require that all or any portion of the
net proceeds of the award be applied to the indebtedness or the repair or restoration of the Property. The net
MORTGAGE
ae (Continued) Page 4
proceeds of the award shad mean the award after payment of all actual costs, expenses,and attorneys' foes
Incurred by Lender In connection with the condemnation.
IMPOSITION OF TAXES.FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating
to governmental taxes,tees and charges we a part of this Mortgage;
Currant Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents In addition to
this Mortgage end take whatever other action Is requested by Lender to perfect and continue Lender's ken on the
Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, perfecting or continuing this Mortgage, Including without limitation all texas, few,
documentary stamps,and other charges for recording or registering this Mortgage.
Taxes, The following shalt constitute taxes to which this section applies: (il a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor
which Grantor is authorized or required to deduct from payments on the indebtedness secured by this type of
Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note:and 141 a
specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Grantor.
Subsequent Taxes, If any tax to which this section applies Is enacted subsequent to the date of this Mortgage,
this event shad have the same effect as an Event of Default,and Lander may exercise any or elf of Its available
remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before It becomes
delinquent,or (Z) contests the tax as provided above in the Taxes and Liens section and deposits with Lander
(sash or a sufficient corporate surety bond or other security satisfactory to Lender,
SECURITY AGREEMENT:FINANCING STATEMENTS, The following provisions relating to this Mortgage as a security
agreement are a part of this Mortgage;
Security Agreement. This Instrument shall oonatltute e Security Agreement to the extant any of the Property
conatltutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time.
Security Interest. Upon request by Lender,Grantor shall take whatever action Is requested by Lender to perfect
and continue Lander's security Interest In the Rents and Personal Property. In addition to recording this Mortgage
In the real property records,Lender may,at any time and without further authorization from Grantor,file executed
counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lander
for all expenses Incurred In perfecting or Continuing this security Interest. Upon default,Grantor shall not remove,
sever or detach the Personal Property from the Property. Upon default.Grantor shell assemble any Personal
Property not affixed to the Property In a manner end at a place reasonably convenient to Grantor and Lender and
make It available to Lender within three(3)days after receipt of written demand from Lender to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) end Lender (secured party) from which information
concerning the security interest granted by the Mortgage may be obtained leach as required by the Uniform
Commercial Code)era as stated on the first page of this Mortgage.
FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The fallowing provisions relating to further oseuronoes and
additional euthorizetlona ors a part of title Mortgage:
Further Assurances. At any time,and from time to time,upon request of Lender,Grantor veld make,execute and
dailver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by
Lender,cause to be filed,recorded,rattled,or rerecorded,as the case may be,at such times and In such offices
and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security
agreements, financing statements, continuation statements,Instruments of further assurance, certificates,end
other documents as may,In the sole opinion of Lender,be necessary or desirable In order to effectuate,complete,
perfect continue, or preserve (I) Grantor's obligations under the Note, this Mortgage, and the Related
Documents, end (21 the liens and security interests created by this Mortgage an first and prior Sans on the
Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender egress to the
contrary_rn-wrltlag,-Grantor-shall..retatbuare-bender-far-ell seats-and-expenses-incurred-in-cennectlen--wittrtha
matters referred to In this paragraph.
Additional Authorizations. if Grantor falls to do any of the things referred to In the preceding paragraph,Lender
may do so for and In the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
Irrevocably authorizes Lender to make,execute,deliver,file,record and do at other things as may be necessary or
desirable, in Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. It is
understood that nothing sat forth herein shall require Larder to take any such actions.
FULL PERFORMANCE. if Grantor pays all the Indebtedness when due. and otherwise performs all the obligations
Imposed upon Grantor under this Mortgage,Lender shall execute end deliver to Grantor a suitable satisfaction of this
Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security Interest
In the Rents and the Personal Property. Grantor will pay,If permitted by applicable law,any reasonable termination fee
as determined by Lander from time to time.
EVENTS OF DEFAULT. Each of the following, at Lender's option,shell constitute an Event of Default under this
Mortgage:
Payment Default. Grantor fells to make any payment when due under the Indebtedness.
Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for
taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any Ilan.
Other Default*. Grantor falls to comply with or to perform any other term, obligation, covenant or condition
contained In this Mortgage or in any of the Related Documents or to comply with or to perform any term,
obligation,covenant or condition contained In any other agreement between Lender and Grantor.
False Statements, Any warranty,representation or statement made or furnished to Lender by Grantor or on
Grantor's behalf under this Mortgage or the Related Documents Is false or misleading in any material respect,
either now or at the time mode or furnished or becomes false or misleading at any time thereafter.
Defective Collatoratzation. This Mortgage or any of the Related Documents ceases to be In full force and elfeot
(Including failure of any collateral document to create a valid and perfected security interest or Iles)at any time end
for any reason.
Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any
member withdraws Irom the limited liability company,or any other termination of Grantor's existence as a going
business or the death of any member,the Insolvency of Grantor,the appointment of a receiver for any part of
Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the
1
MORTGAGE
(Continued) Page 6
commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by Judicial
proceeding,self-help,reposseeslon or any other method,by any creditor of Grantor or by any governmental agency
against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts,
including deposit accounts,with Lender, However,this Event of Default shall not apply if there is a good faith
dispute by Grantor ea to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture
proceeding and if Grantor gives Lander written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its
sole discretion,as being an adequate reserve or bond for the dispute.
Breech of Other Agreement. Any breech by Grantor under the terms of any other agreement between Grantor and
Lander that Is not remedied within any grace period provided therein,Including without limitation any agreement
concerning any Indebtedness or other obligation of Grantor to Lender,whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes Incompetent,or revokes or disputes the validity of,or liability
under,any Guaranty of the Indebtedness.
Adverse Change, A material adverse change occurs In Grantor's financial condition,or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith behaves iteeit Insecure.
Right to Cure. If any default,other than a default In payment Is curebie end It Grantor hos not bean given a notice
of a breach of the some provision of this Mortgage within the preceding twelve(12)months,it may be cured if
Grantor,after receiving written notice from Lender demanding cure of such deteultt (1) cures the default within
fifteen 1181 days;or (2) If the cure requires more then 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.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lander,
at Lender's option,may exercise any one or more of the following rights and remedies,in addition to any other rights or
remedies provided by lewd
Accelerate Indebtedness. Lender shell have the right at its option, after giving such notices as required by
applicable law,to declare the entire Indebtedness immediately due and payable.
UCC Remedies. With respect to all or any pert of the Personal Property, Lender shall have all the rights and
remedies of o secured party under the Uniform Commercial Code.
Collect Rents. Lender shall have the right,without notice to Grantor,to take possession of the Property end
collect the Rent.,Including amounts past due and unpaid,end apply the net prnreerlh,ever end ahnva I ender'a
costs,against the Indebtedness. In furtherance of this right,Lender may require any tenant or other user of the
Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender,than
Grantor Irrevocably authorizes Lender to endorse instruments received In payment thereof in the name of Grantor
and to negotiate the same end collect the proceeds. Payments by tenants or other users to Lender In response to
Lender's demand shall satisfy the obligations for which the payments era made,whether or not any proper grounds
• for the demand existed. Lender may exercise Its rights under this subparagraph either in person,by agent,or
through a receiver.
Appoint Receiver. Lender shell have the right to have s receiver appointed to take possession of all or any pert of
the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or
sate, end to collect the Rents from the Property end apply the proceeds, over and above the cost of the
receivership,against the Indebtedness. The receiver may serve without bond If permitted by law. Lender's right
to the appointment of a receiver shell exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shell not disqualify a person from serving as a
resolver.
Judicial Foreclosure. Lender may obtain a Judicial decree foreclosing Grantor's interest In all or any part of the
Property.
Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes
and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere,es attorney
for Lender and all persons olaiming under or through Lender,to sign an agreement for entering in any competent
court an amicable action In electron*for possession of the Property and to appear for and confess Judgment
against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of
possession of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage
verified by affIdevlt,shall be a sufficient warrant;and thereupon a writ of possession may be hewed forthwith,
without any prior writ or proceeding whatsoever.
NonJudlolal Sale. If permitted by applicable)ew,Lender may foreclose Grantor's interest in ell or In any pert of the
Personal Property or the Real Property by non•Judiciai sale.
Deficiency Judgment. Lender may obtain a Judgment for any deficiency remaining In the Indebtedness due to
Lender after application of el(amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided
above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor,Grantor shall
become a tenant at sufferance of Lender or the purchaser of the Property and shall,at Lender's option,either 11)
• pay a reasonable rental for the use of the Property,or 12) vacate the Property immediately upon the demand of
Lender.
Other Remedies. Lender shall have a other rights and remedies provided In this Mortgage or the Note or available
at law or In equity.
Sale of the Property. To the extent permitted by applicable law,Grantor hereby wolves eny end all right to have
the Property marshalled. In exercising its rights and remedies,Lender shell be free to sell all or any part of the
Property together or separately,in one sale or by separate sales. Lender shall be entitled to bid at any public sale
on all or any portion of the Property.
Notde°of Sale. Lender shall give Grantor teasonable notice of the lime end piece of any public sale of the Personal
Property or of the time after which any private sale or other intended disposition of the Personal Property is to be
made. Unless otherwise required by applicable low,reasonable notice shell mean notice given at least tan(10)
days befoul the time of the agile or disposition. Any sale of the Personal Property may be made In conjunction with
any este of the Real Property.
MORTGAGE
(Continued) Page 6
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and
en election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,after
Grantor's failure to perform,shall not effect Lender's right to declare a default and exercise Its remedies. Nothing
under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to
Lender following on Event of Default,or In any way to limit or restrict the rights and ability of Lander to procured
directly against Grantor and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against
any other collateral directly or indirectly scouring the indebtedness.
Attorneys'Fees;Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage,
Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fess at trial and
upon any appeal. Whether or not any court action is Involved, and to the extent not prohibited by law, all
reasonable expenses Lander Incurs that in Lender's opinion are necessary at any time for the protection of Its
Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear
Interest at the Note rote from the date of the expenditure until repaid. Expensea covered by thla paragraph include,
without limitation,however subject to any Iimita under applicable law,Lender's reasonable attorneys'fees and
Lender's legal expenses,whether or not there is a lawsuit,Including reasonable attorneys'face end expenses for
bankruptcy proceedings(Including efforts to modify or vacate any automatlo stay or injunction),epeseta,and any
anticipated post-Judgment collection services, the coat of searching records, obtaining title reports (including
foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by
eppiloabie law. Grantor also will pay any court coats,in addition to all other sums provided by law.
NOTICES. Unless otherwise provided by applicable law,any notice required to be given under this Mortgage shall be
given in writing, and shall be effective when actually delivered, when actually received by telefacaimlle (unless
otherwise required by law),when deposited with e nationally recognized overnight courier,or,If mailed,when deposited
in the United States mall,as first Giese,certified or registered mall postage prepaid,directed to the addresses shown
near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any Ilan which has priority
over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,at,seq.,shall be sent to Lender's address,as
shown near the beginning of this Mortgage. Any party may change Its address for notices under this Mortgage by
giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's
address. For notice purposes,Grantor agrees to keep Lender Informed at all times of Grantor's current address. Unless
otherwise provided by applicable few,if there is more than one Grantor,any notice given by Lender to any Grantor is
deemed to be notice given to all Grantors.
ADVANCE MONEY MORTGAGE. (A) This Mortgage secures future advances made pursuant to the Nate or Related
Documents, Without limiting the foregoing,this Mortgage secures all advances made by Lender or Banks of any kind or
nature deaoribod In 42 Pa.C.S.A.§8144. (BI If Grantor sends a written notice to Lender which purports to limit the
indebtedness secured by this Mortgage end to release the obligation of Lender to make arty additional advances to or
for the benefit of Grantor,such a notice shag be Ineffective as to any future advances made: 111 to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made;(2) to pay taxes,
aasesaments,maintenance charges end insurance premiums;(3) for costa Incurred for the protal.tion of the Property ur
the lien of this Mortgage;(4) on account of expenses Incurred by Lender by reason of a default of Grantor hereunder or
under the Related Documents or under the Note;and(6) on account of any other costs incurred by Lender to protect
and preserve the Property or the lien of this Mortgage. It Is the intention of the parties hereto that any such advance
made by Lander after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any Related Documents,constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this
Mortgage shell be effective unless given In writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property Is used for purposes other than Grantor's residence,Grantor shell furnish to
Lander,upon request,a certified statement of net operating Income received from the Property during Grantor's
previous fiscal year In such form and detail es Lender shall require. "Net operating Income"shell mean all cash
pia-from-tbo..RwpsrwleaaalL cash-expsndhures.madeJwcenneetian-with-the-sparettee-ef-the-Property.
Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to
Interpret or define the provisions of this Mortgage.
No Waiver by Lander. Lender shell not be deemed to have waived any rights under this Mortgage unless such
waiver Is given In writing and signed by Lender. No delay or omission art the part of Lender In exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lender and
Grantor,shell constitute a waiver of any of Landers rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lander Is required under this Mortgage,the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent Is
required and in all cases such consent may be granted or withheld M the sole discretion of Lender,
Severebtity. If a court of competent juriediotion finds any provision of this Mortgage to be Illegal,invalid,or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, Invalid, or
unenforceable as to any other circumstance. II feasible,the offending provision shall be considered modified so
that It becomes legal, valid end enforceable. If the offending provision cannot be so modified,It shall be
considered deleted from this Mortgage. Unless otherwise required by law, the Illegality, Invalidity, or
unantorceebllrty of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other
provision of this Mortgage.
Merger. There shell be no merger of the Interest or estate created by this Mortgage with any other interest or
estate In the Property et any time held by or for the benefit of Lender in any capacity,without the written consent
of Lander.
Successor Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal
representatives,successors,end assigns,and shell be enforceable by Lender and Its successors and assigns.
• Time is of the Essence. Time Is of the essence in the performance of this Mortgage.
DEFINITIONS. The following capitalized words and terms shall heve the following meanings when used In this
Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shell mean amounts In lawful
money of the United States of America. Words and terms used in the singular shall Include the plural,end the plural
shall Include the singular,as the context may require. Words and terms not otherwise dallned in this Mortgage shall
have the meanings attributed to such terms in the Uniform Commercial Coda:
Borrower. The word'Borrower" means Gurugovind,LLC and includes all co-signers and oo-makers signing the
I •
MORTGAGE
(Continued) Page 7
Note and all their successors end assigns.
Default. The word'Default'moans the Default set forth In this Mortgage in the section titled"Default".
{ Environmental Laws. The words "Environmental Laws" mean any end all state, federal end local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response,Compensation,and Liability Aot of 1980,as amended,42
U.S.C.Section 9801,at seq.i"CERCLA"I,the Superfund Amendments and Reauthorization Act of 1986,Pub.L.
No.99.499('SARA%,the Hazardous Materiels Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource
Conservation and Recovery Act,42 U.S.C.Section 8901,at seq.,or other applicable state or federal laws,rules,
or regulations adopted pursuant thereto.
Event of Default. The words"Event of Default"mean any of the events of default set forth in this Mortgage In the
events of default section of title Mortgage.
Grantor. The word"Grantor*means Ourugovind,LLC.
Guarantor. The word"Guarantor"means any guarantor,surety, or accommodation party of any or all of the
Indebtedness.
Guaranty. The ward"Guaranty"means the guaranty from Guarantor to Lender,including without limitation a
guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances' mean materials that, because of their quantity,
concentration or physical,chemical or Infectious characteristics,may cause or pose a present or potential hazard
to human health or the environment when Improperly used,treated,stored,disposed of,generated,manufactured,
transported or otherwise handled. The words'Hazardous Substances"are used In their very broadest sense and
Include without limitation any and all hazardous or toxic substances, moter'sla or waste as defined by or listed
under the Environmental Laws. The term"Hazardous Substances"also Includes,without limitation,petroleum and
petroleum byproducts or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing end future Improvements, buildings,structures,
mobile homes affixed on the Real Property,facilities,additions,replacements end other construction on the Real
Property.
Indebtedness. The word"Indebtedness"means all prinolpal,Interest, end other amounts,coats end expenses
payable under the Note or Related Documents,together with ell renewals of,extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanoed by
Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under
this Mortgage, together with Interest on such amounts as provided In this Mortgage. The liens and seourity
Interests created pursuant to this Mortgage covering the Indebtedness which may be created in the future shall
relate back to the date of this Mortgage. Specifically,without limitation,Indebtedness Includes all amounts that
may be Indirectly secured by the Cross-Collaterallzation provision of this Mortgage.
Lender. The word"Lender'moans ORRSTOWN BANK,Its successors and assigns.
Mortgage. The word'Mortgage"means this Mortgage between Grantor and Lender.
Note, The word"Note"means the promissory nate dated July 8,2008,1n the original principal amount of
*5,110,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifioations of,
refinancings of,consolidations of,end substitutions for the promissory note or agreement. The maturity date of
the Note Is July 8,2029.NOTICE TO GRANTOR' THE NOTE CONTAINS A VARIABLE INTEREST RATE.
Personal Property. The words"Personal Property"mean all equipment,fixtures,end other articles of personal
property now or hereafter owned by Grantor,and now or hereafter attached or affixed to the Real Property;
together with all accessions,parts,and additions to,all replacements of,and ell substitutions for,any of such
property; and together with all proceeds (Including without limitation all Insurance proceeds and refunds of
premiums)from any sale or other disposition of the Property.
Property. The word'Property"means collectively the Real Property and the Personal Property.
Real Property. The words"Real Property"mean the real property,Interims and rights,as further described in this
( Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds,collateral mortgages, and all other Instruments, agreements and documents,whether now or hereafter
existing,executed in connection with the Indebtedness.
Rents, The word"Rents"means all present end future rents,revenues,Income,issues,royalties,profits,end
other benefits derived from the Property.
•
MORTGAGE •
(Continued) Page 8
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES
TO ITS TERMS.
THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE
AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANTOR:
GURUGOVIN r LC 1r, 4
B r .i3 s.,n.,< f tv ;47;;� 4•44,A. -IlSoal)•Nay Y n'.Patel,M m•er of LLC
B,R>: 1ktii:r-'bmd Ar ".f".4,1lr Air,,,,,_ .Seal)
t' ant `,a,Memo o s urugovind LLC
gy.� i- r: }',:`: t :
x •zj �3 w�. � �r2r�Seal)
Mane)K P i Mem or of r urugovind C
.. r .td,0uw ,I
By;ai•3.<t�r ft.,"::.44..-44.. di �[xll«B''74:11 :l Sean
a bh.IR.Pate,', iu•.o n•, L
Signed,se •wle•,,d and; livered In the presence of
x if 1.�L21�
itness „„ trr}v,
X
Witness
CERTIFICATE OF RESIDENCE
I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein is as follows:
SEVEN GABLES OFFICE,77 EAST KING STREET,P 0 BOX 260,SHIPPENSBURG,PA 2�,7
Attorney or Agent for Mortgagee
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA I
I ES
COUNTY OF '] 4`t P rl I vd I
On this,the a 'h day of .--J`r‘ • ,20 6S.- before me
Alit/(//(Cl/r,.# ,the undersigned Notary Public,personally appeared Navin K.Patel,Mem r of
Gurugovind,LLC;Laxmikant K.Patel,Member of Gurugovind,LLC;Mang K.Patel,Member of Gurugovind,LLC:and
Kanlibhal R. Patel, Member of Gurugovind, LLC.who acknowledged themselves to be the members or designated
agents of Gurugovind,LLC,a Umitod Liability Company,and that they as such members or designated agents,being
authorized to do so,executed the foregoing instrument for the purposes therein contained by signing the name of the
Limited Liability Company by themselves as members or designated agents. ,
In witness whereof,I hereunto set my hand and 09 0151 seal. • >'
COMMONWEALTH OF PENNSYLVANIA r
NOTARIAL SEAL /GCd CC G•` i t.I r
MICHELLE ELLIOTT NOTARY PUBLIC Notary Public)In and for the State of P.eno'f( 1'..1.,••'%
DERRY TOWNSHIP DAUPHIN COUNTY . t '!' •
MY COMMISSION EXPIRES JUNE 9,2011 . . ("
LASER PRO Lending,Ver,6.40.00,003 Copr.Harland Financial Solutions,Inc.1997,2008. All Rights Reserved. • "
PA c:1CFl1LPL\G03.FC TR•20106 PR-1
EXHIBIT"A"—LEGAL DESCRIPTION
OPEN-END CONSTRUCTION MORTGAGE AND SECURITY AGREEMENT OF
GURUGOVIND,LLC,TO ORRSTOWN BANK DATED JULY 8,2008
PARCEL NO.1(Cumberland County Tax Parcel No,10-14-0840-041B11
ALL THAT CERTAIN parcel of ground known as 4930 Woodland Drive, as shown on a plan entitled
"Preliminary/Final Subdivision Plan for Turkey Hill Mini Market"prepared by Dawood Engineering,and recorded
with the Cumberland County Recorder of Deeds in Plan Book 93 page 11 on August 28,2006,located in the
Township of Hampden,within the County of Cumberland,in the Commonwealth of Pennsylvania,being more fully
bounded and described as follows to WIT:
Beginning at a concrete monument to be set on the northern right-of-way of Woodland Drive at the
southeast corner of New Lot I as shown on the aforementioned Subdivision Plan, Said monument located North
Eighty-five Degrees Twenty-five Minutes Six Seconds East(N 85°25'06"E)a distance of One Hundred Ninety-
nine and Seven I-Iundredths feet(199.0'7')Rom an iron pin to be set on the northern right-of-way of Woodland
Drive and tho dedicated right-of-way for Good Hope Road(S.R.1013);
Thence along said New Lot 1 North Four Degrees Fourteen Minutes Thirty-nine Seconds West (N
04°14'39"W)a distance of Two Hundred Ninety-five and Eighty-nine Hundredths feet(295.89')to a concrete
monument to be act on the southern right-of-way of Wertzville Road(S.R.944);
Thence along the southern right-of-way of Wcrtzville Road(S.R.944)South Eighty-seven Degrees Ten
Minutes Thirty-seven Seconds East(3 87°10'37"E)a distance of Two Hundred Thirty-nine and Twelve Hundredths
feet (239.12') to an iron pin to be set at the northwestern oorner of lands now or formerly of Jamestown
Development Company;
Thence along lands now or formerly of Jamestown Development Company South Zero Degrees Thirty-nine
Minutes Nine Seconds East(S 00°39'09"B)a distance of Forty-two and Ninety-live Hundredths feet(42.95')to an
iron pin to be set at the same;
Thence along the saute South Twelve Degrees Ten Minutes Thirty-nine Seconds East(S 12°10'39"E)a
distance of Two Hundred Twenty-four and Nineteen Hundredths feet(224.19')to an iron pin found on the northern
right-of-way of Woodland Drive;
Thence along the northern right-of-way of Woodland Drive South Eighty-five Degrees Twenty-five
Minutes Six Seconds West(S 85°25'06"W)a distance of Two Hundred Sixty-five and Fifty-six Hundredths(bet
(265.56')to a concrete monument to be set on the northern right-of-way of Woodland Drive at the southeast corner
of New Lot 1 as shown on the aforementioned Subdivision Plan,the PLACE OF BEGINNING.
The above described tract being known as 4930 Woodland Drive as on a plan entitled"Preliminary/Final
Subdivision Plan for Turkey Hill Mini Market" prepared by Dawood Engineering, and recorded with the
Cumberland County Recorder of Deeds in Plan Book 93 page 11 on August 28, 2006, containing Sixty-nine
Thousand Three Hundred Forty-three square feet,more or less(69,343+1-sq.IL).
•
PARCEL NO.2(Cumberland County Tax Parcel No.10-14-0840-040):
TRACING.1 of Parcel No,2:
ALL THAT CERTAIN piece or parcel of land situate in the Township of Hampden,County of Cumberland and
Commonwealth of Pennsylvania,bounded and described as follows,to wit:
BEGINNING at a point in a public road leading from Wertzville Road to Boole at corner of lands now or formerly
of Harold F.Walters and Mildred A.Walters,his wife;thence by lands now or formerly of Harold F.Walters and
Mildred A.Walters,his wife,South 04 degrees 39 minutes East,a distance of 283.10 feet to a point;thence North
63 degrees 55 minutes West, a distance of 19.08 feet to a point; thence North 05 degrees 25 minutes West,a
distance of 180,68 feet East to a point;thence North 06 degrees 50 minutes East,a distance of 94.57 feet to a point
in a public road leading from Wertzville to Enola at the point or place of BEGINNING.
CONTAINING 0.09 acres.
BEING the same premises as shown on a survey by D.P.Raffensperger,R.S.,dated July 25,1966.
TRACT NO.2 of Parcel No.2:
ALL THAT CERTAIN tract of land situate in Hampden Township,Cumberland County,Pennsylvania, more
particularly bounded and described as follows,to wit:
BEGINNING at a spike in the center of a public road leading ftom Wertzville to Enola at line of lands now or
formerly of Frank Cekovic;thence along land now or formerly of Frank Cekovic,South 04 degrees 39 minutes Bast,
294.16 feet to a stake at line of land now or formerly of Mac M.Kob;thence continuing along the land now or
formerly of Mac M.Kob,North 63 degrees 55 minutes West,105.21 feet to a stake;thence North 04 degrees 39
minutes West,285.10 feet to a spike in the center of the aforementioned public road;thence along the center of the
• aforementioned public road,South 69 degrees 23 minutes East,100.00 feet to a spike and place of BEGINNING.
TRACT NO.3 of Parcel No.2:
ALL THAT CERTAIN triangular shaped parcel of land situate in Hampden Township, Cumberland County,
Pennsylvania,bounded and described as follows,to wit:
BEGINNING at a point at the southwest corner of lands now or formerly of the Walters;thence in a southeasterly
direction along lands now or formerly of the Walters,94.00 feet,more or less,to a point on the northerly right-of-
way line for a service road;thence along said service road in a westerly direction,82.00 feet,more or less,to a point
on the northerly right-of-way line of said service road,said point being located at lands now or formerly of Harold
F.Walters and Mildred A.Walters,his wife;thence in a northwesterly direction in a straight line,40.00 feet,more
or less, to a point on tine southwest corner of lands now or formerly of the Walters, the point or place of
BEGINNING.
BEING a triangular shaped piece of land located at the southwest corner of lands now or formerly of Oscar N.
Pumarejo and Faye B.Putmrejo,his wife, formed by condemnation activities specifically with reference to that
certain service road which runs generally in an east—west direction.
TOGETHER known as 4900 Woodland Drive,Enola,PA
Exhibit"A"—Page 2
ROBERT P.ZIEGLER
RECORDER OF DEEDS rj t':..r N.
CUMBERLAND COUNTY q� � "`
1 COURTHOUSE SQUARE r`+ A " :
CARLISLE,PA 17013 {'t ?
717-240-6370 .t °�' Q l 1 4�
a 11
Instrument Number-200823381
Recorded On 7/9/2008 At 3:25:33 PM *Total Pages-II
*Instrument Type-MORTGAGE
Invoice Number-24785 User ID-RA K
*Mortgagor-GURUGOVIND LLC
*Mortgagee-ORRSTOWN BANK
*Customer-JAMES ET AL
*ram
STATE WRIT TAX $0.50 Certification Page
STATE JCS/ACCESS TO $10.00
JUSTICE DO NOT DETACH
RECORDING FEES — $24.50
RECORDER OF DEEDS now This page is part
AFFORDABLE HOUSING $11.50 P g P
COUNTY ARCHIVES FEE $2.00 of this legal document.
ROD ARCHIVES FEE $3.00
TOTAL PAID $51.50
I Certify this to be recorded
in Cumberland County PA
c 6,�\ •
l Vrr l y RECORDER 0 D'.EDS
*-Information denoted by an asterisk sully change daring
the verification process end may not be reflected on this page.
III00x
I
EXHIBIT C
13
# 1972282 v. 1
aO
Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 260
SHIPPENSBURG,PA
17267
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
77 EAST KING STREET
P.O.BOX 260
SHIPPENSBURG,PA
17257
FOR RECORDER'S USE ONLY
ASSIGNMENT OF RENTS
THIS ASSIGNMENT OF RENTS dated July 8,2008,Is made and executed between Gurugovind,
LLC,whose address is 1188 Greenfield Drive,Mechanicsburg, PA 17055(referred to below as
"Grantor") and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 260,
SHIPPENSBURG,PA 17267(referred to below as"Lender").
ASSIGNMENT. For valuable consideration,Grantor hereby assigns,grants a continuing security
interest In,and conveys to Lender all of Grantor's right,title, and interest in and to the Rents
from the following described Property located in Cumberland County, Commonwealth of
Pennsylvania:
See attached
The Property or Its address is commonly known as 4900 and 4930 Woodland Drive,Enola,PA
17025.
CROSS-COLLATERALIZATION. In addition to the Note, this Assignment secures all obligations,debts end liabilities,
plus interest thereon,of Grantor to Lender,or any one or more of them,as well as all claims by Lender against Grantor
or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of
the Note, whether voluntary or otherwise, whether due or not due, direot or Indirect, determined or undetermined,
absolute or contingent, liquidated or unliquidated, whether Grantor may be liable Individually or Jointly with others,
whether obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts
may be or hereafter may become barred by any statute of limitations,and whether the obligation to repay such amounts
may be or hereafter may become otherwise unenforceable.
THIS ASSIGNMENT IS GIVEN TO SECURE ill PAYMENT OF THE INDEBTEDNESS AND (2)PERFORMANCE OF ANY
AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE,THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. •
THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents,Grantor
shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of
Grantor's obligations under this Assignment. Unless and until Lender exercises Its right to collect the Rents as provided
below end so long as there Is no default under this Assignment,Grantor may remain in possession and control of and
operate and manage the Property and collect the Rents,provided that the granting of the right to collect the Rents shall
not constitute Lender's consent to the use of cash collateral In a bankruptcy proceeding,
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that:
Ownership. Grantor Is entitled to receive the Rents free and clear of all rights,loans, liens,encumbrances,and
claims except as disclosed to and accepted by Lender in writing.
Right to Assign. Grantor has the full right,power and authority to enter Into this Assignment and to assign and
convey the Rents to Lender.
No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any
instrument now In force.
No Further Transfer. Grantor will not sell,assign,encumber,or otherwise dispose of any of Grantor's rights in the
Rents except ae provided in this Assignment.
LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time,and even though no
default shall have occurred under this Assignment,to collect and receive the Rents. For this purpose,Lender Is hereby
given and granted the following rights,powers and authority:
Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this
Assignment and directing all Rents to be paid directly to Lender or Lender's agent.
Enter the Property. Lender may enter upon and take possession of the Property;demand,collect and receive from
the tenants or from any other persona liable therefor,all of the Rents;Institute and carry on all legal proceedings
necessary for the protection of the Property, including such proceedings as may be necessary to recover
possession of the Property;collect the Rents and remove any tenant or tenants or other persona from the Property.
Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same In repair;
to pay the costs thereof and of all services of all employees,Including their equipment,and of all continuing costa
and expenses of maintaining the Property In proper repair and condition,and also to pay all taxes,assessments and
water utilities,and the premiums on fire and other Insurance effected by Lender on the Property.
Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the
(
ASSIGNMENT OF RENTS
(Continued) Page 2
Commonwealth of Pennsylvania and also all other laws, rules,orders, ordinances and requirements of all other
governmental agencies affecting the Property,
Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on
such conditions as Lender may deem appropriate.
Employ Agents, Lender may engage such agent or agents as Lender may deem appropriate,either In Lender's
name or in Grantor's name,to rent end manage the Property,Including the collection and application of Rents.
Outer Acts. Lender may do all such other things and aote with respect to the Property as Lender may deem
appropriate end may act exclusively and solely in the place and stead of Grantor and to have all of the powers of
Grantor for the purposes stated above.
No Requirement to Aot. Lender shall not be required to do any of the foregoing acts or things,and the fact that
Lender shall have performed one or more of the foregoing acts or things shell not require Lender to do any other
specific act or thing.
APPLICATION OF RENTS. All costa and expenses Incurred by Lender In connection with the Property shall be for
Grantor's account end Lender may pay such caste and expenses from the Rents. Lender,In Its sole discretion,shall
determine the application of any and all Rents received by It;however,any such Rents received by Lender which are
not applied to such costa and expenses shell be applied to the Indebtedness, All expenditures made by Lender under
this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this
Assignment,and shall be payable on demand,with interest at the Note rote from date of expenditure until paid.
FULL PERFORMANCE. If Grantor pays all of the indebtedness when due and otherwise performs all the obligations
Imposed upon Grantor under this Assignment,the Note,and the Related Documents,Lender shall execute and deliver to
Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on
file evidencing Lender's security interest In the Rents end the Property. Any termination fee required by law shall be
paid by Grantor,If permitted by applloable law.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's Interest in
the Property or if Grantor fells to comply with any provision of this Assignment or any Related Documents,including but
not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under
this Assignment or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any
action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security
interests,encumbrances and other claims,at any time levied or placed on the Rents or the Property and paying all coats
for Insuring, maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such
purposes wit then bear Interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Grantor. All such expenses will become a pert of the Indebtedness and,at Lender's option,will (A)
be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any
Installment payments to become due during either (1) the term of any applicable Insurance policy; or (2) the
remaining term of the Note;or (CI be treated as a balloon payment which will be due and payable at the Note's
maturity. The Assignment also will secure payment of these amounts. Such right shell be In addition to all other rights
and remedies to which Lender may be entitled upon Default.
DEFAULT. Each of the following,at Lender's option,shall constitute an Event of Default under this Assignment:
Payment Default. Grantor fells to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition
contained in this Assignment or In any of the Related Dooumente or to comply with or to perform any term,
obligation,covenant or condition contained in any other agreement between Lender and Grantor.
Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment
for taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on
Grantor's behalf under this Assignment or the Related Documents is false or misleading in any material respect,
.er-now-or-at-the-Nme-made-er-furnished-er-beeemes4efse-er--misleading-et-enytime-thereafte,.
Defective Collaterali:ation. This Assignment or any of the Related Documents ceases to be In full foroe and effect
(Including failure of any collateral document to create a valid and perfected Security interest or lien)at any time and
for any reason,
Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any
member withdraws from the limited liability company,or any other termination of Grantor's existence as a going
business or the death of any member,the Insolvency of Grantor,the appointment of a receiver for any part of
Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judloial
proceeding,self-help,repossession or any other method,by any oreditor of Grantor or by any governmental agency
against the Rents or any property securing the indebtedness. This includes a garnishment of any of Grantor's
accounts, Including deposit accounts,with Lender. However,this Event of Default shall not apply If there is a
good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the basis of the creditor or
forfeiture proceeding and if Grantor gives Lender written notice of the oreditor or forfeiture proceeding end 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,
Property Damage or Lose. The Property is lost,stolen,substantially damaged,sold,or borrowed against.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability
under,any Guaranty of the Indebtedness,
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself Insecure.
Cure Provisions. If any default,other than a default In payment is curable and If Grantor has not been given a
notice of a breach of the same provision of this Assignment within the preceding twelve 1121 months,it may be
cured If Grantor,after receiving written notice from Lender demanding cure of such default: (1) cures the default
within fifteen(16)days;or (2) If the cure requires more than fifteen 116)days,Immediately Initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default end thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical,
ASSIGNMENT OF RENTS
(Continued) Page 3
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter.Lender
may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided
by law:
Accalarate Indebtedness. Subject to applicable law, Lender shall have the right at its option without notice to
Grantor to declare the entire indebtedness Immediately due and payable,
Collect Rents. Lender shell have the right, without notice to Grantor,to take possession of the Property and
collect the Rents,Including amounts past due end unpaid,and apply the net proceeds,over and above Lender's
costs, against the indebtedness, In furtherance of this right,Lender shall have all the rights provided for in the
Lender's Right to Receive and Colleot Rents Section,above. If the Rents are collected by Lender,then Grantor
irrevocably authorizes Lender to endorse Instruments received In payment thereof In the name of Grantor and to
negotiate the same end collect the proceeds. Payments by tenants or other users to Lender In response to
Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds
for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or
through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of
the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or
sale, and to collect the Rents from the Property and apply the proceeds, over end above the cost of the
receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right
to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a
receiver.
Other Remedies. Lender shall have all other rlghta and remedies provided in this Assignment or the Note or by
law.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and
an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment,after
Grantor's failure to perform,shell not effect Lender's right to declare a default and exercise its remedies.
Attorneys'Fees;Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment,
Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and
upon any appeal. Whether or not any court action is Involved, and to the extent not prohibited by law, all
reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of Its
interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall beer
interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include,
without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys'fees and
Lender's legal expenses,whether or not there is a lawsuit,including reasonable attorneys'fees and expenses for
bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any
anticipated post-judgment collection services, the cost of searching records, obtaining title reports linciuding
foreclosure reports),surveyors'reports,end appraisal fees,title Insurance,and fees for the Trustee,to the extent
permitted by applicable law. Grantor also will pay any court coats,in addition to all other sums provided by law,
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment:
Amendments. This Assignment,together with any Related Documents,constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this
Assignment shell be effective unless given In writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Caption Headings. Caption headings In this Assignment are for convenience purposes only and ere not to be used
to Interpret or define the provisions of this Assignment.
Merger. There shell be no merger of the Interest or estate created by this assignment with any other Interest or
estate In the Property at any time held by or for the benefit of I ender In any capacity.without the written mutant
of Lender,
Interpretation. (1) In ell cases where there Is more than one Borrower or Grantor,then all words used In this
Assignment in the singular shell be deemed to have been used In the plural where the context end construction so
• require. (2) If more than one person signs this Assignment as'Grantor,"the obligations of each Grantor are joint
and several. This means that if Lender brings a lawsuit,Lender may sue any one or more of the Grantors. If
Borrower and Grantor are not the same person,Lender need not sue Borrower first,and that Borrower need not be
joined In any lawsuit. (3) The names given to paragraphs or sections In this Assignment ere for convenience
purposes only.They are not to be used to interpret or define the provisions of this Assignment.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment 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 Assignment
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 Assignment. No prior waiver by Lender,nor any course of dealing between
Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any
future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such
consent by Lender in any Instance shall not constitute continuing consent to subsequent instances where such
consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender.
Notices. Unless otherwise provided by applicable law,any notice required to be given under this Assignment shall
be given in writing,and shall be effective when actually delivered,when actually received by telefacelmile(unless
otherwise required by low), when deposited with a nationally recognized overnight courier,or, if mailed, when
deposited in the United States mall, as first class, certified or registered mall postage prepaid, directed to the
addresses shown near the beginning of this Assignment. Any party may change Its address for notices under this
Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice Is to
change the party's address. For notice purposes,Grantor agrees to keep Lender Informed at all times of Grantor's
current address, Unless otherwise provided by sppliooble law,if there is more then one Grantor,any notice given
by Lender to any Grantor is deemed to be notice given to all Grantors.
Exercise of Authorization and Powers. The various authorizations and powers of attorney conveyed on Lender
under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as
the same are renounced by Lender, It is understood and agreed that any exercise of this authorization by Lender
shall be on behalf of Lender and not on behalf of Grantor. Lender is not an agent or fiduciary of Grantor.
However, in exercising the authorization granted hereby, Lender shall exercise reasonable caution and prudence
and Lender shall keep full and accurate record of all actions,receipts and disbursements.
ASSIGNMENT OF RENTS
(Continued) Page 4
Soverabllity. If a court of competent Jurisdiction finds any provision of this Assignment to be illegal, Invalid,or
unenforceable as to any circumstance, that finding shall not make the offending provision Illegal, Invalid, or
unenforceable as to any other circumstance. It feasible,the offending provision shall be considered modified so
that It becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from this Assignment. Unless otherwise required by law, the Illegality, invalidity, or
unenforceabillty of any provision of this Assignment shall not affect the legality,validity or enforceability of any
other provision of this Assignment.
Successor Interests. The terms of this Assignment shall be binding upon Grantor, and upon Grantor's heirs,
personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and
assigns.
Time Is of the Essence. Time Is of the essence In the performance of this Assignment.
Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY
CONTAINED IN THIS ASSIGNMENT,GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM
SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF
EACH AND EVERY PERSON,EXCEPT JUDGMENT CREDITORS OF GRANTOR,ACQUIRING ANY INTEREST IN OR
TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this
Assignment. 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 shell Include the plural,and the plural
shall Include the singular,as the context may require. Words and terms not otherwise defined in this Assignment shell
have the meanings attributed to such terms In the Uniform Commercial Code:
Assignment. The word"Assignment"means this ASSIGNMENT OF RENTS,as this ASSIGNMENT OF RENTS may
be amended or modified from time to time,together with all exhibits and schedules attached to this ASSIGNMENT
OF RENTS from time to time.
Borrower. The word"Borrower"means Gurugovind,LLC.
Default, The word"Default'means the Default set forth In this Assignment in the section titled"Default",
Event of Default. The words"Event of Default"mean any of the events of default set forth In this Assignment in
the default section of this Assignment.
Grantor. The word"Grantor"means Gurugovind,LLC.
Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the
indebtedness.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a
guaranty of all or part of the Note.
Indebtedness. The word "Indebtedness" means all principal,Interest, and other amounts, costs and expenses
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under
this Assignment,together with interest on such amounts as provided in this Assignment. The lien and security
Interests created pursuant to this Assignment covering the Indebtedness which may be created in the future shall
relate back to the date of this Assignment. Specifically,without limitation,indebtedness Includes all amounts that
may be indirectly secured by the Crosa•Coilateralizatlon provision of this Assignment.
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 Grantor to Lender, together with all renewals of, extensions of, modiflcations of,
refinancings of,consolidations of,and substitutions for the promissory note or enreement.
Property. The word "Property' means all of Grantor's right, title and interest In and to all the Property as
described In the"Assignment"section of this Assignment,
Related Documents. The words 'Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter
existing,executed in connection with the Indebtedness.
Rents. The word'Rents'means all of Grantor's present end future rights,title and Interest in,to end under any
and all present and future leases, Including, without limitation, all rents, revenue, income, Issues, royalties,
bonuses,accounts receivable,cash or security deposits,advance rentals,profits and proceeds from the Property,
and other payments and benefits derived or to be derived from such leases of every kind and nature,whether due
now or later,including without limitation Grantor's right to enforce such leases and to receive and ooilect payment
and proceeds thereunder.
ASSIGNMENT OF RENTS
(Continued) Page 5
THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT
PERSONALLY BUT AS AN AUTHORIZED SIGNER,HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED
ON BEHALF OF GRANTOR ON JULY 8.2008.
THIS ASSIGNMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS ASSIGNMENT IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANTOR:
GU RUG OVIN',LLC
BY:W4 s
a n . ••a , amber of Gurugo nd,LCC
7., Ned�'�. '�m` ..,�b. Seal/
7t C.P I,Member.f Our govind,LLC
i Bye; J # .: � .,:>: L :j8ea11
Manol K.Patel,Member of Gurugov • L C
A . a� zd{Snell
KanIibnia RR Petal, f G goy nd.LLC
Signed,ack Y i red In the presence of:
XWitness ���///�✓���////lI(v . ; ,koltbj
X
Witness
•
CERTIFICATE OF RESIDENCE
I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein Is as follows:
SEVEN GABLES OFFICE,77 EAST KING STREET.P 0 BOX 250,SHIPPENSBURG,PA die4Arr.,,
,,
Attorney or Agent for Mortgagee
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
I SS
COUNTY OF ...'PFI lie
On this,the day of 7u\)' ,20 Ok before me
JiJ,Ld(//i C n. ,the undersigned Notary Public,personally appeared Navin K.Patel,Member of
Gurugovind,LLC;Laxmikant K.Petal,Member of Gurugovind,LLC;Marto]K.Patel,Member of Gurugovind,LLC;end
Kanhlbhal R. Patel, Member of Gurugovind, LLC, who acknowledged themselves to be the members or designated
agents of Gurugovind.LLC,a Limited Liability Company,and that they as such members or designated agents,being
authorized to do so,executed the foregoing instrument for the purposes therein contained by signing the name of the
Limited Liability Company by themselves as members or designated agents.
In witness whereof.I hereunto sat my hand and official seal. •.' r
COMMONWEALTH OF PENNSYLVANIA(' / b-
1,-6A a1t Cr {{ y
NOTARIAL SEAL Notary Public in and for the State of�ll' t1Vrl'�lfLlb+t' 'o'�'
MICHELLE ELLIOTT NOTARY PUBLIC �, '•
DERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE 9,2011
LASER PRO Lending,Ver.6.40.00.003 Copr.Harland Financial Solutions,Inc.1997,2008, All Rights Reserved. '•r
PA c:\CFI\LPL\014.FC TR•20106 PR-1
EXHIBIT"A"—LEGAL DESCRIPTION
ASSIGNMENT OF RENTS FROM GURUGOVIND,LLC,
TO ORRSTOWN BANK DATED JULY 8,2008
PARCEL NO.1(Cumberland County Tax Parcel No.10-14-0840-041B):
ALL THAT CERTAIN parcel of ground known as 4930 Woodland Drive, as shown on a plan entitled
"Preliminary/Final Subdivision Plan for Turkey Hill Mini Market"prepared by Dawood Engineering,and recorded
with the Cumberland County Recorder of Deeds in Plan Book 93 page 11 on August 28,2006, located in the
Township of Hampden,within the County of Cumberland,in the Commonwealth of Pennsylvania,being more fully
bounded and described as follows to WIT:
Beginning at a concrete monument to be set on the northern right-of-way of Woodland Drive at the
southeast corner of New Lot 1 as shown on the aforementioned Subdivision Plan, Said monument located North
Eighty-five Degrees Twenty-five Minutes Six Seconds East(N 85°25'06"B)a distance of One Hundred Ninety-
nine and Seven Hundredths feet(199.07')from an iron pin to be set on the northern right-of-way of Woodland
Drive and the dedicated right-of-way for Good Hope Road(S.R,1013);
Thence along said New Lot 1 North Four Degrees Fourteen Minutes Thirty-nine Seconds West (N
04°14'39"W) a distance of Two Hundred Ninety-five and Eighty-nine Hundredths feet(295.89')to a concrete
monument to be set on the southern right-of-way of Wertzville Road(S.R.944);
Thence along the southern right-of-way of Wertzville Road(SR.944)South Eighty-seven Degrees Ten
Minutes Thirty-seven Seconds East(S 87°10'37"E)a distance of Two Hundred Thirty-nine and Twelve Hundredths
feet (239.12') to an iron pin to be set at the northwestern corner of lands now or formerly of Jamestown
Development Company;
Thence along lands now or formerly of Jamestown Development Company South Zero Degrees Thirty-nine
Minutes Nine Seconds East(S 00°39'09"E)a distance of Forty-two and Ninety-five Hundredths feet(42.95')to an
iron pin to be set at the same;
Thence along the same South Twelve Degrees Ten Minutes Thirty-nine Seconds East(S 12°10'39"E)a
distance of Two Hundred Twenty-four and Nineteen Hundredths feet(224,19')to an iron pin found on the northern
right-of-way of Woodland Drive;
Thence along the northern right-of-way of Woodland Drive South Eighty-five Degrees Twenty-five
Minutes Six Seconds West(S 85°25'06"W)a distance of Two Hundred Sixty-five and Fifty-six Hundredths feet
(265.56')to a concrete monument to be set on the northern right-of-way of Woodland Drive at the southeast corner
of New Lot 1 as shown on the aforementioned Subdivision Plan,the PLACE OF BEGINNING.
The above described tract being known as 4930 Woodland Drive as on a plan entitled"Preliminary/Final
Subdivision Plan for Turkey Hill Mini Market" prepared by Dawood Engineering, and recorded with the
Cumberland County Recorder of Deeds in Plan Book 93 page 11 on August 28, 2006, containing Sixty-nine
Thousand Three Hundred Forty-three square feet,more or less(69,343+/-sq.ft.).
PARCEL NO.2(Cumberland County Tax Parcel No,10-14-0840.040):
TRACT NO.1 of Parcel No.2:
ALL THAT CERTAIN piece or parcel of land situate in the Township of Hampden,County of Cumberland and
Commonwealth of Pennsylvania,bounded and described as follows,to wit:
BEGINNING at a point in a public road leading from Wertzville Road to Enola at corner of lands now or formerly
of Ilarold F.Walters and Mildred A.Walters,his wife;thence by lands now or formerly of Harold F,Walters and
Mildred A,Walters,his wife,South 04 degrees 39 minutes East,a distance of 283.10 feet to a point;thence North
63 degrees 55 minutes West, a distance of 19.08 feet to a point; thence North 05 degrees 25 minutes West, a
distance of 180.68 feet East to a point;thence North 06 degrees 50 minutes East,a distance of 94.57 feet to a point
ins public road leading from Wertzville to Enola at the point or place of BEGINNING.
CONTAINING 0.09 acres.
BEING the same premises as shown on a survey by D.P.Raffensperger,R.S.,dated July 25,1966.
TRACT NO.2 of Parcel No,2:
ALL THAT CERTAIN tract of land situate in Hampden Township, Cumberland County, Pennsylvania, more
particularly bounded and described as follows,to wit:
BEGINNING at a spike in the center of a public road leading from Wertzville to Enola at line of lands now or
formerly of Frank Cekovic;thence along land now or formerly of Frank Cekovic,South 04 degrees 39 minutes East,
294.16 feet to a stake at line of land now or formerly of Mac M,Kob;thence continuing along the land now or
formerly of Mac M.Kob,North 63 degrees 55 minutes West, 105.21 feet to a stake;thence North 04 degrees 39
minutes West,285.10 feet to a spike in the center of the aforementioned public road;thence along the center of the
aforementioned public road,South 69 degrees 23 minutes East,100.00 feet to a spike and place of BEGINNING,
TRACT NO.3 of Parcel No.2:
ALL THAT CERTAIN triangular shaped parcel of land situate in Hampden Township, Cumberland County,
Pennsylvania,bounded and described as follows,to wit:
BEGINNING at a point at the southwest corner of lands now or formerly of the Walters;thence in a southeasterly
direction along lands now or formerly of the Walters,94.00 feet,more or less,to a point on the northerly right-of-
way line for a service road;thence along said service road In a westerly direction,82.00 feet,more or less,to a point
on the northerly right-of-way line of said service road,said point being located at lands now or formerly of Harold
F.Walters and Mildred A.Walters,his wife;thence in a northwesterly direction in a straight line,40.00 feet,more
or less, to a point on the southwest corner of lands now or formerly of the Walters, the point or place of
BEGINNING.
BEING a triangular shaped piece of land located at the southwest comer of lands now or formerly of Oscar N.
Pumarejo and Faye E.Pumarejo,his wife,formed by condemnation activities specifically with reference to that
certain service road which runs generally in an east—west direction.
TOGETHER known as 4900 Woodland Drive,Enola,PA
Exhibit"A"—Page 2
•
ROBERT P.ZIEGLER
RECORDER OF DEEDS ;, y,
CUMBERLAND COUNTY 'Yv; o .,
1 COURTHOUSE SQUART; '�` ` 'i '1 -..
1 -414 ii;Y 9 a _ SAY
CARLISLE,PA 17013
717-240-6370 ,�_ • •
Instrument Number-200823382
Recorded On 7/9/2008 At 3:25:34 PM *Total Pages-8
*Instrument Type-ASSIGNMENT
invoice Number-24785 User ID-RAK .
*Grantor-GURUGOVIND LLC
*Grantee-ORRSTOWN BANK
*Customer-JAMES ET AL
*FEES
STATE WRIT TAX $0.50 Certification Page
RECORDING FEES — $18.50
RECORDER OF DEEDS DO NOT DETACH
COUNTY ARCHIVES FEE $2.00
ROD ARCHIVES FEE $3.00
TOTAL PAID $24.00 This page is now part
of this legal document.
I Certify this to be recorded
in Cumberland County PA
sit I r-iV RECORDER O D DS
tr
>ao
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page.
000VX8
1 II 1111111I11111111II
1
EXHIBIT D
14
#1972282 v. 1
Borrower Name: GURUGOVIND,LLC
ALLONGE
This Allonge 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 Allonge 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 BANK,a Pennsylvania banking
corporation r
By:
Name: Zachary M. lynn
Title: SVP,SAG D or
Special Assets Group
Orrstown Bank Offering# 121210
Pool#100
Reference.#89001
Inst. # 201305556 - Page 1 of 5
•
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
10-14-0840-040 - HAMPDEN TP
CCOIS 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 Pared Identification No.:10-140840-040
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 c/o Sabal Financial Group, L.P., 4675
MacArthur Court, Suite•1550, Newport Beach, CA 92660, all of Assignor's right, title and
interest in and to that certain:
AMO Ref.:2510.144AP1
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 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,WRI'1"1'EN OR ORAL,BY ASSIGNOR
'REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
•
..........................
.... ............._................. . .. . .
.... .... ..........
. .. .......__..........._...........
iI
AMO Ref.:2510.144AP 1
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889001
•
Inst. # 201305556 - Page 3 of 5
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this )62— day of
February,2013.
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking corporation
By: Magnolia Port .lio,LLC,a I:laware limited liability
company, • • - -in-
sy: .
Name: R.Patterson Jac'•
Title: Authorized Signatory
-1.1444 u�..�r�.,� Ch :
ACKNOWLEDGMENT bt /3O f. ..01 a
STATE OF CALIFORNIA ) u r�cry „Arkin �
ss: 20t U $ 2,6, 3
COUNTY OF ORANGE )
On this day of February, 2013, before me person y appeared R. Patterson Jackson, as
Authorized Signatory for Magnolia Porttblio,LLC,a Del vAre limited liability company,Attorney-in-
Fact for Orrstown Bank,a Pennsylvania banking core on,known to me or proved to me on the basis
of satisfactory evidence to be the persons who a uted the foregoing instrument, and they thereupon
duly acknowledged tome that they executed t same to be their free act and deed.
WITNESS my hand and official seal.
My commission expires: Name of Notary:
AMO Ref.:2510.144AP1
Loan Name:OURUOOVJND LLC
Loan Ref.:26475889001
•
1
•
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 Jacks , who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct. .
WITNESS my hand and official seal. LYNN MATTSON
n+
Commisslon#1930475
��,�� Notary Public•Calliornla z
r*' Orange County
(SEAL) My Comm.Expires Mar 27,2015
Publi Signature
•
II
Inst. p 201305556 - Page S of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS ,, .'
CUMBERLAND COUNTY '� }}
1 COURTHOUSE SQUARE •`` ys : : : -- v .:°•
�` , .y•ry
CARLISLE, PA 17013 , :;
;717-240-6370
fir• Y,. i
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 PORTTIOLIO LLC
*Customer-SIMPLITILE 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.oo 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
k • RECORDER OF DEEDS
`1760`
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page.
Inst. # 201305557 - Page 1 of 5
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
10-14-0840-040 - HAMPDEN 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,OIC 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 c/o Sabal Financial Group,L.P.,4675 MacArthur
Court,Suite 1550,Newport Beach,CA 92660
Nick Barzel e
ASSIGNMENT OF ASSIGNMENT OF RENTS
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 c/o Sabal Financial Group, L.P., 4675
MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and
interest in and to that certain:
AMO Ref.:2510.144AP1
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889001
Inst. # 201305557 - Page 2 of 5
Assignment of Rents dated July 8, 2008 (the "Assignment of Rents"), made by
Gurugovind, LLC, in favor of Orrstown Bank, recorded July 9, 2008, as
Instrument Number 200823382 in the Real Estate Records of Cumberland
County, State of Pennsylvania("Real Estate Records");
Any notes and or other agreements evidencing the indebtedness and/or the
obligations secured by the recorded loan documents indentified above;and
Any and all other documents and instruments evidencing, securing and/or
relating to the indebtedness and/or obligations secured by the recorded loan
documents identified above.
The Assignment of Rents covers the property described therein, less and except any portion of
the property previously released and/or reconveyed.
TO HAVE AND TO 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 BLANK]
AMO Ref.:2510.144AP1
Loan Name:OURUOOVIND LLC
Loan Ref.:26475889001
Inst. # 201305557 - Page 3 of 5
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this .-- day of
February,2013.
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking corporation
By: Magnolia Po •• LC,a P- .ware limited liability
company,it • -in-Fay
By:
Name: R.Patterson Jackson
Title: Authorized Signatory ,gyp
I�.rS(&L .Fl4 i-O ..e O -C '-4 4
ACKNOWLEDGMENT a.crem-d or): of W
1&o/ 2
ter,shr'k rrz-ar•04 N t4rniler:
STATE OF CALIFORNIA ) ,20/3 0 .14,?
SS:
COUNTY OF ORANGE )
On this day of February, 2013, before me personally appeared R. Patt- •n Jackson, as
Authorized Signatory for Magnolia Portfolio,LLC,a Delaware limited liability pony,Attorney-in-
Fact for Orrstown Bank,a Pennsylvania banking corporation,known to me or : oved to me on the basis
of satisfactory evidence to be the persons who executed the foregoing in ••ument, and they thereupon
duly acknowledged to me that they executed the same to be their free an and deed.
WITNESS my hand and official seal.
My commission expires: Name of No :ry: _
C:644.41.9wor.. \"...7\....t43611'Y
AMO Ref.:2510.144AP1
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889001
1
Inst. # 201305557 - Page 4 of 5
State of California )
County of Orange )
On February ` ,2013,before me,Lynn Mattson,Notary Public,personally appeared
R. Patterson JacliN who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
LYNN MATTSON
Commission:1 93Oo4r n H� N otary pu 0 gallf71a Z� Orange unty
(SEAL) My Comm.Ex tras Mar 27,2015
ubli Signature
Inst. # 201305557 - Page 5 of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS
COUNTY r =K �,' , -'—
^� .. €
1 COURTHOUSE SQUARE •
CARLISLE, PA 17013 • & ' f3
717-240-6370 <:
Instrument Number-201305557
Recorded On 2/20/2013 At 8:20:48 AM *Total Pages-5
*Instrument Type-ASSIGNMENT
Invoice Number- 129719 User ID-SW
*Grantor-ORRSTOWN BANK
*Grantee-MAGNOLIA PORTFIOLIO LLC
*Customer-SIMPLIFILE LC E-RECORDING
*FEES
STATE WRIT TAX $0.50 Certification Page
RECORDING FEES — $11.50
RECORDER OF DEEDS DO NOT DETACH
PARCEL CERTIFICATION $10.00
FEES
COUNTY ARCHIVES FEE $2.00 This page is now part
ROD ARCHIVES FEE $3.00 of this legal document.
TOTAL PAID $27.00
I Certify this to be recorded
in Cumberland County PA
`;ou e
RECORDER OF DEEDS
"--_115o
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page.
EXHIBIT E
15
#1972282 v. 1
About Us - Montclair Hotel Investors Page 1 of 1
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About Montclair
Montclair Hotel Investors is a hotel investment and management company based in
suburban Chicago. Montclair assists institutions in achieving their hotel real estate
investment goals by developing a unique client partnership characterized by
mutuality of interests, integrity and core competence. Our team of investment,hotel
management, and service professionals brings financial expertise, tempered by
experience,for investment decisions consistent with each client's objectives.
The managing partners of Montclair are Dennis Langley and Peter Cyrus,who have
managed hotel portfolios with values in excess of $3 billion. These investments
include the management and ownership of numerous prominent golf and hospitality
investments including the Boca Raton Resort and Club, the Arizona Biltmore, the
Westin Maui, RockResorts, the Four Seasons Las Colinas (Dallas),the Lansdowne
Conference Resort (Washington DC) and the Hyatt Grand Champions (Palm
Desert, CA), as well as mid-market properties including a portfolio of 24 Holiday
Inns. In 1991, the firm's principals directed the sale of the two golf courses at the
Westin Kauai (not including the hotel) to Shinwa Golf for $250 million. In early
1995, Langley and Cyrus formed Montclair for the purpose of acquiring and
managing hotels.
Montclair has delivered outstanding returns to its investors to date, and is well
capitalized to continue to selectively seek attractive hotel investment opportunities.
Contact Us I 11OMI,
Cop_right ( 20 I3 -Montclair 1tote( Investors - ,All Rights Reserved
http://www.montclairhotels.com/about.asp 12/5/2013
Management Team - Montclair Hotel Investors Page 1 of 3
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ntchr/r�R Naot.t ontc[air
Montclair Executives:
Management Tear�n
Peter Cyrus
Dennis Langley
Dennis I ut, ley Managing Partner
g g
Au) Kashanian cilanglct a.rncntclathott(5.cctm
Scott Warren In 1995, Dennis Langley co-founded Montclair Hotel
Investors for the purpose of owning and managing hotel
Richard Roller properties. Since then, Montclair has been involved in
numerous hotel investments and managed hotels bearing
Joe Brus brands such as Hilton, Doubletree, Courtyard, Crowne
....___.........._...._.........
Plaza, InterContinental, Embassy Suites, Radisson,
SpringHill Suites, Holiday Inn, Holiday Inn Express and
Country Inn & Suites. Currently, Montclair either owns,
manages or asset manages fifteen hotels.
Dennis began his career in the hotel industry with Westin
Hotels and Resorts. He served on the corporate staff as
Assistant to the Chairman and focused on strategic issues
which included the corporate name change from Western
International Hotels to Westin Hotels and Resorts.
Following his tenure on the corporate staff, Langley
performed in a number of diverse field positions, beginning
as manager of the landmark Space Needle Restaurant in
Seattle. He subsequently served as Director of Food &
Beverage at the Westin Seattle followed by assignments as
Executive Assistant Manager of the Westin Galleria in
Houston and as Resident Manager of the Arizona Biltmore,
an internationally renowned destination resort.
Following his graduation from Cornell University, Dennis
served in the United States Army, initially as a paratrooper
and subsequently performed a tour of duty in Vicenza, Italy
as manager of the Officers Club and NCO Club.
Immediately prior to his departure from the Army with the
rank of Captain, he was named the top club manager for all
Army facilities and was awarded the Army Commendation
Medal.
top of pae
http://www.montclairhotels.com/dlangley.asp 12/5/2013
CORPORATE PROFILE
Montclair
Hotel Investors
Montclair Hotel Investors, Inc.
2801 Lakeside Drive
Suite 208
Bannockburn,Illinois 60015
Tel 847-457-3900
Fax 847-457-3901
MONTCLAIR HOTEL INVESTORS
About Montclair
Montclair Hotel Investors is a hotel investment and management company based in suburban Chicago.
The managing partners of Montclair are Dennis Langley and Peter Cyrus, who have managed hotel
portfolios with values in excess of$3 billion. These investments include the management and ownership
of numerous prominent golf and hospitality investments including the Boca Raton Resort and Club, the
Arizona Biltmore,RockResorts,the Four Seasons Las Colinas(Dallas),the Lansdowne Conference Resort
(Washington DC) and the Hyatt Grand Champions (Palm Desert, CA), as well as mid-market properties
including a portfolio of 24 Holiday Inns. In 1991, the firm's principals directed the sale of the two golf
courses at the Westin Kauai (not including the hotel)to Shinwa Golf for$250 million. In 1995,Langley
and Cyrus formed Montclair for the purpose of acquiring and managing hotels.
Montclair's current management portfolio is as follows:
Hotel City Rooms
1. Doubletree Reid Park,Tucson Tucson,AZ 296
2. Crowne Plaza SFO, San Francisco San Francisco,CA 310
3. Holiday Inn Walnut Creek Walnut Creek,CA 156
4. Holiday Inn Concord Concord,CA 198
5. Holiday Inn Sacramento Northeast Sacramento,CA 230
6. Embassy Suites Lakefront** Chicago,IL 457
7. Holiday Inn St Paul East St Paul,MN 195
8. Mt Airy Golf Club Tannersville,PA -
9. Holiday Inn Express Nashville Nashville,TN 287
10. Radisson Paper Valley Hotel Appleton,WI 392
11. Holiday Inn Neenah Riverwalk Neenah,WI 107
Total Rooms 2,628
**Asset Management
In addition to its hotel management business,Montclair has played a significant role in the following hotel
real estate transactions:
• Indian Lakes & Nordic Hills - In late 1995, Montclair Hotel Investors, in partnership with a Dallas
based Olympus Real Estate Corporation, acquired Indian Lakes Resort in Bloomingdale, Illinois and
Nordic Hills Resort in Itasca, Illinois. Indian Lakes is a 308-room hotel with 36 holes of golf and
extensive meeting facilities and resort type amenities. Nordic Hills is a 220-room hotel with an 18-
hole golf course and also features extensive meeting facilities and resort type amenities. In addition to
its ownership interest, Montclair Hotel Investors manages the properties. In 1996, Montclair
implemented a $6 million renovation program for these two resorts. Olympus/Montclair's combined
acquisition and renovation cost totals$41 million. In 1999,the resorts had NOI of$7.3 million net of
all fees and FF&E reserves.
• Loews House of Blues Hotel-In 1996,Montclair Hotel Investors was retained by Mark IV Realty as
development advisor in regard to Mark IV's redevelopment of Chicago's famed Marina City into a
mixed-use facility including a hotel. Montclair assisted Mark IV in the formulation and execution of a
redevelopment plan that resulted in the sale of the theater building to House of Blues and the execution
of restaurant leases with Smith & Wollensky and Bin 36. In January 1997, Nomura purchased the
majority interest in the balance of the project,including the hotel. Nomura and Mark IV have retained
Montclair Hotel Investors in an asset management capacity for the Loews House of Blues Hotel. This
370-room hotel opened in the fall of 1998.
MONTCLAIR HOTEL INVESTORS
• Hard Rock Hotel - In 1998, Montclair again joined forces with Mark IV Realty to serve as
development advisor for the conversion of Chicago's historic Carbon& Carbide Building (230 North
Michigan Avenue)into the Hard Rock Hotel. The Hard Rock Michigan Avenue has 386 guestrooms
and 20,000 SF of meeting space. The Hotel opened in January of 2004.
• Wisconsin Portfolio - In November of 1997, Montclair and Olympus Real Estate formed a
partnership to acquire a portfolio of three Wisconsin hotels located in Appleton,Oshkosh and Neenah.
The portfolio has 700 rooms and is comprised of one four star hotel and a pair of three star hotels. The
400-room Radisson Paper Valley Hotel in Appleton is one of Wisconsin's largest convention hotels
and has 32,000 square feet of meeting space including a 12,000 SF ballroom. In 1998, the hotel was
named "Wisconsin's Service Business of the Year". The Valley Inn in Neenah has 107 rooms and
11,000 SF of meeting space. The Pioneer Inn & Marina in Oshkosh is located on the shore of Lake
Winnebago and has 200 rooms and 15,000 SF of meeting space. Montclair and Olympus spent $4
million in renovation during the initial year of its ownership. Montclair Hotels Investors manages the
properties. Olympus/Montclair's combined acquisition and renovation investment totals $35 million.
Since the date of the acquisition,NOI for the portfolio has averaged$4.5 million per year.
• Embassy Suites River East - River East LLC and its principal, Dan McLean, selected Montclair as
asset manager and development advisor for a 458 room Embassy Suites in downtown Chicago. The
hotel is part of a major mixed-use development, which occupies a full city block. River East Center
includes the all suite hotel(with a 7,000 SF ballroom),a 24 screen AMC Cinema,a 28,000 SF Barnes
and Noble Superstore, a 25,000 SF Bally Fitness Center, a 54 story residential apartment tower,
several other retail users and restaurants, and a 1600 car underground parking garage. The Embassy
Suites opened in August 2001.
• Sale of Indian Lakes&Nordic Hills-During the year 2000,Montclair and Olympus sold its interest
in Indian Lakes and Nordic Hills. The partnership had acquired the hotels in late 1995 and the
acquisition price plus the renovation totaled$41 million. The partnership sold the assets for a total of
$60 million,enabling Olympus to realize a 29%internal rate of return over a five year hold period
• Shubert Theater Hotel - In January 2002, Montclair entered a joint venture with the Nederlander
Organization and Northern Realty to develop and manage a 128 room, limited service hotel in the
historic Majestic Building which houses Chicago's famed Shubert Theater. Construction will
commence in the fourth quarter of 2004 with a projected opening by year-end 2004.
• Holiday Inn Express - Nashville Downtown — In November 2002, Montclair, in partnership with
Oaktree Capital Management,acquired the 285 room Ramada Hotel in downtown Nashville,TN. The
hotel was extensively renovated and converted to a Holiday Inn Express in October of 2003.
• Oaktree Capital Hospitality Portfolio — In the summer of 2003, Oaktree Capital Management
retained Montclair to manage a portion of its hospitality portfolio. Montclair assumed management of
these assets in September of 2003. These properties include:
Crowne Plaza San Francisco 310 Rooms Burlingame,CA
Holiday Inn Sacramento 230 Rooms Sacramento,CA
Holiday Inn Walnut Creek 156 Rooms Walnut Creek,CA
Holiday Inn Concord 200 Rooms Concord,CA
Mount Airy Golf Club 18 Hole Golf Course Tannersville,PA
Montclair has delivered outstanding returns to its investors to date, and is well capitalized to continue to
selectively seek attractive hotel investment opportunities.
MONTCLAIR HOTEL INVESTORS
EXPERIENCE IN THE LODGING AND LEISURE INDUSTRY
Prior to the formation of Montclair Hotel Investors,its Principals directed or played a key role in
the following transactions:
Portfolio Transactions
Project Assignment Amount
National Hotel Partners Recapitalization and individual asset sales $400 Million
of 24 hotels
Holiday Inn Portfolio Portfolio Sale of 10 hotels $ 160 Million
Crown Sterling Suites Recapitalization of Portfolio of $450 Million
16 hotels
Individual Asset Transactions
Project Assignment Amount
Hyatt Key West Development $18 Million
Lansdowne Conference Center Development $60 Million
Westin Maui Development $210 Million
Westin Kauai Development $250 Million
Hyatt Suites Chicago Development $108 Million
Fairmont Hotel Denver Development $35 Million
Four Seasons Austin Development $42 Million
Four Seasons Las Colinas Development $110 Million
Boca Raton Resort and Club Marketing for Sale $250 Million
Four Seasons Mandalay Sale $42 Million
Frenchman's Reef St.Thomas Restructuring—Conversion to Marriott $60 Million
Inn on the Park-Toronto Sale $40 Million
Santa Barbara Biltmore Restructuring $42 Million
Holiday Inn San Francisco Sale $22 Million
Sonesta Key Biscayne Restructuring $50 Million
Crown Plaza-Seattle Sale $28 Million
Holiday Inn Elmhurst Sale $5.5 Million
Sheraton-Dallas Sale $25 Million
Holiday Inn-Detroit Airport Sale $4 Million
Omni Park Central NY Sale $60 Million
Crown Plaza-Stamford Sale $3.5 Million
Westin Kauai Golf Resort Sale $250 Million
Holiday Inn-Richmond Sale $6 Million
Holiday Inn-Warren Sale $8.5 Million
Dennis J. Langley
Personal Background Information
Dennis Langley began his career in the hotel industry with Westin Hotels and Resorts
immediately after service in the US Army. His military service followed his graduation from
Cornell University with a Bachelor of Science in Hotel Administration. From corporate staff to
line management at several of the larger hotels in the Westin chain, Mr. Langley gained broad
experience in all aspects of hotel operations and management during his eight-year tenure with
Westin. In the mid-1980's, Mr. Langley capitalized upon his detailed knowledge of hotel
operations to become an owners representative and asset manager for two different organizations
with significant hotel holdings in their real estate portfolios. He subsequently played a key role
in numerous high profile hotel transactions.
Professional Experience
Mr. Langley's activities on behalf of Montclair Hotel Investors employ the experience and skills
developed during his involvement with the following organizations:
Fall Creek Partners,Inc.
Fall Creek Partners, jointly founded by Mr. Langley in 1993, provides investment
advisory and asset management services to the hospitality industry. From 1993 to 1994,
the firm was engaged in providing hotel-specific strategic investment advisory services
and implementation of portfolio transactions valued in excess of$950 million. In July of
1994, Mr. Langley sold his interests in Fall Creek Partners to the other principals of the
firm.
VMS Realty Partners
As Senior Vice President - Hotel Investments for VMS Realty Partners of Chicago,
Illinois, Mr. Langley was employed to develop and implement a workout strategy for a
hotel portfolio of over 60 hotels valued in excess of$3 billion. This syndication firm had
assembled this portfolio during an aggressive hotel acquisition program conceived in the
early 1980's. Responsibilities fulfilled by Mr. Langley included asset management for a
highly diverse portfolio of hotel properties ranging from thirty Holiday Inns throughout
the United States to luxury hotels such as the Boca Raton Resort and Club, Boca Raton,
Florida; the Westin Maui and Westin Kauai in Hawaii; the Hyatt Key West; the Hyatt
Grand Champions; the Four Seasons Santa Barbara Biltmore; the Inn on the Park in
Toronto,Ontario; and Omni hotels in New York and Washington,DC.
During the disposition phase of the VMS hotel portfolio, Mr. Langley took the lead in
negotiations with lending institutions on debt restructuring and the ultimate disposition of
the properties owned by VMS. Over a three-year period from 1989 to 1992, he presided
over sales transactions with an aggregate value in excess of$700 million.
Southland Financial Corporation
In 1986, Mr. Langley joined Southland Financial Corporation in Dallas, Texas as Vice
President - Asset Management to direct the investment strategy for the company's hotel
portfolio. His endeavors included acting as owner's representative with responsibility for
oversight of hotel management companies such as Four Seasons and Sheraton, which
operated various hotels owned by Southland. When Southland Financial, the owner and
developer of the 12,000 acre Las Colinas development, liquidated its hotel portfolio in a
corporate restructuring,Mr. Langley participated in the sale of the Mandalay Hotel in Las
Colinas to Marriott Corporation, the Las Colinas Inn and Conference Center to USAA,
and the sale of the Sheraton Dallas to an offshore investment group.
Westin Hotels and Resorts
Mr. Langley joined Westin Hotels and Resorts in 1978 to direct the food and beverage
operations at the Westin Seattle. In 1980, he served on the corporate staff as Assistant to
the Chairman and focused on such strategic issues as the corporate name change from
Western International Hotels to Westin Hotels and Resorts and a major corporate
restructuring which resulted in a complete reorganization of the enterprise.
Following his tenure on the corporate staff, Mr. Langley performed in a number of
diverse field positions,beginning as manager of the landmark Space Needle Restaurant in
Seattle, Washington. In the arena of executive management of hotel properties, he first
served as Executive Assistant Manager of the Westin Galleria in Houston, Texas from
1982 to 1984 followed by a similar involvement at the Arizona Biltmore, an
internationally renowned destination resort, from 1984 to 1986.
United States Army
From 1974 to 1978, Mr. Langley served in the United States Army, initially as a
paratrooper and subsequently he performed a three-year tour of duty in Italy as manager
of an Officer's Club. In 1978, immediately prior to his departure from the Army with the
rank of Captain, he was named the top club manager for all Army facilities and was
awarded the Army Commendation Medal.
Educational Experience
In preparation for his hotel career,Mr. Langley attended the following educational institution:
Cornell University
Mr. Langley is a graduate of Cornell University's School of Hotel Administration and
has served on the Cornell University Campaign Committee. He holds the designation
Certified Hotel Administrator(CHA)from the American Hotel and Motel Association.
Dennis Langley was born in 1952 in Newark, New Jersey and was raised in the greater
metropolitan New York City area. His professional career has taken him to such diverse
locations as Italy, Seattle, Houston, Phoenix and Dallas. Mr. Langley moved to suburban
Chicago in 1987 where he currently resides in Lincolnshire, Illinois with his wife Julie, and three
children. Mr. Langley serves on the Board of Directors of Marklund Charities as well as the
Board of Trustees of the Loyola Academy Rowing Association.
Peter T. Cyrus
Personal Background Information
Peter Cyrus began his career in the real estate industry in 1967 as an appraiser in Cleveland,
Ohio. Mr. Cyrus has gone on to gain broad experience and recognition within the real estate
industry in a variety of challenging assignments including finance, development, portfolio
management and investment banking. In the late 1980's, a Creditor Committee composed of
some of the nation's leading lending institutions, selected Mr. Cyrus to oversee one of the largest
liquidations in real estate history, the dismantling of VMS Realty Partners. Throughout his
career, Mr. Cyrus has played an increasingly more significant role in numerous high profile real
estate transactions.
Professional Experience
Mr. Cyrus' activities on behalf of Montclair Hotel Investors employ the experience and skills
developed during his involvement with the following organizations:
Lazard Freres & Company
As Senior Vice President of this internationally known investment-banking firm, Mr.
Cyrus directed the Real Estate Group's Chicago office and also headed the firm's
Hospitality Group on a worldwide basis. During Mr. Cyrus' tenure,Lazard Freres played
a significant role in several high profile corporate hotel transactions including Nestles'
sale of Stouffer Hotels to Asian interests and the transition in control of the Italian luxury
chain, Ciga Hotels to ITT Sheraton. Mr. Cyrus also played a key role in the
recapitalization of the U.S. based hotel chain, Crown Sterling Suites.
VMS Realty Partners
As Chief Operating Officer of VMS Realty Partners, Mr. Cyrus directed the non judicial
liquidation of this $15 billion real estate corporation. This syndication firm had
assembled this portfolio during an aggressive acquisition strategy conceived in the early
1980's. Mr. Cyrus was named to the position with the advice and consent of the
corporation's Creditor Committee, which was composed of several dozen of the nation's
better known lending institutions. Despite the fact that the company's had liabilities
significantly in excess of its assets, Mr. Cyrus artfully managed the liquidation of the
corporation in such a fashion that it successfully avoided bankruptcy and maximized the
recovery of its value for its creditors. His responsibilities included the management of a
portfolio of 18 million square feet of office and retail properties, 85,000 apartment units
and one of the largest hotel portfolios ever assembled consisting of over 60 resorts and
hotels with a value in excess of$3 billion.
Tishman Midwest Management Corporation
As Principal and Executive Vice President for Finance and Development, Mr. Cyrus
capitalized on his earlier experiences to take an entrepreneurial opportunity with this
Chicago based real estate firm. He directed all aspects of the development and was a
co-owner of the $250 million Northwest Atrium Center. This project includes a
1,400,000 square foot office and retail complex as well as the train terminal for Chicago's
largest commuter railroad line.
Oxford Development Group Ltd.
As Vice President for this Canadian based real estate giant, Mr. Cyrus headed the
Midwest office with responsibilities for finance, disposition and development.
Noteworthy development projects include the 900,000 square foot Quaker Oats Tower
(Chicago), the mixed use Minneapolis City Center, the master planning of the Nikko
Hotel (Chicago), as well as the $200 million acquisition of the IDS Building
(Minneapolis).
New York Life Insurance Company
Mr. Cyrus managed the Southwestern Region for the Real Estate and Mortgage Loan
Department where he was responsible for new loan production, servicing and joint
venture activities. Based in Dallas, he was involved in a variety of both large and small-
scale real estate projects throughout the Southwest.
Richard Van Curan &Associates
Mr. Cyrus began his real estate career as an appraiser for this Cleveland based firm. In
this capacity, he provided narrative appraisals on all classifications of real estate
properties. Mr. Cyrus has been recognized as a qualified expert witness by the Court of
Common Pleas, the Court of Appeals and the Board of Tax Appeals in Cuyahoga
County, Ohio.
Professional Affiliation
Mr. Cyrus is a senior member of the Urban Land Institute and has been so since 1978. He is also
a senior member of the International Council of Shopping Centers and has been so since 1979.
He holds the designation of Certified Review Appraiser(CRA) from the National Association of
Review Appraisers.
Educational Experience
In preparation for his real estate career, Mr. Cyrus studied business administration at the
University of Arizona and John Carroll University.
Peter Cyrus was born in 1945 in Cleveland, Ohio and was raised in the greater Cleveland area.
His professional career has taken him to such diverse locations as Dallas, Edmonton, and Denver.
Mr. Cyrus moved to suburban Chicago in 1980 where he currently resides in Lincolnshire,
Illinois with his wife,Lauri and four children.
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 foregoing Motion of Magnolia
Portfolio, LLC for the Appointment of Receiver are true and correct to the best of my
knowledge, information and belief. I understand that the statements made herein are subject to
the penalties of 18 Pa. C.S. Section 4904 relating to unworn falsification to authorities.
���4
Brian Sosner, Asset Manager of Sabal
Financial Group, LP, servicer for Plaintiff,
Magnolia Portfolio, LLC
Dated: 06(/ _5- , 2013
16
CERTIFICATE OF SERVICE
I, Steven J. White, hereby certify that on December 12, 2013, I caused a true and
correct copy of the foregoing Motion of Magnolia Portfolio, LLC for the Appointment of
Receiver to be served upon the following parties via first class, U.S. mail, postage prepaid:
Gurugovind, LLC
1188 Greenfield Drive
Mechanicsburg, PA 17055
Steven J. ite, Esquire
Attorney for Plaintiff
#1972282 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. .
•• NO. 13-6885
GURUGOVIND, LLC :
•
1188 Greenfield Drive .
Mechanicsburg, PA 17055 .
•
•
Defendant. .
MEMORANDUM OF LAW IN SUPPORT OF
PLAINTIFF'S MOTION FOR THE APPOINTMENT OF A RECEIVER
I. MATTER BEFORE THE COURT
Before this Court is the Motion of Plaintiff, Magnolia Portfolio, LLC (the "Lender"), for
the Appointment of a Receiver to control, operate, and sell certain property owned by the
Defendant, Gurugovind, LLC (the "Borrower").
II. STATEMENT OF QUESTION INVOLVED
Should this Court appoint a receiver to control, operate, and sell certain property owned
by the Borrower when the parties specifically contracted for the appointment of a receiver in the
event of a default and the law in Pennsylvania allows for the appointment of a receiver to avoid
injury, mismanagement, and dissipation of property?
Suggested Answer: Yes.
# 1972282 v. 1
III. FACTS
The Lender and the Borrower are parties to a Promissory Note dated July 8, 2008 (the
"Note"), which Note evidences a commercial loan(the "Loan") from the Lender to the
Borrower in the original principal amount of$5,100,000.00. To secure the Loan, the Borrower
executed and delivered to the Lender's predecessor in interest a Mortgage dated July 8, 2008 (the
"Mortgage"), and an Assignment of Rents dated July 8, 2008 (the "Assignment", and together
with the Note,the Mortgage, and all other documents evidencing or collateral to the Loan,the
"Loan Documents"). Both the Mortgage and the Assignment were recorded with the
Cumberland County Recorder of Deeds on July 9, 2008. Upon the recordation and indexing of
the Mortgage,the Lender was granted a first priority mortgage lien encumbering that certain real
property located at 4900 and 4930 Woodland Drive, Enola, PA 17025 (the "Mortgaged
Premises"). Pursuant to the Mortgage, the Borrower also granted the Lender a security interest
in certain property located at and associated with the Mortgaged Premises (the "Additional
Collateral"). The Mortgaged premises is a hotel more commonly known as the Microtel Inn &
Suites.
The Borrower defaulted under the Loan Documents by, inter alia, failing to make
monthly payments of principal and interest to the Lender when due and owing. As a result of the
defaults, on November 20, 2013, the Lender filed a complaint in confession of judgment against
the Borrower, commencing the instant matter. At the time the Lender entered judgment against
the Borrower on November 20, 2013, the Borrower was indebted to the Lender in the following
amounts,pursuant to the terms of the Loan Documents:
2
#1972282 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
Note)
TOTAL $ 5,376,668.66
Pursuant to the Loan Documents, the Lender is also entitled to interest from and after November
8, 2013, and all additional costs of suit and collection costs, including, without limitation,
attorneys' fees, as authorized under the Loan Documents.
Pursuant to the Mortgage,the Lender is vested with the right to "have a receiver
appointed to take possession of all or any part of the [Mortgaged Premises], with the power to
protect and preserve the [Mortgaged Premises],to operate the [Mortgaged Premises] preceding
foreclosure or sale, and to collect the Rents from the [Mortgaged Premises] and apply the
proceeds, over and above the cost of the receivership, against the Indebtedness." (See Pl. Mot.
Ex. B at 5). Similarly, upon a default under the Assignment, Lender is also vested with the right
to appoint a receiver to take possession, operate and preserve the Mortgaged Premises together
with the right to collect all rents and to apply all proceeds therefrom to the outstanding
indebtedness due and owing to the Lender. (See Pl. Mot. Ex. C at 3). Thus, as a result of the
Borrower's defaults under the Loan Documents, the Lender is entitled to the appointment of a
receiver for the Mortgaged Premises.
The Borrower ceased making monthly payments on the Loan on December 7, 2012. The
Lender contacted the Borrower on numerous occasions regarding the payment of the Borrower's
obligations to the Lender, and the Borrower has failed to make any provisions for repayment.
No payments have been paid to the Lender for nearly a year. Irreparable injury will result to the
3
#1972282 v. 1
Lender,the Mortgaged Premises and the Additional Collateral in the absence of the appointment
of a receiver, as the Borrower has continually failed to make any payments under the Loan
Documents as and when due and owing.
Further, despite multiple requests from the Lender, the Borrower has been unable to
provide the Lender with a standard hospitality financial statement for the Mortgaged Premises
containing the following information, as required by the Note (See Pl. Mot. Ex. A at 2):
a. Account revenue and expense detail;
b. A detailed accounts payable and receivable aging schedule;
c. Bank reconciliations for the accounts related to the Mortgaged Premises;
d. Detailed balance sheets;
e. A daily reconciliation of cash and credit card receipts;
f. A detailed payroll roster;
g. A statement detailing the payment of room and occupancy taxes;
h. Details regarding the management of the Borrower's relationship with any third
party sites such as Expedia, Hotels.com, and Travelocity;
i. Schedules and budgets for capital expenditures and replacement reserves;
j. Details regarding any vendor, security and franchise controls in place with respect
to the Mortgaged Premises.
The Borrower's inability to provide information of this nature, which is commonly maintained
and produced by lodging facilities, constitutes a separate event of default under the Loan
Documents, indicates that the Borrower lacks the requisite sophistication to properly manage the
Mortgaged Premises.
Upon information and belief, the Borrower has also allowed numerous deferred
maintenance issues to accrue with respect to the Mortgaged Premises, and is not maintaining and
4
# 1972282 v. 1
refurbishing the Mortgaged Premises in such a fashion as to maximize its value. Upon
information and belief, the Borrower needs to implement a capital program to repair and replace,
among other things, the Mortgaged Premises' carpeting, bedding, and common areas.
All of the foregoing indicates that the value and profitability of the Lender's collateral
will continually decline absent the appointment of a skilled and hotel management professional
to serve as a receiver for the Mortgaged Premises. Lender proposes that Montclair Hotel
Investors, Inc. ("Montclair") be promptly appointed as the receiver for the Mortgaged Premises
for a period commencing on the date of an Order of Court appointing the receiver and ending
upon termination of such appointment by Order of Court. Montclair is an experienced hotel
management firm,that commonly manages properties such as the Mortgaged Premises, and is
fully qualified to serve as a receiver.
IV. ARGUMENT
The Court should appoint a receiver to manage and sell the Mortgaged Premises and the
Additional Collateral contained therein for two separate and independent reasons. First, the
Mortgage and related Loan Documents specifically provide for a receiver in these circumstances.
Second, even if they did not, the Court has the authority to do so under common law.
A. The Right to Receivership is Clear Under the Mortgage
The appointment of a receiver may proceed on the consent of the parties alone. See
Metro. Life Insurance Company vs. Liberty Center Venture, 650 A.2d 887 (Pa. Super. Ct. 1994);
Globe Solvents v. Nouskhaiian, 24 A.2d 687, 690 (Pa. Super. Ct. 1942). It is well established
that under Pennsylvania law"parties have the right to make their own contract, and it is not the
function of a court to rewrite it or to give it a construction in conflict with the accepted and plain
meaning of the language used." See Meeting House Lane, Ltd. v. Melso, 628 A.2d 854, 857 (Pa.
5
# 1972282 v. 1
Super. Ct. 1993);Amoco Oil Co. v. Snyder, 478 A.2d 795, 798 (Pa. 1984). Accordingly, courts
must give effect to the intent of the parties where the terms of a contract are clear. First Phila.
Realty Corp. v. Albany Say. Bank, 609 F. Supp. 207 (E.D. Pa. 1985).
In Metro. Life,supra, a mortgagee sought appointment of a receiver following an event
of default under a mortgage. See Metro. Life, 650 A.2d at 888. The Superior Court examined
the relevant mortgage, and its explicit clauses vesting in the mortgagee the right to appoint a
receiver, and determined that appointment of a receiver was appropriate. See id. at 551-52.
Accordingly, the Superior Court determined that under Pennsylvania law, a lender has the right
to the appointment of a receiver if the loan agreements provide for a receiver upon an event of
default under the loan documents. Id. at 551-52. The Court explained:
As we noted above, the terms of a mortgage agreement are binding
on the parties...We find that the terms of the mortgage clearly
provide for the appointment of a receiver in the event of a
default...Accordingly, we find that the lower court did not abuse
its discretion in enforcing the remedies under the mortgage.
Metro. Life at 551.
In the instant case, as in Metro Life, the Mortgage clearly and unambiguously contains
provisions that vest in the Lender, as mortgagee, the right to appoint a receiver following an
event of default. (See Pl. Mot. Ex. B at 5). In fact, in the instant case, an additional loan
document,the Assignment, also contains such express provisions. (See Pl. Mot. Ex. C at 3). The
holding of Metro. Life clearly controls the instant case. The appointment of a receiver is both
necessary and proper.
B. The Court has Authority to Appoint a Receiver Under Common Law.
The appointment of a receiver is a well-established equitable remedy available to courts
where the necessities of a case demand this to be done to prevent the waste or dissipation of
assets, or where there is evidence of fraud or mismanagement. The decision to appoint a receiver
is an equitable remedy that lies within the sound discretion of the court already having
6
#1972282 v. 1
r
jurisdiction over the subject matter and the parties. Abrams v. Uchitel, 806 A.2d 1, 8 (Pa. Super.
Ct. 2002). A receiver may be appointed if"it appears that the appointment is necessary to save
the property from injury or threatened loss or dissipation." The Northampton National Bank of
Easton v. Piscanio, 378 A.2d 870, 872 (Pa. 1977); Credit Alliance Corp. v. Philadelphia Minit-
Man Car Wash, Corp., 301 A.2d. 816, 818-19 (Pa. 1973). A borrower's mismanagement of
collateral alone may be sufficient to justify the appointment of a receiver. Cowan v. Plate Glass
Co., 1, 38 A. 1075 (1898). Further, Pennsylvania courts have held that a receiver"should be
imposed where it is necessary to effectuate equality and justice to all interested." Bogosian v.
Foerderer Tract Committee, Inc., 399 A.2d 408, 411 (Pa. Super. Ct. 1979) (affirming
appointment of receiver to maximize profits generated by sale of mortgaged property).
In Bosgosian,supra, the Superior Court affirmed the appointment of a receiver with
respect to a property where there was a likelihood that the receiver would obtain a better value
for the property than would be generated by a sheriff's sale. See Bosgosian, 399 A.2d at 411-13.
In Bosgosian,the court determined that there was a substantial likelihood that a receiver would
obtain a higher sales price for the mortgaged property, which would benefit all parties with an
interest therein. Id. Similarly, in this case, the interests of the Lender and the Borrower would
be best served by the appointment of a receiver rather than a sheriff's sale. The involvement of a
skilled real estate professional will increase the revenue generated by the operation and/or sale of
the Mortgaged Premises, ensuring that the Lender maximizes its recovery, while at the same time
minimizing the amount of any deficiency judgment that could be asserted against the Borrower.
Further,the appointment of a receiver will ensure that the Mortgaged Premises remain secure
and undamaged,thereby increasing its marketability and profitability.
The Pennsylvania Rules of Civil Procedure specifically provide for the appointment of a
temporary receiver if required by the circumstances of the case. See Pa. R.Civ.P. 1533(a). In
7
#1972282 v. 1
this case, the Lender seeks the appointment of a receiver to take control of and ultimately sell the
Mortgaged Premises and the Additional Collateral contained therein to ensure the adequate
protection of its mortgage and security interests and to avoid mismanagement by the Borrower.
Given that(i)the Borrower has missed numerous payments under the Loan Documents, (ii) the
Borrower is unable to provide the Lender with routine financial and operational information, as
required by the Loan Documents, (iii)the Borrower has failed to properly maintain the
Mortgaged Premises, and (iv) the appointment of a Receiver will maximize any revenue
generated by the management and/or sale of the Mortgaged Premises, the Lender asserts that
justice is best served by appointing a disinterested and impartial receiver to take control over the
operation, administration and maintenance of the Mortgaged Premises.
In this case, Lender seeks a receiver to take control of and maximize the value of the
Mortgaged Premises and preserve all related assets. The express terms of the Mortgage and the
Assignment authorize the relief sought by the Lender, and the equities of the case strongly
support the appointment of a receiver. Irreparable injury will result to the Lender and the
Mortgaged Premises in the absence of appointment of a receiver, and the interests of justice are
best served by the appointment of a receiver, as it will stop the Mortgaged Premises from
declining in value, prevent injury to the public, and maximize the return on their ultimate sale for
both the Borrower and the Lender.
8
# 1972282 v. 1
V. RELIEF
For the foregoing reasons, movant respectfully requests that this Court appoint Montclair
Hotel Investors, Inc., as a temporary receiver to take control of and ultimately sell the Mortgaged
Premises and the Additional Collateral contained therein.
Respectfully submitted,
STRADLEY RONON STEVENS & YOUNG, LLP
Dated: December 12, 2013 By: 5- o�
Gretchen M.`Santamour, (No.Esquire 41720
q � 41720)
Steven J. White, Esquire (No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103
Tel: (215) 564-8000 Fax: (215) 564-8120)
Attorneys for Plaintiff Magnolia Portfolio, LLC
9
# 1972282 v. 1
_ _ ___ 6 ___ ___.
I'
1
u
1
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
V. • NO. 13-6885 rT1 "*i r-;__
cnr" —
GURUGOVIND, LLC �=` un '
1188 Greenfield Drive • 77
Mechanicsburg, PA 17055 •
c>
c: co
•
Defendant. : =�
p RULE TO SHOW CAUSE ORDER
AND NOW this i day of L2, 2013, upon consideration of the Motion of
Plaintiff, Magnolia Portfolio, LLC, for the Appointment of a Receiver, it is hereby ORDERED
that:
1. A Rule is issued upon the Respondent to show cause as to why the Movant is not
entitled to the relief requested;
2. The Respondent shall file an answer to the Motion withinZ days of the date of
this Order; �/
3. A hearing-sr argument shall be scheduled for ,R4 03..4// a-t /, `34 ,1'ni
and
4. Notice of the entry of this order shall be provided immediately to all parties by the
Movant.
BY THE COURT:
- /0/1-.
64)5)•?/. ,A,
J.
i
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# 1972282 v. 1
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
•
c„_ a
Plaintiff,
v. •
r
r- � . cr.:CD
• NO. 13-6885
GURUGOVIND, LLC • _R
1188 Greenfield Drive :
Mechanicsburg, PA 17055 •
•
Defendant. •
CONSENT ORDER
AND NOW, this 24, day of 41-4..,41 , 2014, upon consideration Motion of Plaintiff,
Magnolia Portfolio, LLC (the"Lender"), for the Appointment of Receiver, and with the consent
of Defendant, Gurugovind, LLC, it is hereby ORDERED and DECREED that said motion is
GRANTED.
It is further ORDERED that:
1. DePalma Hotel Corporation, is hereby appointed, for the benefit and protection of
the rights and interests of the Lender, as the receiver(the"Receiver") for the property located at
4900 and 4930 Woodland Drive, Enola, PA 17025 (the"Mortgaged Premises"), as well as any
Additional Collateral (as that term is defined in the Motion) contained therein, for a period
commencing on the date of this Order and ending upon the earlier of the termination of such
appointment by a subsequent Order of Court. The Receiver shall serve without bond.
2. The Receiver shall be paid in accordance with a standard management agreement
for hotels such as the Mortgaged Premises with the Lender. In addition to other customary
terms, the management agreement shall provide that the Receiver will be paid a monthly amount
equal to four per cent of the collected room revenue from the Mortgaged Premises, plus a
2)7(5635 + 1
monthly accounting fee of$1,000.00. Notwithstanding the forgoing, in no event shall the
Receiver be entitled to collect more than $4,000.00 per month for its services.
3. The Receiver shall be appointed for the benefit and protection of the rights and
interests of the Lender.
4. The Court grants to the Receiver the power and authority usually held by
receivers in the Commonwealth of Pennsylvania necessary to accomplish the purposes of the
receivership, including, but not limited to, the following powers (collectively. "Management"):
a. all necessary powers to manage, operate, lease, market, and sell the
Mortgaged Premises and the Additional Collateral contained therein;
b. after consultation with and prior written approval of the Lender, to take
possession of the Mortgaged Premises, the Additional Collateral contained
therein, and all personalty related to the management or operation of the
Mortgaged Premises, including without limitation, all related books,
records, bank accounts, keys, combinations for locks, and other access
information;
c. after consultation with and prior written approval of the Lender, to employ
such real estate brokers, contractors, and support personnel and other
persons as may be necessary in order to carry out his/her/its duties as the
receiver;
d. to commence, prosecute(in its own name or in the name of Gurugovind,
LLC (the "Borrower")) or defend such actions at law or in equity that it
deems necessary to fulfill its duties;
e. to pay, settle, or compromise, after consultation with the Borrower and
Lender, to ensure that there is not a valid dispute as to such bill or claim,
all existing bills and claims which are or may be liens against the
Mortgaged Premises (other than the mortgages in favor of Lender on the
Mortgaged Premises which are not in dispute), or may be necessary or
desirable for the sale or operation of the Mortgaged Premises and the
Additional Collateral, from the income and rents or from the sale proceeds
of the Mortgaged Premises which are available after the Lender has been
paid in full or which the Lender consents to in writing;
2
4 2015635 ti 1
f. after consultation with and prior written approval of the Lender, to
terminate or abrogate any or all agreements, contracts, understandings or
commitments entered into by Borrower with respect to the Mortgaged
Premises, to the extent permitted by applicable law, and to make such
additional agreements and contracts necessary for the operation and
preservation of the Mortgaged Premises;
g. after consultation with and prior written approval of the Lender, to open
new accounts with, or negotiate, compromise or otherwise resolve the
Borrower's existing obligations to utility companies or other service
providers to the Borrower and, subject to the prior written consent of the
Lender, to otherwise enter into such agreements, contracts or
understandings with such utility companies or other service providers or
suppliers as are necessary to maintain,preserve and protect the Mortgaged
Premises;
h. after consultation with and prior written approval of the Lender, to make,
enforce, modify or accept a surrender of any of the leases for the
Mortgaged Premises; obtain and evict tenants or licensees; fix or modify
rents; bring or defend any suits in connection with the leases or rents in its
own name or in the name of Borrower, sue for or otherwise collect and
receive all rents, including those past due and unpaid;
subject to the availability of income and rents from the Mortgaged
Premises and the Lender's prior written consent, to make any alterations,
renovations, repairs or replacements to the Mortgaged Premises that it
deems necessary or desirable for the successful operation, marketing,
lease, management and sale of the Mortgaged Premises;
J. subject to the prior written consent of the Lender, to execute any and all
documents as may be required to list the Mortgaged Premises for sale and
thereafter sell and transfer title to the Mortgaged Premises for an amount
that it and the Lender deem advisable without further Order of this Court;
k. to keep the Mortgaged Premises and the Additional Collateral contained
therein insured (whether by existing insurance coverage or new coverage),
each of which insurance shall name the receiver and the Lender as
3
2W 5635 •✓. 1
additional insureds thereunder and shall comply, at a minimum, with the
terms of the Loan Documents (as defined in the Motion); and
1. if the written approval of the Lender cannot be obtained, upon prior
written notice to the Lender, to apply to this Court for further discretion
and for such further powers as may be necessary to enable the Receiver to
fulfill its duties.
5. The Receiver shall keep a true and accurate account of any and all receipts and
expenditures and shall, so often as the Court directs, file with the Court an inventory and
account, under oath, of any additional property or effects which it has discovered which shall
have come into its possession after its appointment, stating the balance due to it at the time of
rendering of its last account and the receipts and expenditures since that time.
6. All rents, issues, profits, revenues, income or other payments which are now or
hereafter become due with respect to all or any portion of the Mortgaged Premises whether
pursuant to oral or written agreements shall be remitted directly to the Receiver. The Receiver
may use the rents and other revenue to pay legitimate and reasonable expenses associated with
the Mortgaged Premises, including sums owed to the Receiver for its fee and the reimbursement
of its expenses, including professional fees, if any. All excess cash may be used toward payment
of the Lender's debt each month.
7. The Borrower shall, and is directed to use his best efforts to ensure a smooth
transition of the operation and management of the Mortgaged Premises and the Additional
Collateral contained therein to the Receiver.
8. Neither the Receiver nor any person or entity employed by it shall be liable to the
Borrower or any third party for any act or omission which it has undertaken in good faith.
9. The Receiver shall not be required to take any action with respect to the
Management that it does not believe, in the exercise of its best business judgment, to be in the
best interests of preserving or selling the Mortgaged Premises and the Additional Collateral
contained therein.
10. Nothing contained herein shall serve to limit the Lender's rights and remedies
under the Loan Documents (as defined in the Motion) with respect to the Mortgaged Premises.
4
"''015635 r. i
11. The Receiver is acting as an officer of the Court and not as an agent of any party
to this matter, and nothing contained herein shall be deemed to have conferred upon the Lender
the status of mortgagee-in-possession.
SO STIPULATED AND CONSENTED TO:
STRADLEY RONON STEVENS & CUNNINGHAM & CHERNICOFF, P.C.
YOUNG, LLP
'kick(
Fes,.
Gretchen M. Santamour, Esquire(No. 41720) Robert E. Che E,,'F‘ire(No. 23380)
Steven J. White, Esquire(No. 206442) Gina Lynn Lauffer, E -'1re(No. 313863)
2005 Market Street, Suite 2600 P.O. Box 60457
Philadelphia, PA 19103-7018 Harrisburg, PA 17106-0457
Tel: (215) 564-8000 Fax: (215) 564-8120 Tel: (717) 238-6570 Fax: (717) 238-4809
Attorneys for Plaintiff Attorneys for Defendants
Dated: r J i i j a.o 1 t-f Dated:
3y -et^ Ciu.f/
4 /0/4- if? ir
Co es Ma Acct.
n447 i.94-ty s. wt,
//a.///1/
5
20156+5 \.
• 3
11. The Receiver is acting as an officer of the Court and not as an agent of any party
to this matter, and nothing contained herein shall be deemed to have conferred upon the Lender
the status of mortgagee-in-possession.
SO STIPULATED AND CONSENTED TO:
STRADLEY RONON STEVENS & CUNNINGHAM & CHERNICOFF, P.C.
YOUNG, LLP
Gretchen M. Santamour, Esquire (No. 41720) Robert E. Che �'' E,4(ire (No. 23380)
Steven J. White, Esquire(No. 206442) Gina Lynn Lauffer, E •ire(No. 313863)
2005 Market Street, Suite 2600 P.O. Box 60457
Philadelphia, PA 19103-7018 Harrisburg, PA 17106-0457
Tel: (215) 564-8000 Fax: (215) 564-8120 Tel: (717) 238-6570 Fax: (717) 238-4809
Attorneys for Plaintiff Attorneys for Defendants
Dated: Dated:
5
#2015635 v. 1