HomeMy WebLinkAbout13-6889 Tai A?v
STRADLEY RONON STEVENS &YOUNG, LLP
Gretchen M. Santamour(ID No. 41720) '`�= i :w` !` U.
Steven J. White, Esquire(ID No. 206442) '_' " ". l (,}F Y
2600 One Commerce Square PENNSYLVANIA
Philadelphia, PA 19103 Attorneys for Defendant, Shree
Tel. (215) 564-8000 Gurudev, Inc.
Fax (215) 564-8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
•
Newport Beach, CA 92660 • CIVIL ACTION
•
Plaintiff, • TERM
v. NO. 13 47 889 a`V[l ter i
•
SHREE GURUDEV, INC.
•
1188 Greenfield Drive
Mechanicsburg, PA 17055
•
Defendant.
ENTRY OF APPEARANCE AND CONFESSION OF JUDGMENT
PURSUANT TO PA RULE CIV. PRO. 2955(a)
Pursuant to the authority contained in warrant of attorney set forth in the that certain
Commercial Guaranty (the "Guaranty") executed by Shree Gurudev, Inc. (the "Defendant") on
July 8, 2008, a copy of which is attached to the Complaint for Confession of Judgment filed in
this action (the "Complaint"), I appear for the Defendant and confess judgment in favor of the
Plaintiff, Magnolia Portfolio, LLC, and against the Defendant in the amount of $547,673.39,
calculated as of November 8, 2013, comprised as follows:
4.4to-00 PD A""
p_* 031150
ktice Isla i(ecI
BUSINESS# 1970618 v.1
Principal $ 471,954.67
Interest (as of 11/8/2013) $ 22,685.18
Late Charge Fee $ 3,569.55
Attorney's Fees (10% of Unpaid Principal $ 49,463.99
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 547,673.39
together with interest, from and after November 8, 2013, at the per diem rate of$42.61, and all
costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as
authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG,LLP
Novemberl4C, 2013 By: 6 ( ti
Gretchen Santamour, Esquire
Steven J. White, Esquire
2600 One Commerce Square
Philadelphia, PA 19103
Tel. (215) 564-8000
Fax (215) 564-8120
Attorneys for Defendant, Shree Gurudev, Inc.
pursuant to the Warrant of Attorney contained in
the Commercial Guaranty
- 2 -
BUSINESS#1970618 v.1
f �
STRADLEY RONON STEVENS &YOUNG, LLP
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire(ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia
Tel. (215) 564-8000 Portfolio, LLC
Fax (215) 564-8120
MAGNOLIA PORTFOLIO, LLC, • CUMBERLAND COUNTY
as Assignee of Orrstown Bank • COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550 •
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
v. •
•
SHREE GURUDEV, INC. • NO. / q % , ` - e�M
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
COMPLAINT FOR CONFESSION OF JUDGMENT
Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank,by
and through its attorneys, Stradley Ronon Stevens &Young, LLP,brings this complaint for
confession of judgment, and in support thereof, avers that:
PARTIES
1. Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown
Bank("Magnolia" or"Lender"), is a Delaware limited liability company with its principal place
of business of 4675 Macarthur Court, Suite 1550, Newport Beach, California 92660.
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank
assigned all of its right, title and interest in the Loan Documents (as herein defined) to Magnolia.
True and correct copies of the assignment agreements are attached hereto as Exhibit A and
incorporated herein by reference. See also, Affidavits of Brian Sosner, attached hereto and
incorporated herein by reference.
BUSINESS#1970618 v.1
3. Defendant, Shree Gurudev, Inc. ("Guarantor") is a Pennsylvania
corporation with an address of 1188 Greenfield Drive, Mechanicsburg, PA 17055.
BACKGROUND
4. On or about July 8, 2008, the Lender extended a business loan to
Gurugovind, LLC, a Pennsylvania limited liability company("Gurugovind") in the principal
amount of$640,000.00 (the"Loan").
5. The Loan is evidenced by, inter alia, that certain Promissory Note dated
July 8, 2008, in the original principal amount of$640,000.00 (the"Note"), executed and
delivered from Gurugovind to Lender. A true and correct copy of the Note is attached hereto as
Exhibit B and incorporated by reference herein.
6. Gurugovind's obligations to Magnolia under the Note are secured by, inter
alia, that certain Commercial Guaranty dated July 8, 2008, executed by Guarantor in favor of the
Lender(the"Guaranty", and together with the Note and all other documents evidencing or
collateral to the Loans, the"Loan Documents"). Pursuant to the term of the Guaranty, the
Guarantor absolutely and unconditionally guaranteed the full and punctual payment and
performance of all of Gurugovind's obligations under the Note and the other Loan Documents.
A true and correct copy of the Guaranty is attached hereto as Exhibit C and incorporated by
reference herein.
7. Magnolia has not assigned the Loan Documents to any third party, and
Magnolia remains the current "holder" of the Loan Documents.
THE DEFAULTS
8. Magnolia incorporates by reference the averments in Paragraphs 1 through
7 of this complaint as if set forth at length herein.
- 2 -
BUSINESS# 1970618 v.1
9. Gurugovind is in default of its obligations under the Note by virtue of,
inter alia, its failure to make payment when due of amounts payable to Magnolia under the Note
and related Loan Documents.
10. The Guarantor is in default of its obligations under the Guaranty by virtue
of its failure to repay the outstanding balance due to Magnolia under the Note.
11. As a result of the defaults, the following amounts, computed as of
November 8, 2013, are immediately due and payable from Guarantor to the Lender under the
Guaranty:
Principal $ 471,954.67
Interest (as of 11/8/2013) $ 22,685.18
Late Charge Fee $ 3,569.55
Attorney's Fees (10% of Unpaid Principal $ 49,463.99
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 547,673.39
Pursuant to the Loan Documents, Magnolia is also entitled to interest from and after November
8, 2013, at the per diem rate of$42.61, and all additional costs of suit and collection costs,
including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty.
12. The Guaranty contains a warrant of attorney that authorizes the Lender to
confess judgment against the Guarantor upon or after its default.
CONFESSION OF JUDGMENT
13. Magnolia seeks to confess judgment against the Guarantor under the
Guaranty, as authorized by the warrant of attorney contained in the Guaranty and executed by the
Guarantor.
- 3 -
BUSINESS#1970618 v.1
14. Judgment has not been entered against the Guarantor in any jurisdiction on
the warrant of attorney contained in the Guaranty.
15. Judgment is not being entered against any natural person in connection
with a consumer transaction.
16. The Guaranty, which contains the warrant of attorney, is less than twenty
years old.
17. An Affidavit of Default and Assessment of Damages is attached hereto
and incorporated as if set forth fully herein.
18. The notice provisions of 41 P.S. § 101 et seq. ("Act 6") are inapplicable to
this action because the Lender is not accelerating the maturity of a residential mortgage.
19. Similarly, the provisions of 35 P.S. § 1680.403(c) ("Act 91") are not
applicable to this action because, among other things, the Guaranty is not secured by the
principal residence of the Guarantor.
- 4 -
BUSINESS# 1970618 v.1
WHEREFORE, Plaintiff, Magnolia Portfolio, LLC, respectfully requests the entry
of judgment in its favor and against Defendant, Shree Gurudev, Inc., in the amount of
$547,673.39, together with interest, from and after November 8, 2013, at the per diem rate of
$42.61, and all costs of suit and collection costs, including, without limitation, reasonable
attorneys' fees, as authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
November{ 2013 By: // "
Gretchen Santamour, Esquire
Steven J. White, Esquire
2600 One Commerce Square
Philadelphia, PA 19103
Tel. (215) 564-8000
Fax (215) 564-8120
Attorneys for Plaintiff Magnolia Portfolio, LLC
- 5 -
BUSINESS#i 1970618 v.1
EXHIBIT A
BUSINESS#1970618 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$640,000.00 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 2Q, 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.
O,RRSTOWN BANK,a Pennsylvania banking.
ry.. ....r_
corporation
By:
Name: Zachary M. Flynn
Title: SVP,SAG rector
Special Assets Group.
Orrstown Bank Offering# 121210
Pool# 100
Reference#89002
CERTIFIED PROPERTY IDENTIFICA3ION VONBERS
3B-07-0450-074 - SILVER SPRING
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)2360007
Cumberland County,,State of Pennsylvania
Tax Map No.or Tax Parcel Identification No.:38-07-0459-074'
I certify that the precise address of the Assignee is c/o Sahal Financial Group,L.P.,4675 MacArthur:;
Court,."Suite 1550,Newport Beach,CA:92660
Nic Hone:
ASSIGNMENT OF MORTGAGE
KNOW ALL MEN BY THESE PRESENTS:
THAT, Orratown 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 clo 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:2510.145
Loan Name:GURUGOVIND LLC
Loan ReE:264758$9002
Open-End Mortgage and Security Agreement dated July 8, 2008, executed by
Hari-Ram, Inc., the grantor,to Orrstown Bank,the Lender,recorded on July 9,
2008,as Instrument Number 200823387 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 WITHO'(JT RECOURSE, REPRESENTATION OR
WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
AMO Re.:2510.145
Loan Name:GURUGOVIND LLC
Lean Re£:26475S89002
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this 1_ day of
February,2013.
ASSIGNOR
ORRSTOWN BANK,a Pennsylvania banking corporation
By: Magnolia Portfoli• LLC,a Delaware limited liability
company,it- i
By:
Name: It Patterson Jackson
Title: Authorized Signat ry
'..dr at..i az f 'f 0 l � Jr ail
e r,r L 0> of ('301 2413
ACKNOWLEDGMENT h-u tr .r ..ar:
.20t 30 3267 3
STATE OF CALIFORNIA )
) SS:
COUNTY OF ORANGE )'
On this day of February, 2013, before me person': appeared R. Patterson Jackson, as.
Authorized Signatory for Magnolia Portfolio, LLC, a De • ,are limited liability company, Attorney-in-
Fact for Orrstown Bank.a Pennsylvania banking co r., lion,known to me or proved to me on the basis:
of satisfactory evidence to be the persons who uted the foregoing instrument,and they thereupon
duly acknowledged to me that they executed • - same to be their free act and deed.
WITNESS my hand and official seal,
My commission expires: Name of Notary:
C.:1-0‘-st-s- fc:::V..\\--- --l'Agt._
Akto Ref.:2510.145
Loan Nainc:GURUGOVIND LLC
Loan Ref.:26475889002
State of California )
County of Orange )
On February r) 2013,before me,Lynn Mattson, Notary Public,personally appeared
R. Patterson Jacks. , ho 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.
WI`LNESS.my hand and official seal.
�. ., LYNN MATTSON
�.k Cnmmission 9 1930475
<1°CJ'9i Notary Public•-Calilornu
z � Orange County
(SEAL) 3_:-.2::-...�M�Comm.E ira tt 2t,2015
Publl S'gna ure
ROBERT P. ZIEGLER
•
.
RECORDER OF DEEDS 4;b*Kya
CUMBERLAND COUNTY .
1 COURTHOUSE SQUARE ;Y`: .g°`_• -. ° �._— 'F 4,
CARLISLE PA 17013 1 ,~ - . ± s,
717-240-6370 ' -,Ti,T ? ° ;: -,4i ,
.,
Instrument Number-201305644
Recorded On 2/20/2013 At 11:11:37 AM Total Pages-5
*Inatnnnent Type-ASSIGNMENT OF MORTGAGE
Invoice Number- I29767 User ID-BMM
'Mortgagor-HARI-RAM,INC
*Mortgagee-MAGNOLIA PORTFOLIO LLC
'Customer-SIMPLIFILE LC E-RECORDING
"FEES
STATE WRIT ;TAX $0.50 Certification Page
STATE JCS/ACCESS TO $23-50
JUSTICE DO NOT DETACH
RECORD/NGf ;FEES $11.50
RECORDER OF:DEEDS
PARCEL CERTIFICATION $10.00 This page is now part
FEES of this legal document.
CCUNTT ARCHIVES FEE $2.00
ROD ARCHIVES FEE $3.00
TOTAL PAID $50.50
I Certify this to be recorded
in Cumberland County PA
CIF_';-aI,
,ti`• RECORDER OF DEEDS
Information denoted by an minim k may change during
tht vtrtfirailon process and may not be reflected as this page.
•
Inst. # 201305650 - Page 1 of 5
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
10-14-0840-040 - HAMPDEN TP
CCGIS REGISTRY 02/20/2013 BY TB
I '
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 Ba zellone
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.:2510.145AP1
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889002
inst. # 201305650 - Page 2 of 5
Open-End 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 200823385 in the Official Records of
Cumberland County, State of Pennsylvania ("Recorder's Office"), as the same
may have been assigned, amended, supplemented, restated or modified (the
"Mortgage").
The Mortgage covers the property described therein,less and except any portion of the property
previously released and/or reconveyed.
TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO,
LLC,ITS SUCCESSORS AND ASSIGNS.
THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR.
[REMAINDER OP PAGE INTENTIONALLY LEFT BLANK]
AMO Ref.:2510.145AP1
Loan Name:GURUGOVIND LLC
Loan Ref:26475889002
1
Inst. # 201305650 - Page 3 of 5
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this Q._ day of
February,2013.
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking corporation
By: Magnolia Portfolio,LLC,a Delaware limited liability
company,its - -F.ct
By:y'
N
46.
ame: R.Patterson Jackson
Title: Authorized Signatory
PaiNi f.�(Y4'`�`� rL rp rf ed Pow&cc
At-4-oene- 9-Goailed,ran p1 o 43
ACKNOWLEDGMENT as - moose_
teumenf���
STATE OF CALIFORNIA ) aO 6637NO3
SS:
COUNTY OF ORANGE )
On this day of February, 2013, before me personally appeared R. tters� on Jackson, as
Authorized Signatory for Magnolia Portfolio,LLC, a Delaware limited Zia ' ' company, Attorney-in-
Fact for Orrstown Bank,a Pennsylvania banking corporation,known to a or proved to me on the basis
of satisfactory evidence to be the persons who executed the fore„ g instrument, and they thereupon
duly acknowledged to me that they executed the same to be the' ee act and deed.
WITNESS my hand and official seal.
My commission expires: .me of Notary:
AMO Ref.:2510.145AP1
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889002
• Inst. # 201305650 - Page 4 of 5
State of California )
County of Orange )
On February G x`013,before me, Lynn Mattson,Notary Public,personally appeared
R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. •
+ LYNN MATTSON
ommission#1930475
' Notary Pubfo-California
(SEAL) ` 7. Orange County a
otaly Publi Signature My Comm.Ex Tres Mar 27,2015
•
Ij
Inst. # 201305650 - Page 5 of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY ,:
1 COURTHOUSE SQUARE `'`<?_ �` ►':'
cx • , ^u• fat :.
CARLISLE, PA 17013 .6 b 'v•
717-240-6370 ` Y•
3
Instrument Number-201305650
Recorded On 2/20/2013 At 11:39:28 AM *Total Pages-5
*Instrument Type-ASSIGNMENT OF MORTGAGE
Invoice Number- 129774 User ID-BMM
*Mortgagor-GURUGOVIND LLC
*Mortgagee-MAGNOLIA PORTFOLIO LLC
*Customer-SIMPLIFILE LC E-RECORDING
{ *FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS/ACCESS TO $23.50
JUSTICE DO NOT DETACH
RECORDING FEES — $11.50
RECORDER OF DEEDS
PARCEL CERTIFICATION $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
ii
I Certify this to be recorded
in Cumberland County PA
clime
�-1 RECORDER OF DEEDS
1760/
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page,
'1
•
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 of February,2013
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO,LI.C,a Delaware
limited liability ompan , Attorney-in-Fact
f)By: �.
Name: R.Patterson Jac -•n
Title: Authorized Signatory
MAO Ref.: 2510.145
Loan Name: GURUCOVINU LLC
Loan Ref.:2605889002'
EXHIBIT"A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
That certain loan dated July 8, 2008, in the stated original principal amount of$640,000.00,
executed by Gurugovind, LLC to Orrstown Bank, which is secured by properties located in
Cumberland County,State of Pennsylvania.
AMO Rct:: 2310.145
Lunn Name: GtJRUGOVIND 1.I.(
Loan Ref:26475889002
•
EXHIBIT B
BUSINESS#1970618 v.1
, _
0 6
PROMISSORY NOTE
,.......
-,
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..aw:.r:::::��..,....... �_:.....,..a, rr. ._ :.� .. e..::....n.:..xieR.i..�!If.-:-...<...ss- ..... .. s...'�". ++.x.....R. I!• li4KJi
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.e....... :.; ;. l;aeny n....:.�. ...:::.........,..... ................z...aa...w:::-r:c: wy,..,. \•e........;........�.....am•...,-..y::n;...:::::•a?x .. ..;.+:3i;...;3.....:i:..;�r.::fa»r:....nn...
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... . ..v. .........?,..:v., T. ...,.......a...e.. .......,. v.::::Nrv'a::•i+::ii•• :??::?a::sG._ �
fR�" �yy.._ .. - .,�.��y,�x.�-r v,�:h.:: n�::::..^nr:::ev::.,.:.. ry �.. - � u.o?v+$^��:iSa'v' ;.yi{.p+,....;:.y.• x',�':r?V'^.n%'ak:�.
: ::AS� x:•.W.��.. ::����!'.SJ�c .. ..........:». _ '-iR'.?:<?v a,.. 9•�..:::v. �x<1.:_:.a°•.)S`-J+"'&:39:iri!;:.....
�..::+:..x.-+.+...:mar:::)a ,p ��$$ Jn� ...a:...:» �••����;.��yy1�j}''��;{�,�
' � T .._ •.+ .. ..!!F'�...4L_..a�.S4R . < :�'i k......,.. _.__.. ..._..m...m..•..aw..*.»�X+.i�T:�3P•ti{:3F.'i�'�........_ ...
References in the boxes above are for Lender's use only and do not limit the applicability of this docurisent to any particular loan or item.
Any item above containing" has been omitted due to text length limitations.
Borrower: Gurugovind,11C Lender: ORRSTOWN BANK
1188 Greenfield Drive SEVEN GABLES OFFICE
Mechanicsburg,PA 17055 77 EAST KING STREET
POBOX250
SHIPPENSBURG,PA 17257
Principal Amount: $640,000.00 Initial Rate: 6.250% Date of Note: July 8, 2008
Maturity Date: July 8,2019
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 Six Hundred Forty Thousand&00/100 Dollars($640,000.00)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 $7,216.11 each, beginning August 8, 2009, with
interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 71 monthly consecutive principal and interest
payments in the initial amount of$6,959.15 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$6,959.24 on July 8, 2019, 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 than 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 cccur 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. 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
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.
PROMISSORY NOTE • •
Loan No: 26475889002 (Continued) Page 2
False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrowers 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.
LENOER'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.
OISHONOREO 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 ail 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 (8) 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.
OVERORAFT 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). .
PROMISSORY NOTE 4
Loan No: 26475889002 (Continued) Page 3
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 ($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:
GURUGOV .',LLC
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EXHIBIT C
BUSINESS#1970618 v.1
*COMMERCIAL GUARANTY*
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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
Guarantor: Shree Gurudev,Inc.
1188 Greenfield Drive
Mechanicsburg,PA 17055
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees
full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's
obligations under the Note and the Related Documents. This Is a guaranty of payment and performance and not of collection, so Lender can
enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the
indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make
any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or
deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word"Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys'fees, arising from any and all debts,liabilities and obligations that Borrower Individually or collectively or interchangeably with others,
owes or will owe Lender under the Note and Related Documents and any renewals,extensions, modifications, refinancings, consolidations and
substitutions of the Note and Related Documents.
If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,Lender's rights under all guaranties
shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary) affect or invalidate any such other guaranties.
Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
CONTINUING GUARANTY. THiS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT
THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE
LINE OF CREDIT IS FULLY SATISFIED,PERFORMED AND TERMINATED.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any
notice to Guarantor or to Borrower,and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and
all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any
other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or
more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the
original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties,endorsers, or other guarantors on any terms or in any manner
Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to
apply such security and direct the order or manner of sale thereof,including without limitation,any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust,as Lender in its discretion may determine; (G) to sell,transfer, assign or grant participations in
all or any part of the indebtedness; and (H) to assign or transfer this Guaranty In whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty;
(D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not,without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets,or any Interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or
threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this
Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by
Lender In the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending
money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety,endorser, or other guarantor In connection with the indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,including Borrower or any other guarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time,and place of any public or private sale of personal property security held by Lender from Borrower or to comply with
any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) to commit any
COMMERCIAL GUARANTY •
Loan No: 26475889002 . (Continued) Page 2
act or omission of any kind,or at any time, with respect to any matter whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to,any rights or
defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any
action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action,
either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of
Borrower,of any other guarantor,or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower,
whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand. recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower,the Guarantor,or both.
GUARANTOR'S UNDERSTANOING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is
made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances, the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be
effective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open in the future. However, this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be
prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds if there Is a default, and Lender
may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors,by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment in
legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees,and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments, This Guaranty,together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay
someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses
Include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Guarantor also shall pay all court Costs and such additional fees as may be directed by the
court.
Caption Headings. Caption headings In this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to Interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
claims,damages,and costs (including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties,representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor"
respectively shall mean all and any one or more of them. The words"Guarantor," "Borrower," and"Lender"include the heirs,successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced,that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations, partnerships,limited liability companies,or similar entities, it is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers,directors, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and
shall be effective when actually delivered, when actually received by telefacsimile(unless otherwise required by law), when deposited with
a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail
COMMERCIAL GUARANTY
Loan No: 26475888002 (Continued) Page 3
postage prepaid,directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under
this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address.
For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by
applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all
Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between
Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal
representatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural,and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Gurugovind, LLC and includes;all'cosigners and co-makers signing the Note and all their
successors and assigns. `
Guarantor. The word "Guarantor" means everyone signing thisGuara'nty, including'without'limitation Shree Gurudev, Inc., and in each
case,any signer's successors and assigns. ; '
Guaranty. The word"Guaranty"means this guaranty from Guarantot to Lender.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described In this Guaranty.
Lender. The word"Lender' means ORRSTOWN BANK,its successors and assigns.
Note. The word "Note" means the promissory note dated July 8, 2008,in the original principal amount of$840,000.00 from Borrower to
Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the
promissory note or agreement.
Related Documents. The words "Related Documents° mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JULY 8,2008.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
SHREE GU•,DEV,INC.
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..in K. Pat %?'-sident of Shree Gurudev,Inc. a K. P a, Secrete of Shree Gurudev,
Inc.
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an()) •atel, •perations Director
o Shree
Gurudev,Inc.
•
COMMERCIAL GUARANTY •
Loan No: 26475889002 (Continued) Page 4
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
SS
COUNTY OF , tn
On this,the e"( I \ day of , 20 , before me G1;u621, 0/(A.4
11
, the undersigned Nota Public, personally appeared Navin K. Patel, President of Shree Gurudev, Inc.;
Laxmikant K. Patel, Secretary of Shree Gurudev, Inc.; and Manoj K. Patel, Operations Director of Siree Gurudev, Inc., who acknowledged
themselves to be the President of Shree Gurudev, Inc.; Secretary of Shree Gurudev, Inc.; and Operations Director of Shree Gurudev, Inc., of a
corporation, and that they as such President of Shree Gurudev, Inc.; Secretary of Shree Gurudev, Inc.; and Operations Director of Shree
Gurudev, Inc., being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the
corporation by themselves as President of Shree Gurudev, Inc.; Secretary of Shree Gurudev, Inc.; and Operations Director of Shree Gurudev,
Inc.. r�
In witness whereof,I hereunto set my hand and official seal.
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL
MICHELLE ELLIOTT NOTARY PUBLIC Notary Public in and for the State of 610/ _
DERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE 9,2011
LA4E5 P110 toning,Var.5.4.00.003 COV.MUta,Q Annal.1 SOlnbm.Ina.1097.2006. All AVMs Aaaara.d. •PA aACFlLLPI.1E20.PC TA•20107 Pll
A
LE'-i. 1,. i ICE
STRADLEY RONON STEVENS & YOUNG, LLP THE HO .H0 1U ! . '
Gretchen M. Santamour(ID No. 41720)
2313 NOV A1111: 5:3
Steven J. White, Esquire (ID No. 206442) 20
2600 One Commerce Square ..CUMBERLAND COUNTY
Philadelphia, PA 19103 Attorneys forMitfY, iia
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 - IP 1 p
QkVli
•
SHREE GURUDEV, INC.
•
1188 Greenfield Drive
•
Mechanicsburg, PA 17055
Defendant.
PRAECIPE FOR ENTRY OF JUDGMENT BY CONFESSION
TO THE PROTHONOTARY:
Kindly enter judgment by confession in the above-titled action and assess damages in
favor of Plaintiff, Magnolia Portfolio, LLC, and against the Defendant, Shree Gurudev, Inc., in
the amount of$547,673.39, together with interest, from and after November 8, 2013, at the per
diem rate of $42.61, and all costs of suit and collection costs, including, without limitation,
reasonable attorneys' fees, as authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
November t(i, 2013 By: 3 ,/ .}kJv•
Steven J. White, Esquire
Attorneys for Plaintiff, Magnolia Portfolio, LLC
BUSINESS# 1970618 v.1
_ LE.}—O �FlOE
d H! HO I HONOTAi: a
STRADLEY RONON STEVENS &YOUNG, LLP
2Gi3 NOV 20 APB ! ,
Gretchen M. Santamour(ID No. 41720)
Steven J. White,Esquire (ID No. 206442) CUMBERLAND C O U N i Y
2600 One Commerce Square PENNSYLVANIA
Philadelphia,PA 19103 Attorneys for Plaintiff, Magnolia
Tel. (215) 564-8000 Portfolio, LLC
Fax (215) 564-8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550 •
Newport Beach, CA 92660 CIVIL ACTION
•
Plaintiff, • TERM
• NO. Zvi 1��
SHREE GURUDEV, INC. ••
1188 Greenfield Drive ••
Mechanicsburg,PA 17055 ••
Defendant.
AFFIDAVIT OF ADDRESS AND NON-MILITARY SERVICE
I,Brian Sosner, being first duly sworn according to law,depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ("Magnolia").
2. On or about December 20,2012 and February 12,2013, Orrstown Bank assigned
all of its right,title and interest in the Loan Documents(as defined in the Complaint)to
Magnolia.
3. I am authorized to make this Affidavit of Address and Non-Military Service on
behalf of Magnolia.
4. The last known address of the Defendant, Shree Gurudev,Inc., is 1188 Greenfield
Drive, Mechanicsburg,PA 17055.
5. The Defendant is not an individual and is not subject to the provisions of the
Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto.
BUSINESS#1970618 v.1
6. The address of Magnolia is 4675 Macarthur ourt, Suite 1550,Newport Beach,
California 92660. 1 I 0/'
Brian Sosner,Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff,Magnolia
Portfolio,LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS /I
DAY OF NOVEMBER, 2013
14,,Ga7.1",vt__ 12 ‘,//k
Notary Public /
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
My Commission Expires Apr 29,201
-2-
BUSINESS#1970618 v.1
7"A ED-!3;FFIC
THE F ;01 H0"ltd t; ':
STRADLEY RONON STEVENS &YOUNG, LLP
Gretchen M. Santamour(ID No. 41720) 2613 NOV 20 AM I I: 53
Steven J. White, Esquire(ID No. 206442) #1M B L [ COUNTY
2600 One Commerce Square PENNSYLVANIA
Philadelphia,PA 19103 Attorneys for Plaintiff, Magnolia
Tel. (215) 564-8000 Portfolio, LLC
Fax(215) 564-8120
MAGNOLIA PORTFOLIO, LLC, • CUMBERLAND COUNTY
as Assignee of Orrstown Bank • COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
•
Newport Beach, CA 92660 CIVIL ACTION
•
Plaintiff, • TERM
v. •
• NO. 13 - (U;i* v t(
•
SHREE GURUDEV, INC.
•
1188 Greenfield Drive
•
Mechanicsburg, PA 17055
•
Defendant.
AFFIDAVIT OF NON-RETAIL SALES CONTRACT
AND NON-CONSUMER CREDIT TRANSACTION
I, Brian Sosner,being first duly sworn according to law, depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio,LLC, successor by assignment to Orrstown Bank("Magnolia").
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned
all of its right,title and interest in the Loan Documents(as defined in the Complaint)to
Magnolia.
3. I am authorized to make this Affidavit of Non-Retail Sales Contract and Non-
Consumer Credit Transaction on behalf of Magnolia.
4. The transactions represented by the instruments attached to the Complaint in
Confession of Judgment filed in this matter were business transactions, and were not entered into
for personal, family or household purposes.
BUSINESS#1970618 v.1
5. The Guaranty,pursuant to which Magnolia seeks to confess judgment against the
Defendant, is not a retail sales contract or a retail installment contract.
6. Additionally, the judgment herein is not being entered by confession against any
natural person in connection with a consumer credit tra_. ;on.
Bri. •sner, Asset Manager of Sabal Financial
Group,LP,servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS //
D•• OF NOVEM:ER, 2013
las �4..4 A.
Notary Public
-2-
BUSINESS#1970618 v.1
, ,
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire(ID No. 206442) 2013 NOV 20 AM 11; 53
2600 One Commerce Square
Philadelphia,PA 19103 Attorneys for Plq�. ;•�t►t0f i AMA
Y
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 - (D:0•9 (- k R
SHREE GURUDEV, INC. ••
1188 Greenfield Drive
Mechanicsburg,PA 17055 •
Defendant. •
AFFIDAVIT OF DEFAULT AND ASSESSMENT OF DAMAGES
AND VERIFICATION OF ALLEGATIONS IN COMPLAINT
I,Brian Sosner,being first duly sworn according to law,depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank("Magnolia").
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned
all of its right,title and interest in the Loan Documents (as defined in the Complaint)to
Magnolia.
3. I am authorized to make this Affidavit of Default and Assessment of Damages on
behalf of Magnolia.
4. The instruments attached as Exhibits (the"Instruments")to the Complaint in
Confession of Judgment(the"Complaint") filed in this matter are true and correct copies of the
original Instruments.
BUSINESS#1970618 v
, {e
5. The Defendant, Shree Gurudev, Inc. (the"Defendant"), is in default of its
obligations under the Guaranty, as more fully set forth in the Complaint.
6. By reason of the Defendant's default under the Guaranty,as of November 8,
2013,there was due and owing to the Bank the amount of$547,673.39, comprised as follows:
Principal $ 471,954.67
Interest (as of 11/8/2013) $ 22,685.18
Late Charge Fee $ 3,569.55
Attorney's Fees(10%of Unpaid Principal $ 49,463.99
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 547,673.39
together with interest from and after November 8,2013, at the per diem rate of$42.62, and all
additional costs of suit and collection costs, including,without limitation, reasonable attorneys'
fees, as authorized under the Guaranty.
7. The allegations in the Complaint are true .i..•'correct to the best of my knowledge,
information and belief.
/ /
Brian Sosner,Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio,LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS /1
DA OF OVEM:ER, 2013
lu
■Av.
Notary Public
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
BUSINESS 1 1970618 v.1
My Commission Expires Apr 29.2017
I.
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.
0
✓1
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
Dated: November 1 ( , 2013
BUSINESS#1970618 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- (00 tITE
•
•
SHREE GURUDEV, INC.
•
1188 Greenfield Drive
•
Mechanicsburg, PA 17055
•
Defendant.
JUDGMENT BY CONFESSION
AND NOW, this aQ*day of KW 2013, a Complaint for Confession of Judgment
having been filed and an Affidavit as to the amount due having been filed; JUDGMENT IS
HEREBY ENTERED in favor of Plaintiff, Magnolia Portfolio, LLC, and against Defendant,
Shree Gurudev, Inc., in the amount of $547,673.39, together with interest, from and after
November 8, 2013, at the per diem rate of $42.61, and all costs of suit and collection costs,
including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty.
A
PRI ONfIT
BUSINESS#1970618 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 - Iv" NI I 'env)
SHREE GURUDEV, INC. •
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant. •
236 NOTICE
TO: SHREE GURUDEV, INC.
1188 Greenfield Drive
Mechanicsburg, PA 17055
Notice is hereby given that a judgment by confession in the above-captioned
matter has been entered against you.
'Ct.)" 444111P
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# 1970618 v.1
v
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 PLE=1S -7"
4675 Macarthur Court, Suite 1550 "0 c ;; '1°"
Newport Beach, CA 92660 ;�'-- .. w.
CIVIL ACTION z-�- ro
Plaintiff, r' ,
—,-
V. . �L) 7 c,'=`''`
_sue
SHREE GURUDEV, INC. NO. 13-6889 p' 4 c.n -`
1188 Greenfield Drive : ---\ cr �„r.
Mechanicsburg, PA 17055 .
•
Defendant. .
AFFIDAVIT OF SERVICE OF NOTICE UNDER RULE 2958.1 OF JUDGMENT AND
EXECUTION THEREON
•
COMMONWEALTH OF PENNSYLVANIA .
ss.•
•
COUNTY OF PHILADELPHIA .
I, Steven J. White, being duly sworn according to law,hereby depose and say:
1. I am an attorney licensed to practice in the Commonwealth of Pennsylvania.
2. I am an associate with the law firm of Stradley, Ronon, Stevens & Young, LLP,
which represents the plaintiff,Magnolia Portfolio,LLC, in the above-captioned matter.
3. On January 29, 2014, I served a Notice Under Rule 2958.1 of Judgment and
Execution Thereon on Shree Gurudev, Inc., as defendant, pursuant to Pa. R.C.P 403, 2958.1 and 2964, at
the following address via regular and certified mail, as evidenced by the signed U.S. Postal Domestic
Return Receipt attached hereto:
Shree Gurudev, Inc.
1188 Greenfield Drive
Mechanicsburg, PA 17055
SWORN TO AND SUB RIBED s C'
BEF•RE ME THIS// Y OF Steven J.0White, Esq.
F 'UARY, .014
,a4 ,id.. Z ' ii._/,/1/A
NOTARY PU:Y�C
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL. BUSINESS#2029916 v.1
DENNIS M.JACKSON,Notary Pubjio
City of Philadelphia,Phila.County
My Commission Expires June 8,2017
STRADLEY Stradley Ronon Stevens&Young,LLP
2600 One Commerce Square
r041R0NON Philadelphia,PA 19103-7098
Telephone 219103-8000
Fax 215.564.8120
NM, AT LAW
www.stradley.com
Steven J.White,Esq.
swhite @stradley.com
215.564.8161
January 15, 2014
SECOND ATTEMPT
VIA CERTIFIED MAIL AND U.S. MAIL
Shree Gurudev, Inc.
1188 Greenfield Drive
Mechanicsburg, PA 17055
Re: Magnolia Portfolio, LLC v. Shree Gurudev,Inc., Cumberland
County Court of Common Pleas No. 13-6889
To Whom It May Concern:
Please find enclosed (1) a Notice Under Rule 2958.1 of Judgment and Execution
Thereon with respect to the above-referenced matter, and (2) a courtesy copy of the Complaint
for Confession of Judgment filed by Magnolia Portfolio, LLC, against you in the Cumberland
County Court of Common Pleas.
Sincerely,
w
Steven J. White
SJW
Enclosures
cc: Gretchen Santamour, Esquire
Robert E. Chernicoff, Esquire
Gina L. Lauffer, Esquire
Philadelphia,PA • Malvern,PA • Harrisburg,PA•Wilmington,DE • Cherry Hill,NJ • Washington,DC
A Pennsylvania Limited liability Partnership
"^T
111 MERITAS LAW FIRMS WORLDWIDE
BUSINESS 4 2014445 v.1
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire(ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia
Tel. (215) 564-8000 Portfolio, LLC
Fax (215) 564-8120
MAGNOLIA PORTFOLIO, LLC CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 : CIVIL ACTION
Plaintiff,
v. :
SHREE GURUDEV, INC. NO. 13-6889
1188 Greenfield Drive
•
Mechanicsburg, PA 17055
•
•
Defendant.
NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON
NOTICE OF DEFENDANTS' RIGHTS
TO: SHREE GURUDEV, INC.
1188 Greenfield Drive
Mechanicsburg, PA
A judgment in the amount of$547,673.39, together with interest from and after
November 8, 2013 at the per diem rate of$42.61, and all additional costs of suit and collection
costs, including, without limitation, reasonable attorneys' fees, has been entered against you in
favor of the Plaintiff, Magnolia Portfolio, LLC, without any prior notice or hearing based on a
confession of judgment contained in a written agreement or other paper allegedly signed by you.
The sheriff may take your money or other property to pay the judgment at any time after thirty
(30)days after the date on which this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or
property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF
YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A
LAWYER.
BUSINESS II 2014486 v.1
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THE OFFICE BELOW
MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT
MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO
FEE.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166
STRADLEY RONON STEVENS &YOUNG, LLP
s wL
Steven J. VZite
2600 One Commerce Square
Philadelphia, PA 19103-7098
Date: January 15, 2014 Attorneys for Plaintiff Magnolia Portfolio, LLC
BUSINESS#2014486 v.1
".SENDER:COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY
N Complete items 1,2,and 3.Also complete A. Signature
item 4 if Restricted Delivery is desired. .... ,1 ,2 , 0 Agent
■ Print your name and address on the reverse X 1 1 ` 0 Addressee
so that we can return the card to you. B. Re, ived by Printed Name) C. Date of Delivery
■ Attach this card to the back of the mailpiece, /1
or on the front if space permits.
III
D. I delivery. dress different from item 1? 0 Yes
1. Article Addressed to: If YES,enter delivery address below: 0 No
?; 'Three Gurudev, Inc.
1188 Greenfield Drive
Mechanicsburg, PA 3. re ice Type
g A 17055 L'1 Certified Mail® (� iority Mail Express"'
0 Registered Return Receipt for Merchandise
0 Insured Mail 0 Collect on Delivery
4. Restricted Delivery?(Extra Fee) [3 Yes
, 2. Article Number
(Transfetfrorn seivice:!abel) E E [ '_' _ Olr3 i 10`�D ,�Q�Qy 17859 ,Q3$3
PS Form 3811,July 2013 Domestic Return Receipt it
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