HomeMy WebLinkAbout13-6890 STRADLEY RONON STEVENS & YOUNG, LLP THE S'I'G T; vi'O 6
Gretchen M. Santamour (ID No. 41720) 23 i3 NOV 20 MU a. 53
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square CUMBERLAND COLT r`;
Philadelphia, PA 19103 P E N N ttAejy ' r 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.
•GURUGOVIND, LLC • NO I3 (DSQ� V 1�11I ISM
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$547,673.39, calculated as
of November 8, 2013, comprised as follows:
$46 DO rU
et
Ot X48`15/
�o�iCe rn0 a lec/
BUSINESS# 1969911 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
Note)
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 Note.
STRADLEY RONON STEVENS & YOUNG,LLP
November 18, 2013 By: ‘
Gretchen San mour, Esquire
Steven J. White, Esquire
2600 One Commerce Square
Philadelphia, PA 19103
Tel. (215) 564-8000
Fax (215) 564-8120
Attorneys for Defendant, Gurugovind, LLC
pursuant to the Warrant of Attorney contained in
the Note
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BUSINESS# 1969911 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.
GURUGOVIND,
LLC 3 , ,-;1 -fC l fr1
•
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#1969911 v.1
3. Defendant, Gurugovind, LLC ("Gurugovind") is a Pennsylvania limited
liability company 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 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, the following collateral:
(a) That certain Open-End Mortgage and Security Agreement dated
July 8, 2008, executed by Hari-Ram, Inc., in favor of the Lender, and recorded with the
recorder of deeds for Cumberland County, Pennsylvania, on July 9, 2008 in Instrument
No. 200823387 (the"Hari-Ram Mortgage"). The Hari-Ram Mortgage grants the
Lender a mortgage lien on the real property commonly known as 350 Bent Creek
Boulevard, Mechanicsburg, PA 17050. A true and correct copy of the Hari-Ram
Mortgage is attached hereto as Exhibit C and incorporated by reference herein.
(b) That certain Open-End Mortgage and Security dated July 8, 2008,
executed by Gurugovind, in favor of the Lender, and recorded with the recorder of deeds
for Cumberland County, Pennsylvania, on July 9, 2008 in Instrument No. 200823385 (the
"Gurugovind Mortgage", and together with the Hari-Ram Mortgage, the Note, and all
other documents evidencing or collateral to the Loans, the "Loan Documents"). The
- 2 -
BUSINESS## 1969911 v.1
Gurugovind Mortgage grants the Lender a mortgage lien on the real property commonly
known as 4900 and 4930 Woodland Drive, Enola, PA 17025. A true and correct copy of
the Gurugovind Mortgage is attached hereto as Exhibit D 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.
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 $ 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
Note)
TOTAL $ 547,673.39
- 3 -
BUSINESS#1969911 v.1
t �
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 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.
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# 1969911 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$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 Note.
STRADLEY RONON STEVENS & YOUNG, LLP
November 18, 2013 By: 2'
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# 1969911 v.1
EXHIBIT A
BUSINESS#1969911 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 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 ynn
Title: SVP,SAG rector
Special Assets Group
Orrstown Bank Offering# 121210
Pool#100
Reference 89002
•
CIPTIFIED PROPERTY IDENTIFICATION NUMEE22
3S-07-0459-074 - SILVER SPRING
C GIS 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:.(Sat)236-0007
Cnmberlsnd County,State of Pennsylvania
Tat Map No or Tax Parcel Identification No.:38-07-0459-074
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
Nic llone'
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�d>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:2510.143
Law Name:GURUGOVIND LLC
Loan ReE:26473889002
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 WITHOUT 'RECOURSE„ REPRESENTATION OR
WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK(
AMO Re::2310.145
Loan Naas GURUOOVIND LLC
Loan Ref:26475889002
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 Portfollc LLC,a Delaware limited liability
company,it- r- tb,.
Al silo°
By:
Name: R.Patterson Jackson
Title: Authorized Signatory
$ieeaa aLd O : Cs j ( 30/ 2 O I
ACKNOWLEDGMENT "virtsiirtx.nrut,74 „ -tfA- h. r:
X0130 32_63
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 OrrstownBank,a Pennsylvania banking co .lion,known to me or proved to me on the basis.
of satisfactory evidence to be the persons who cured 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:
4:::1-el‘-a-s- (-2 --"--\C-1\- -"ACI-._
Ah40Rcf:2510.145
Loun Name:GURUGOVIND LLC
Loan Ref. 26475889002
State of California )
County of Orange )
On February 2013, before me,Lynn Mattson, Notary Public,personally appeared
R. Patterson Jackso 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.
WITNESS my hand and official seal. t TSOl
LYNN jic. Commission 0 1930475 z
1 t!:5e Natafy Public-Csnlornh s
IIronge County
°"`4 M Comm.Expos Mir 2T.2015€
(SEAL) __ _Y_ _ _ _ _ - _ _ -
Fubh Sign ure
. .
ROBERT P. ZIEGLER
RECORDER OF DEEDS r,:•b7 K`�
CUMBERLAND COUNTY .. R
1 COURTHOUSE SQUARE - � {
CARLISLE, PA 17013 gg t '�
717-240-6370 -
17-240-6370 i g a ' , . 'lit
t_Tr g rj
y _
Instrument Number 201305644
Recorded On 2/20/2013 At 1 1:11:37 AM •Total Pages S
•Instrument Type-ASSIGNMENT OF MORTGAGE
Invoke Number- 129767 User ID-BMM
•Mortgagor-IIARI-RAM,INC
•Mortgagee-MAGNOLIA PORTFOLIO LLC
Customer SIMPLIFILE LC E-RECORDING
•FEES
STATE WRIT TAX 30.50 Certification Page
STATE JCS/ACCESS TO $23.50
JUSTICE DO NOT DETACH
RECORDING FEES $11.50
RECORDER OF DEEDS
PARCEL CERTIFICATION $xa.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
1:10!2 1.,� ' , c
RECORDER OF DEEDS
-lidos-motion denoted by an sdertekmay dung.dining
the vettfkatlon price,,and may not be reflected on ibis Page.
Inst. # 201305650 - Page 1 of 5
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
10-14-0840-040 - HAMPDEN TP
CCGIS REGISTRY 02/20/2013 BY TH
1i
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 c/o 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 OF PAGE INTENTIONALLY LEFT BLANK]
III
AMO Ref.:2510.145AP1
Loan Name:GURUGOVIND LLC
Loan Ref.:26475889002
Inst. # 201305650 - 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 Portfolio,LLC,a Delaware limited liability
company,its - -F et
I
ICcterlik
By:
Name: R.Patterson Jackson
Title: Authorized Signatory
tic u � nvied (bwe&cc
A en R ed.�Qn 3o,~3c3
ACKNOWLEDGMENT as feum Uf (f ,
STATE OF CALIFORNIA ) &O 363,2(Q3
SS:
COUNTY OF ORANGE )
On this day of February, 2013, before me personally appeared R. ' tterson Jackson, as
Authorized Signatory for Magnolia Portfolio, LLC, a Delaware limited Ha.' company, Attorney-in-
Fact for Orrstown Bank,a Pennsylvania banking corporation,known to e 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
If
I
inst. # 201305650 - Page 4 of 5
State of California )
County of Orange )
On February I c),...„,2013, 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.
r" LYNN MATTSON
Commission#1930475
(SEAL) z Notary Public-California
fy7. Orange County
ç ary Publi Signature a My Comm.Ex Tres Mar 27,2015
•
' • Inst. # 201305650 - Page 5 of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS ,;., dft,, 4 ...
CUMBERLAND COUNTY ,,•�,yt♦� �. b
1 COURTHOUSESQUARE f , . ry1'5 '
Q
CARLISLE, PA 17013 „ 4•1 ` , : , .i,
717-240-637Q
1*1 C 1, °7v f
6 f
. ' -^ .r :^✓¢,,u.; .
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
I Certify this to be recorded
in Cumberland County PA
70 C,44, .
g , ' .. „,..."6.4.4,7-,, ,47,--,
RECORDER OF DEEDS
1750
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page,
I
• `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 )4 of February,2413
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO,LLC,a Delaware
limited liability ompan ,its Attorney-in-Fact..
By
i ce IF
Name: It Patterson Jac n
Title: Authorized Signatory
AMC)Ref.: 2510.145
Loan Name: GURUGOV_IND.LLC
Loan Ref.:26475889002
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 Ref.: 2510.145
Lonn Name: GtIRUGOVIND I.I.0
Loan>Ref.:26475889002
EXHIBIT B
BUSINESS# 1969911 v.1
PROMISSORY NOTE ill. \i
....:..:.. . N
.... ..........n.v:}..:nv«... .............. .....:...:.. ,• :::::.v:::....r .:.-.....:: x..... .......;,.... .. ,......v_.:xv. .....w. .:.. '�4.n} v;] ..vf.:v
v.....,.... .... . ... .........x,... ..........,.-...'"""....�.... .............., .... , ........_ Fn ....w.....,...v ....... ..... ...nn. :�•"v.•:.M.��.rF'`- «e,•��.�.�:,r, '(•n:r
..n...... ..m .........v, n.,:.f,....n.n...u...........v8 ......... il:ai•2,vv--:r v::.'..n, :..:.:..n :,ny,.. x.@Rhnvn n .,`fj.5..,,�'� vr:F.Z.Gn`-.:ri.:::n-�:Lam.
}<nvW .. ..... ..... ,....nw.......g:.k:.. .sv; r. :.:.. ...::'q ::r.�."x.. ,7�':4.w.:• .::?i:ll `.z� ::v}.
Eit .. - ..... .::. ._.;_:}Sx..,rmv,::...vxw...:,:v:::....., }.::.- ..........:•:n.. •,•- —.,,-4•::v ::.w v.r 3^,i°_51�'y:::. _ :ixvwM..
qty ,n. ..,__..,-.
+�.Y�.,.ilax��",:xx:,. ...'...,..�A.4 .:.....:}:;�:..>.x::::::ar.•::::�:.:}::::•::: :: .. = :�iwt:'-•:::�`.r+e+fi•;,.,�;x;�:.r%v..•�.3�+�+n...�,•-,.:,x
:::::::.. . .n ......,`w::}n......._.._......._:n,.. ..... .'r..�� ��"... :\A 7.,i'1 r.. ..MV .. -?.'."h!:t,w.._ ..4.x�,n...xnai'°'fi.:`...:.
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
PO BOX 250
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 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 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 (DI 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%1
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.
• w
PROMISSORY NOTE
Loan No: 26475889002 (Continued) Page 2
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.
Oeeth 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 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 CREOIT. 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.
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).
i
0 y
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°x6)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR 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:
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EXHIBIT C
BUSINESS#1969911 v.1
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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
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG,PA
17267
FOR RECORDER'S USE ONLY
OPEN - END MORTGAGE AND SECURITY AGREEMENT
(This instrument Is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S.
§§8143 and 8144,Act No. 126 of 1990)
Amount Secured Hereby: $640,000.00
THIS MORTGAGE dated July 8, 2008, is made and executed between Had-Ram, Ina., 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; ell
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements,
hereditaments,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and
remainders with respect thereto;all water,water rights,watercourses and ditch rights(including stock in utilities with
ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without
limitation all minerals,oil,gas,geothermal and similar matters, (the "Real Property")located in Cumberland
County,Commonwealth of Pennsylvania:
See attached
The Real Property or its address is commonly known as 350 Bent Creek Boulevard,
Mechanicsburg,PA 17050.
CROSS•COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus
interest thereon,of either Grantor or Borrower to Lender,or any one or more of them,as well as all claims by Lender
against borrower and Grantor or any one or more of mem,wnetner now existing or meatier arising,whether relates 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 unliquldated,whether Borrower or 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 Commerolai 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 (Al PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF
ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any"one action"or"anti-deficiency"
law, or any other law which may prevent Lender from bringing any action against Grantor, Including a claim for
deficiency to the extent Lender Is otherwise entitled to a oleim for deficiency,before or after Lender's commencement
or completion of any foreclosure action,either Judicially or by exercise of a power of sale,
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage Is executed at
Borrower's request and not at the request of Lender; lb)Grantor has the full power,right,and authority to enter into
this Mortgage and to hypothecate the Property; (c)the provisions of this Mortgage do not conflict with,or result In a
default under any agreement or other Instrument binding upon Grantor and do not result In a violation of any law,
regulation,court decree or order applicable to Grantor; (d)Grantor has established adequate means of obtaining from
Borrower on a continuing basis Information about Borrower's financial condition; and le) Lender has made no
representation to Grantor about Borrower(including without limitation the creditworthiness of Borrower).
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage,Borrower and Grantor shall pay to
Lender all indebtedness secured by this Mortgage as it becomes due,and Borrower and Grantor shall strictly perform all
Borrower's and Grantor's obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's
possession and use of the Property shall bo governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Grantor may 111 remain in possession and
control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property.
MORTGAGE
(Continued) Page 2
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; (1) During the period of
Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal,
release or threatened release of any Hazardous Substance by any person on,under,about or from the Property;
(2) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to end
acknowledged by Lender in writing, lel any breach or violation of any Environmental Laws, lb) any use,
generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance
on, under,about or from the Property by any prior owners or occupants of the Property,or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously
disclosed to and acknowledged by Lender In writing, (a) neither Grantor nor any tenant,contractor,agent or other
authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous
Substance on,under,about or from the Property;and (b) any such activity shall be conducted In compliance with
all applicable federal, state, and local laws, regulations and ordinances, Including without limitation all
Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such
Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section bf the Mortgage. Any Inspections or tests made by Lender shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or
to any other person. The representations and warranties contained herein are based on Grantor's due diligence In
investigating the Property for Hazardous Substances. Grantor hereby Ill releases and waives any future claims
against Lender for Indemnity or contrIbutlon 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 end defend,shall survive the payment of the Indebtedness and the satisfaction
and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any Interest In
the Property,whether by foreclosure or otherwise.
Nuisance,Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any
stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the
foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(including
oil and gas),coal,clay,scorle,soli,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,Lander 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 occupanoy 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
:asenabfy-necesssry-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
outright sale,deed,installment sale contract, land contract,contract for deed,leasehold interest with a term greater
than three 131 years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest In or to any land
trust holding title to the Real Property,or by any other method of conveyance of an Interest In the Real Property. If any
Grantor is a corporation,partnership or limited Ilabittty company,transfer also includes any change In ownership of more
than twenty-five percent(25%)of the voting stock,partnership Interests or limited liability company interests,as the
case may be,of such Grantor. However,this option shall not be exercised by Lander 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 pert of this Mortgage:
Payment. Grantor shall pay when due(and in all events prior to delinquency)all taxes,payroll taxes,special taxes,
assessments,water charges and sewer service charges levied against or on account of the Property,and shall pay
when due ell claims for work done on or for services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any liens having priority over or equal to the Interest of Lender under this Mortgage,
except for the Existing Indebtedness referred to in this Mortgage or those liens specifically agreed to In writing by
Lender, and except for the Ilan 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 flied as a result of nonpayment,Grantor shall within fifteen 116)days after the lien arises or,If a lien is flied,
within fifteen(161 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 on
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 shalt 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.
MORTGAGE
(Continued) Page 3
Notice of Construction. Grantor shag notify Lender at least fifteen(15)days before any work is commenced,any
services are furnished,or any materials are supplied to the Property,If any mechanic's lien,materialmen's lien,or
other lien could be 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 ore a part of this
Mortgage:
Maintenance of lnsurenoo. 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 cisuse,and with a standard mortgagee
clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability Insurance in such
coverage amounts as Lender may request with Lander being named as additional insureds In such liability Insurance
policies. Additionally,Grantor shah 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 shell deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten(10)days'prior written notice to Lander and not containing any disclaimer of the insurer's liability for failure to
give such notice. Each Insurance policy also shall Include an endorsement providing that coverage in favor of
Lender will not be impaired In any way by any act,omission or default of Grantor or any other person. Should the
Real Property be located In an area designated by the Director of the Federal Emergency Management Agency as a
special flood hazard area,Grantor agrees to obtain and maintain Federal Rood Insurance,if available,within 45
days after notice Is given by Lender that the Property is located in a special flood hazard area,for the full unpaid
principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits
set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such
insurance for the term of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any lose or damage to the Property. Lender may
make proof of loss If Grantor fails to do so within fifteen(161 days of the casualty. Whether or not Lender's
security Is impaired,Lender may,at Lender's election,receive and retain the proceeds of any Insurance and apply
the proceeds to the reduction of the indebtedness,payment of any lien affecting the Property,or the restoration
and repair of the Property, if Lender elects to apply the proceeds to restoration and repair,Grantor shell repair or
replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon
satisfactory proof of such expenditure,pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration 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.
Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is
in effect, compliance with the Insurance provisions contained in the instrument evidencing such Existing
Indebtedness shall constitute compliance with the Insurance provisions under this Mortgage, to the extent
compliance with the terms of this Mortgage would constitute a duplication of Insurance requirement. If any
If proceeds from the Insurance become payable on loss,the provisions in this Mortgage for division of proceeds shall
apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness.
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; (21 the risks
insured; 01 the amount of the policy; (4) the property insured, the then current replacement value of such
property,and the manner of determining that value;and (61 the expiration date 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 fails to comply with any provision of this Mortgage or any Related Documents,including but
not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as
required below, or 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 costs for insuring,
maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then
bear Interest at the rate charged under the Note from the date Incurred or paid by Lander to the date of repayment by
Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on
demand; (8) be added to the balance of the Note end be apportioned among end 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 iCI be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage
also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which
Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shell survive the entry of any
mortgage foreclosure judgment.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this
Mortgage:
Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple,
free and clear of all liens and encumbrances other than those set forth In the Real Property description or In the
Existing indebtedness section below 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, end lb)Grantor has the full right, power, and
authority to execute and deliver this Mortgage to Lender.
Defense of Title. Subject to the exception In the paragraph above,Grantor warrants and will forever defend the
title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced
that questions Grantor's title or the interest of Lender under this Mortgage,Grantor shall defend the action at
Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to
participate In the proceeding and to be represented In the proceeding by counsel of Lender's own choice, and
Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time
to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all
existing applicable laws,ordinances,and regulations of governmental authorities.
1
•
MORTGAGE
(Continued) Page 4
Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor In
this Mortgage shall survive the execution and dolivory of this Mortgage,shall be continuing In nature,and shall
remain In full force and effect until such time as Borrower's Indebtedness shall be paid In full.
EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage:
Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to on existing
lien. Grantor expressly covenants and agrees to pay,or see to the payment of,the Existing indebtedness and to
prevent any default on such indebtedness,any default under the Instruments evidencing such indebtedness,or any
default under any security documents for such indebtedness.
No Modification. Grantor shell not enter Into any agreement with the holder of any mortgage or other security
agreement which has priority over this Mortgage by which that agreement Is modified, emended, extended,or
renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances
under any such security agreement without the prior written consent of Lender.
CONDEMNATION. The following provisions relating to condemnation proceedings are a pert of this Mortgage:
Proceedings. If any proceeding in ocndemnation Is flied, 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,end 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 Not Proceeds. If all or any pert of the Property is condemned by eminent domain proceedings or by
•
any proceeding or purchase In lieu of condemnation,Lender may at Its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net
proceeds of the award shall mean the award after payment of all actual coats, 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 Lander,Grantor shall execute such documents in addition to
this Mortgage end take whatever other action is requested by Lender to perfect and continua Lender's lien on the
Real Property. Grantor shell 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: 11) a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; 12) a specific tax on Borrower
which Borrower Is authorized or required to deduct from payments on the indebtedness secured by this type of
Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (4) a
specific tax on all or any portion of the indebtedness or on payments of principal and Interest made by Borrower.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage,
this event shall have the same attest as an Event of Default,and Lander may exercise any or all of its available
remedies for an Event of Default as provided below unless Grantor either 11) pays the tax before It becomes
delinquent,or 12) contests the tax as provided above In the Taxes and Liens section and deposits with Lender
cash or a sufficient corporate surety bond or other security satisfactory to 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 shell constitute a Security Agreement to the extent any of the Property
constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time.
Security interest. Upon request by Lender,Grantor shall take whatever action is requested by Lender to perfect
end 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 inourred 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 end
make It available to Lender within three (3) days after receipt of written demand from Lender to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information
concerning the security Interest granted by this Mortgage may be obtained leash as required by the Uniform
Commercial Code)are as stated on the first page of this Mortgage.
FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and
additional authorizations are a part of this Mortgage:
Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute end
deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by
Lender,cause to be filed,recorded,reeled,or rerecorded,as the case may be,at such times and In such offices
and places as Lender may deem appropriate,any end all such mortgages,deeds of trust,security deeds,security
agreements, financing statements, continuation statements, Instruments of further assurance, certificates, and
other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete,
perfect,continue,or preserve (1) Borrower's and Grantor's obligations under the Note,this Mortgage,and the
Related Documents,and (2) the(lens end security Interests created by this Mortgage on the Property,whether
now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing,
Grantor shall reimburse Lender for elf costs and expenses incurred In connection with the matters referred to in this
paragraph.
Additional Authorizations. If Grantor fails to do any of the things referred to In the preceding paragraph,Lender
may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or
desirable, in Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. It Is
understood that nothing set forth herein shall require Lender to take any such actions.
FULL PERFORMANCE. if Borrower and Grantor pay all the Indebtedness when due,and Grantor otherwise performs all
the obligations Imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable
•
it
MORTGAGE
(Continued) Page 5
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. Borrower falls 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. Borrower or 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 Borrower or Grantor.
False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or Grantor
or on Borrower's or 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 Collataratlzatlon. 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.
Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, the
Insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrower's or 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 Borrower or 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 Borrower or Grantor or by any
governmental agency against any property securing the Indebtedness. This includes a garnishment of any of
Borrower's or Grantor's accounts,including deposit accounts,with Lender. However,this Event of Default shall
not apply If there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim
which Is the basis of the creditor or forfeiture proceeding and If Borrower or 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.
Existing Indebtedness. The payment of any Installment of principal or any Interest on the Existing Indebtedness Is
not made within the time required by the promissory note evidencing such indebtedness,or a default occurs under
the instrument securing such indebtedness and is not cured during any applicable grace period in such Instrument,
or any suit or other action Is commenced to foreclose any existing lien on the Property.
Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between
Borrower or 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 Borrower or Grantor to Lender,
whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes incompetent,or revokes or disputes the validity of, or liability
under,any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness Is Impaired.
Insecurity. Lender In good faith believes itself insecure.
Right to Cure. If any default,other than a default In payment Is curable and if Grantor has not been given a notice
of a breach of the same provision of this Mortgage within the preceding twelve 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 1161 days;or 12) if the cure requires more than fifteen(151 days,immediately Initiates steps which Lender
deems In Lender's sole discretion to be sufficient to cure the default end thereafter continues and completes ail
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 end payable.
UCC Remedies. With respect to all or any pert of the Personal Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Cede.
Collect Rants. Lender shall have the right, without notice to Borrower or 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 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 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. Lander may exercise Its rights under this subparagraph either in person,
by agent,or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of
the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or
sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the
receivership,against the Indebtedness, The receiver may serve without bond 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.
MORTGAGE
(Continued) Page 6
Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes
and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere,as attorney
for Lender and all persons claiming under or through Lender,to sign an agreement for entering In any competent
court an amicable action In ejectment for possession of the Property and to appear for and confess judgment
against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of
possession of the Property,without any stay of execution,for which this Mortgage, or a copy of this Mortgage
verified by affidavit,shall be a sufficient warrant;and thereupon a writ of possession may be Issued forthwith,
without any prior writ or proceeding whatsoever.
Nonjudiclel Sate. 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.
Deficlenoy 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 et 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 Borrower or Grantor,
Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, et Lender's
option,either (1) pay a reasonable rental for the use of the Property,or (2) vacate the Property Immediately
upon the demand of Lender.
Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available
at law or in equity.
Sale of the Property. To the extent permitted by applicable law,Borrower and Grantor hereby waive 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 Sale. 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 sate or other Intended disposition of the Personal Property is to be
made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least ten(10)
days before the time of the sole or disposition. Any sale of the Personal Property may be made In conjunction with
any sale of the Reel Property.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and
an election to make expenditures or to take action to perform 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 an Event of Default,or in any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor end/or Borrower and/or against any other co-maker,guarantor,surety or endorser and/or to
proceed against any other collateral directly or indirectly securing the Indebtedness.
Attorneys'Fees;Expenses, If Lender Institutes any suit or action to enforce any of the terms of this Mortgage,
Lender shall be entitled to recover such sum as the court may adjudge reasonable es attorneys'fees at trial and
upon any appeal. Whether or not any court action Is Involved, and to the extent not prohibited by law, all
reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of Its
Interest or the enforcement of Its rights shall become a part of the indebtedness payable on demand and shall bear
interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include,
without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys'fees and
Lender's legal expenses,whether or not there is a lawsuit,including reasonable attorneys'fees and expenses for
bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any
anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including
foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by
applicable law. Grantor also will pay any court costs,in addition to all other sums provided by law.
NOT JCES rUnless-0thecwiso_proufded-by-applicable-law,-any-Hades-required-te-be-giverrnnd er-this-Mortgage-shall-bv
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 mail,as first class,certified or registered mail postage prepaid,directed to the addresses shown
near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority
over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,et.seq.,shell 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. 181 if Grantor aends 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: 11) to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made;12) 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 Borrower or 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 Ilan of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given In writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment,
Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender,upon request,a certified statement of net operating Income received from the Property during Grantor's
previous fiscal year In such form and detail as Lender shall require. "Net operating income"shall mean all cash
receipts from the Property leas all cash expenditures made In connection with the operation of the Property.
Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to
Interpret or define the provisions of this Mortgage.
II
MORTGAGE
(Continued) Page 7
Joint and Several Liability, All obligations of Borrower and Grantor under this Mortgage shall be joint and several,
and all references to Grantor shall mean each and every Grantor,and all references to Borrower shall mean each
and every Borrower. This means that each Grantor signing below Is responsible for all obligations in this Mortgage.
Where any one or more of the parties Is a corporation,partnership,limited liability company or similar entity,it is
not necessary for Lender to Inquire Into the powers of any of the officers,directors,partners,members,or other
agents acting or purporting to act on the entity's behalf,and any obligations made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Mortgage.
No Waiver by Lander. Lender shall not be deemed to have waived any rights under this Mortgage unless such
waiver is given In writing and signed by Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lander 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.
Severobithy. 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 affect the legality,validity or enforceability of any other
provision of this Mortgage.
Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or
estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent
of Lender.
Sucoessor interests. The terms of this Mortgage 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 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
Note and ell their successors and assigns.
Default. The word"Default"means the Default set forth in this Mortgage in the section titled"Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42
U.S.C.Section 9601,at seq.("CERCLA"),the Superfund Amendments and Reauthorization Act of 1986,Pub.L.
No.99-499("SARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource
Conservation and Recovery Act,42 U.S.C.Section 6901,at seq.,or other applicable state or federal laws,rules,
or regulations adopted pursuant thereto.
Event of Default. The words"Event of Default"mean any of the events of default sat forth In this Mortgage in the
events of default section of this Mortgage.
Existing Indebtedness. t he words"Existing Indebtedness"mean the Indebtedness described In the Existing Liens
provision of this Mortgage.
Grantor. The word"Grantor"means Hari-Ram,inc..
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 Lender to enforce Grantor's obligations under
thls 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 shell
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
$640,000.00 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. The maturity date of
the Note Is July 8,2019.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
MORTGAGE •
(Continued) Page 8
Personal Property The words'Personal Property" mean all equipment,fixtures, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property;
together with all accessions, parts, and additions to, all replacements of, and all substitutions for,any of such
property; and together with all proceeds (Including without limitation all Insurance proceeds and refunds of
premiums)from any sale or other disposition of the Property.
Property. The word"Property"means collectively the Real Property and the Personal Property.
Real Property. The words"Real Property"mean the real property,Interests and rights,as further described In this
Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, end 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 rents, revenues,Income, Issues, royalties,profits, and
other benefits derived from the Property.
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:
HART RAM INC
By s.'[ �. a _'n k' s.` :f:, .ISBaI)
Kanji I a1 R.Pats,// silent of/lad
Ra In
By ;^•, s air.w,:JSeall
(Lam•x+�n k K. ,Vice Pre!dent a -Ram,Ina.
ATTEST:
/
p-.,.
A ,4� ,,., /� (Corporate Seal)
cr' .ry o •sslstant Se.etary
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 17267
,� I
V'T,I 41
Attorney or Agent for Mortgagee
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA I
I SS
COUNTY OF b AU(t I-1 IN I .
On this,the 8-1� day of �"\y ,20 OF before me
,I1 i f(/// N7//,N ,the undersigned Notary Public,personally appeared KanJibhai R.Patel,President
of Had-Ram,Inc.and Laxmikant K.Patel.Vice President of Hari-Ram,Inc.,who acknowledged themselves to be the
President of Harl-Ram.Inc.and Vice President of Harl-Ram.Ins„of a corporation,and that they as such President of
Hari-Ram,Inc.and Vise President of Harl-Rem.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 Had-Ram,Inc.and
Vice President of Had-Ram,Inc.. i`.
In witness whereof,I hereunto set my hand and official seal. '.
L /2111`4...(Ct-()`j—..
COMMONWEALTH OF PENNSYLVANIA
!1''� f.. 1
NOTARIAL SEAL Notary Public In and for the State of r e.nnciIt1 fr •
MICHELLE ELLIOTT NOTARY PUBLIC 1) ,
DERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE 9,2011
LASER PRO Lending,Vor.5.40.00.003 Copr.Harland Financial Solutions,Inc. 1997,2008. All Rights Reserved. -
PA c:\CFRLPL\G03.FC TR-20107 PR-1
EXIIIBIT"A"—LEGAL DESCRIPTION
OPEN-MORTGAGE AND SECURITY AGREEMENT FROM HARI-RAM,INC.,
TO ORRSTOWN BANK DATED JULY 8,2008
ALL THAT CERTAIN tract of land situate in Silver Spring Township, Cumberland County,
Pennsylvania,bounded and described as follows,to wit;
BEGINNING at an iron pin on the western dedicated right of way line of Bent Creek Boulevard at the
dividing line between Lots 3A and 3B as shown on the hereinafter mentioned Subdivision Plan;thence
along said dividing line South 76 degrees 10 minutes 52 seconds West 448.35 feet to an iron pin;thence
along the eastern right of way line of PA Route t 14(Willow Mill Rod)North 19 degrees 17 minutes 30
seconds West 164.56 feet to a concrete monument; thence along the Conodoguinet Creek North 23
degrees 45 minutes 42 seconds East 154.76 feet to an iron pin;thence along the dividing line between
Lots 3B and 4 on said plan North 88 degrees 04 minutes 49 seconds East 176.82 feet to an iron pin;
thence along same North 76 degrees 10 minutes 52 seconds East 196.64 feet to a point at the western
dedicated right of way line of Bent Creek Boulevard;thence along said dedicated right of way of Bent
Creek Boulevard South 13.degrees 49 minutes 08 seconds East 250 feet to an iron pin, the place of
BEGINNING.
CONTAINING 2.652 acres.
BEING further described as Lot 3B on the Final Subdivision Plan for Lots,2,3,and 4 for Bent Creek,
prepared by Gregory L.Condon,P.L.S.,dated December 20,1999 and with final revised date of February
3,2000 and recorded in Cumberland County Plan Book 80,Page 99.
ROBERT P.ZIEGLER
RECORDER OF DEEDS ,•
CUMBERLAND COUNTY .` .n' _."
r $;�.
1 COURTHOUSE SQUARE i�n
CARLISLE,PA 17013 1•: ti' '. _ ".1 • .�;--.
717-240-6370 • ,1.1j ! El,
instrument Number-200823387
Recorded On 7/9/2008 At 3:25:39 PM *Total Pages-10
*Instrument Type-MORTGAGE
Invoice Number-24785 User Ill-RAK
*Mortgagor-HARI-RAM INC
*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 — $21.50
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 $48.50
I Certify this to be recorded
in Cumberland County PA
e* 9 •
SpA
• e °j r
f
v:::417;),4 RECORDER O.D E
DS
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page.
000vxD
II 111111 IIIIIIIIIIlIIII
•
EXHIBIT D
BUSINESS#1969911 v.1
fit?
'-vv)
L`t
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 MORTGAGE AND SECURITY AGREEMENT
(This Instrument is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S.
§§8143 and 8144,Act No. 126 of 19901
Amount Secured Hereby: $640,000.00
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
reel 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 rospeot thereto;all water,water rights,watercourses and ditch rights(including stock in utilities with
ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, Including without
limitation all minerals,oil,gas,geothermal and similar matters, (the "Real Property") located In Cumberland
County,Commonwealth of Pennsylvania:
See 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 Lander against Grantor or
any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the
Neter whether voluntery-erotherwise-whether duerornot-dt r,-direcMrindirestr determined-or undetermined-absolute
or contingent, liquidated or unllquldated, 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 $640,000.00, THE
RELATED DOCUMENTS,AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING
• TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage, Grantor shall pay to Lender all
amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this
Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the
Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain in possession and
control of the Property; 121 use,operate or manage the Property;and (3) collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs,
replacements,and maintenance necessary to preserve its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of
Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal,
release or threatened release of any Hazardous Substance by any person on,under,about or from the Property;
(21 Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and
acknowledged by Lender in writing, (al 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 131 Except as previously
disclosed to and acknowledged by Lander In writing, (e) neither Grantor nor any tenant,contractor,agent or other
•
MORTGAGE
(Continued) Page 2
authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous
Substance on under,about or from the Property;and (b) any such activity shell be conducted in compliance with
all applicable federal, state, and local lows, regulations and ordinances, including without limitation all
Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such
Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any Inspections or tests made by Lender shall be for Lender's
purposes only end 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 121 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 Proporty,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 and the satisfaction
and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in
the Property,whether by foreclosure or otherwise.
Nuisance,Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any
stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of tho
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,soli,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 Lander 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 shell promptly comply with all laws, ordinances, and
regulations,now or hereafter in affect,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 end 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. Lander 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 sate 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
outright sale,deed,Installment sale contract,land contract,contract for deed,leasehold interest with a term greater
than three(3)years,lease-option contract,or by sale,assignment,or transfer of any beneficial Interest in or to any land
trust holding title to the Real Property,or by any other method of conveyance of an interest In the Reel 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(26%1 of the voting stock,partnership 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
fade:el law-or
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(and In all events prior to delinquency)all taxes,payroll taxes,special taxes,
assessments,water charges and sewer service charges levied against or on account of the Property,and shell pay
when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage,
except for the Existing indebtedness referred to In this Mortgage or 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 flied as a result of nonpayment,Grantor shall within fifteen(161 days after the Ilan arises or,II a lien Is filed,
within fifteen(161 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
shalt 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 Lander satisfactory evidence of payment of the taxes
or assessments and shell 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 shell notify Lender at least fifteen(161 days before any work Is commenced,any
services are furnished,or any materials are supplied to the Property,if any mechanic's lien,materialmen's lien,or
other lion could bo asserted on account of the work,services,or materials. Grantor will upon request of Lender
furnish to Lander advance assurances satisfactory to Lender that Grantor can and will pay the coat of such
Improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this
Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended
coverage endorsements on a replacement basis for the full Insurable value covering all Improvements on the Real
Property In an amount sufficient to avoid application of any coinsurance clause,and with a standard mortgagee
MORTGAGE
(Continued) Page 3
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 es 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 bo written by such insurance companies and
In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten(10)days'prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to
give such notice. Each Insurance policy also shall Include an endorsement providing that coverage In favor of
Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. Should the
Real Property be located In an area designated by the Director of the Federal Emergency Management Agency as a
special flood hazard area,Grantor agrees to obtain end 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 the loan and any prior liens on the property securing the loan,up to the maximum policy limits
set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such
insurance for the term of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may
make proof of loss If Grantor fells to do so within fifteen(16)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(ten 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,
Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is
in effect, compliance with the Insurance provisions contained in the Instrument evidencing such Existing
Indebtedness shell constitute compliance with the Insurance provisions under this Mortgage, to the extent
compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. If any
proceeds from the insurance become payable on lose,the provisions In this Mortgage for division of proceeds shall
apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness.
Grantor's Report on Insurance. Upon request of Lender,however not more than once a year,Grantor shell furnish
to Lender a report on each existing policy of Insurance showing; (1) the name of the Insurer; (21 the risks
insured; (31 the amount of the policy; (4) the properly Insured,the then current replacement value of such
property,and the manner of determining that value;and (61 the expiration date of the policy. Grantor shaft,upon
request of Lender,have an Independent appraiser satisfactory t0 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 fails to comply with any provision of this Mortgage or any Related Documents,Including but
not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as
required below,or 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, All such expenditures incurred or paid by Lender for such purposes will then
bear Interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by
Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (AI be payable on
demand; 1131 ha added in the halanne nt the Nnta and ha Appnrtinnad among and ha 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 be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any
mortgage foreclosure judgment.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this
Mortgage:
Title. Grantor warrants that; la)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 the
Existing Indebtedness section below 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 Thio. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the
title to the Property against the lawful claims of ell parsons. In the event any action or proceeding is commenced
that questions Grantor's title or the Interest of Lender under this Mortgage,Grantor shall defend the action at
Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shell be entitled to
participate in the proceeding and to be represented In the proceeding by counsel of Lender's own choice,and
Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time
to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all
existing applicable laws,ordinances,end regulations of governmental authorities.
Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in
this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing to nature,and shall
remain in full force and effect until such time as Grantor's indebtedness shall be paid In full.
EXISTING INDEBTEDNESS. The following provisions concerning Existing indebtedness are a part of this Mortgage:
Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to an existing
• lien. Grantor expressly covenants and agrees to pay,or see to the payment of,the Existing Indebtedness and to
prevent any default on such indebtedness,any default under the instruments evidencing such Indebtedness,or any
default under any security documents for such indebtedness.
No Modification. Grantor shall not enter Into any agreement with the holder of any mortgage or other security
agreement which has priority over this Mortgage by which that agreement is modified, amended,extended,or
4
MORTGAGE
(Continued) Page 4
renewed without the prior written consent of Lender. Grantor shell neither request nor accept any future advances
under any such security agreement without the prior written consent of Lender,
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and
Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal party in such proceeding,but Lender shall be entitled to participate In the proceeding and to be
represented In the proceeding by counsel of its own choice,and Grantor will deliver or cause to be delivered to
Lender such Instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by
any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net
proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' lees
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 pert 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 end continue Lender's lien on the
Reai Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, perfecting or continuing this Mortgage, Including without limitation all taxes, fees,
documentary stamps,and other charges for recording or registering this Mortgage. •
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of
Mortgage or upon all or any pert of the Indebtedness secured by this Mortgage; 121 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 14) a
specific tax on all or any portion of the Indebtedness or on payments of principal end 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 shall have the same effect as an Event of Default,and Lender may exercise any or all of Its available
remedies for an Event of Default as provided below unless Grantor either (11 pays the tax before It becomes
delinquent,or 12) contests the tax as provided above in the Taxes and Liens section and deposits with Lender
cash or a sufficient corporate surety bond or other security satisfactory to 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 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 shell 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,the 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 shag 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 131 days after receipt of written demand from Lander to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor tdebtor) and Lender (secured party) from which information
concerning-the-security-Interest-- ented-by-this-Mortgage-may-be-obtained-teach a ,squired by the Uniform
Commercial Code)are as stated on the first page of this Mortgage.
FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and
additional authorizations are a part of this Mortgage:
Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and
deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by
Lender,cause to be filed,recorded,raffled,or rerecorded,as the case may be,at such times end In such offices
and places as Lender may deem appropriate,any and all such mortgages,deeds of trust,security deeds,security
agreements, financing statements, continuation statements, instruments of further assurance, certificates, and
other documents as may,in the sole opinion of Lender,be necessary or desirable In order to effectuate,complete,
perfect, continue, or preserve IiI Grantor's obligations under the Note, this Mortgage, end the Related
Documents,and (2) the liens and security Interests created by this Mortgage on the Property,whether now
owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary In writing,
Grantor shall reimburse Lender for all costs and expenses Incurred In connection with the matters referred to in this
paragraph.
Additional Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph,Lender
may do so for and in the name of Grantor and at Grantor's expense, For such purposes, Grantor hereby
Irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or
desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is
understood that nothing set forth herein shall require Lender to take any such actions.
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 falls 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
•
MORTGAGE
(Continued) Page 5
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 Stotements. 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 Collateralizatlon. 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)of 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 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 le 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.
Existing Indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is
not made within the time required by the promissory note evidencing such Indebtedness,or a default occurs under
the Instrument securing such Indebtedness and Is not cured during any applicable grace period in such instrument,
or any suit or other action is commenced to foreclose any existing lien on the Property.
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 breach 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; (1) cures the default within
fifteen(161 days;or (2) if the cure requires more then fifteen(1 61 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 en 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.
Uee-Ramudies: hIr raspnurto all or any part of the Persona) Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and
collect the Rents,including amounts past due and unpaid,and apply the net proceeds,over and above Lender's
costs,against the Indebtednese. In furtherance of this right,Lender may require any tenant or other user of the
Property to make payments of rant or use fees directly to Lender. If the Rents are collected by Lender, then
Grantor irrevocably authorizes Lender to endorse instruments received In payment thereof In the name of Grantor
and to negotiate the 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 exercise its rights under this subparagraph either in person, by agent, or
through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of
the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or
sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the
receivership,against the Indebtedness. The receiver may serve without bond 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,for which this Mortgage,or a copy of this Mortgage
verified by affidavit,shall be a sufficient warrant;and thereupon a writ of possession may be issued forthwith,
without any prior writ or proceeding whatsoever,
Nonjudicial Sale. 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.
i _
MORTGAGE
(Continued) Page 6
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 (1)
pay a reasonable rental for the use of the Property,or (21 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 Sale. 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(10)
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.
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 be construed so as to limit or restrict the rights and remedies available to
Lender following an Event of Default,or in any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against
any other collateral directly or indirectly securing the Indebtedness.
Attorneys'Fees;Expenses. If Lander institutes any suit or action to enforce any of the terms of this Mortgage,
Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and
upon any appeal. Whether or not any court action is Involved, and to the extent not prohibited by law, all
reasonable expenses Lender Incurs that in Lender's opinion are necessary at any time for the protection of Its
interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear
interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include,
without limitation, however subject to any limits under applicable law,Lender's reasonable attorneys' fees and
Lender's legal expenses,whether or not there Is a lawsuit,Including reasonable attorneys'fees and expenses for
bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any
anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including
foreclosure reports), surveyors' reports, and appraisal fees and title Insurance, to the extent permitted by
applicable 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 telefecsimile (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 lion which has priority
over this Mortgage and notices pursuant to 42 Ps.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. IA) 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-I ee P Cc e s a1e4,--(g, , rcanter-sends-e-written-netlee-te-ender-which-pnrports-taikttil,l,e
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: 111 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;131 for costs Incurred for the protection of the Property or
the lien of this Mortgage;14) 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 15) 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 alter any such notice by Grantor shall be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage,together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given In writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property Is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender,upon request,a certified statement of net operating Income received from the Property during Grantor's
previous fiscal year In such form and detail as Lender shall require. "Net operating income"shall mean all cash
receipts from the Property less all cash expenditures made in connection with the operation of the Property.
Caption Readings. Caption headings In this Mortgage ere 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 part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lender and
Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent is
required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, Invalid, or
unenforceable as to any 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
•
MORTGAGE
(Continued) Page 7
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
unanforceebillty of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other
provision of this Mortgage.
Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or
estate in the Property at any time held by or for the benefit of Lender In any capacity,without the written consent
of Lender.
Successor interests. The terms of this Mortgage 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 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 doter 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 oo-makers signing the
Note and all their successors and assigns.
Default. The word"Default"means the Default set forth In this Mortgage in the section titled"Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42
U.S.C.Section 9601,at seq.("CERCLA"),the Supertund Amendments and Reauthorization Act of 1986,Pub.L.
No.99-499("SARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource
Conservation and Recovery Act,42 U.S.C.Section 6901,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,
Existing Indebtedness. The words"Existing Indebtedness"mean the indebtedness described In the Existing Liens
provision 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-wend=lndebtedeesa=means-all-prinoipat fnterest-and-other a,tuunls, Gusts end expe„sea
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under
this Mortgage, together with Interest on such amounts es 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 data of this Mortgage. Specifically,without limitation,indebtedness includes all amounts that
may be Indirectly secured by the Cross-Collaterallzatlon provision of this Mortgage.
Lender. The word"Lender"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
$640,000.00 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 data of
the Note Is July 8,2019.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
Personal Property. The words "Personal Property" mean all equipment,fixtures, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property;
together with all accessions, parts,and additions to,all replacements of, and all substitutions for,any of such
property; and together with all proceeds (including without limitation all Insurance proceeds and refunds of
premiums)from any sale or other disposition of the Property,
Property. The word"Property"means collectively the Real Property and the Personal Property.
Real Property. The words"Real Property"mean the real property,Interests and rights,as further described In this
Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter
existing,executed in connection with the Indebtedness.
Rents. The word"Rents" means at present and future rents,revenues, income, Issues, royalties, profits,and
other benefits derived from the Property.
•
MORTGAGE
(Continued) Page II
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:
GURUGOVIND LC
,Y .sc; .tom<•
BY n..
Navin K.Patel M mbar of Gur govind,LLC
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BY ) E?�F u• _ .:�.:`,s 3..ISeon
e fat .P el Mem er or Guru ovind LLC
B .'..:.s'r�n "x e li at:.a &�w.^ ,ci',-£€.;
Y. �(. 4 ,.,c. �,:1Sea11
Manoj 'Ertel,Member of Gurugovind,LLC
Kan bharR.PIRQVile b o Gurugovind,LLC
Signed,acknowledged and del,,rod In the presence of:
X • 11YIWi+� (,,.a to AQG
Witness
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,PAPA 72 7
Attorney or Agent for Mortgagee
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
�s}J pHI Al I SS
COUNTY OF I
Or)this,the o day of J ty ,20 O4' before me
111r( l't(l()butt ,the undersigned Notary Public,personally appeared Navin K.Patel,Member of
Gurugovind,LLC;Laxmikant K.Patel,Member of Gurugovind,LLC;Manoj K.Patel,Member of Gurugovind,LLC;and
Kenjlbhel 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. t
authorized to Limited Liability d om an the soasgmembers or designated the
nated agents therein contained by signing the name of,t fia'b°t,„"'i^,r:!�2•;.,.
In witness whereof.I hereunto set my hand and official seal. 4,;;40 _sE tix
COMMONWEALTH OF PENNSYLVANIA / ( C(k +r2' .mod x'`
NOTARIAL SEAL — •,7 '' 414 ;ttr
MICHELLE ELLIOTT NOTARY Pt1BLICN nary Public In and for the State of _ /'LiiJ • . rj..• :74 ti...
DERRY TOWNSHIP DAUPHIN COUNTY .. ? pp,, v.
MY COMMISSION EXPIRES JUNE 9,2011 ; • ,
LASER PRO Lending,Ver.5.40.00.003 Copr.Harland Financial Solutions,Inc.1997,2008. All Rights Reserved. -
PA c:\CFI\LPL\G03.FC TR-20107 PR-1
•
EXHIBIT"A"—LEGAL DESCRIPTION
OPEN-END MORTGAGE AND SECURITY AGREEMENT FROM GURUGOVIND,LLC,
TO ORRSTOWN BANK DATED JULY 8,2008
PARCEL NO.I(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 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 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 I 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.R.).
it
I -
PARCEL NO.2(Cumberland County Tax Parcel No.10-14-0840-0401:
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 corner of lands now or formerly of Oscar N.
Pumarejo and Faye E.Punnarejo,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
j1
ROBERT P.ZIEGLER
RECORDER OF DEEDS :=
CUMBERLAND COUNTY
1 COURTHOUSESQUARE
CARLISLE,PA 17013 ' a "F �` Rc ,
717-240-6370 Ef
it
Instrument Number-200823385
Recorded On 7/9/2008 At 3:25:37 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
101 cu 9\
A,➢
8 11-reol RECORDER O A EDS
J
� 7760;
*-Information denoted by an asterisk may change during
the verification process and may not be reflected on this page,
000vxa
111111 1 X lIII
•
Ii
STRADLEY RONON STEVENS &YOUNG, LLP 1HE PROTHONO 1A.r,'
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire(ID No. 206442) 2313 NOV 20 AM tt 53
2600 One Commerce Square CUMBERLAND COUNTY
Philadelphia, PA 19103 AttorneyR%MAN agnolia
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. 13 1089D tt)It Ter
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$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 Note.
STRADLEY RONON STEVENS & YOUNG, LLP
November 18, 2013 By: GL"itt Steven J. White, Esquire
Attorneys for Plaintiff, Magnolia Portfolio, LLC
BUSINESS#1969911 v.1
Li i{� pt ,,�3»•
THE '1JTl'3O64Q !A . 9
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour(ID No. 41720) 2013 NOV 20 AM t _ 5
Steven J. White, Esquire(ID No. CUMBERLAND C O U N T 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
v. •
i
GURUGOVIND, LLC
•
•
NO. 13 - (11890 &V't�� 'f
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# 1969911 v.1
Y -
6. The address of Magnolia is 4675 Macarthur Court, Suite 1550,Newport Beach,
California 92660.
rian Sosner, Asset Manager of Sabal Financial
Group, LP,servicer for Plaintiff, Magnolia
Portfolio,LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS //
DAY OF NOVEMBER,2013
otary Public
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
My Commission Expires Apr 29.2017
-2 -
BUSINESS#1969911 v.1
STRADLEY RONON STEVENS &YOUNG, LLP
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire(ID No. 206442) 2013 NOV 20 M4 11: 51
2600 One Commerce Square
Philadelphia,PA 19103 CUMBERLAND COUNT .t
Attorneys for
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 - (o890 0;16 flrrr n
GURUGOVIND,LLC
•
1188 Greenfield Drive
•
Mechanicsburg,PA 17055
•
Defendant.
AFFIDAVIT OF NON-RETAIL SALES CONTRACT
AND NON-CONSUMER CREDIT TRANSACTION
1,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#1969911 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 credit .actio
Brian Sosner,Asset Manager of Sabal Financial
Group,LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS 1/
DAtttO�VEMR,2013
Notary Public 1
AUTN RYCKMAN
Notary UM Public
Baltimore County
Maryland
My Commission Expires Apr 29.2017
-2-
BUSINESS#1969911 v.1
•
STRADLEY RONON STEVENS &YOUNG, UP' HE t O''OT;-,C;
Gretchen M. Santamour(ID No. 41720) £013 NOV 20 AM ti; 514
Steven J. White,Esquire (ID No. 206442)
2600 One Commerce Square CUMBERLAND COUNT
Philadelphia,PA 19103 P E N N SA o N 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 -(s b Flew)
•
•
GURUGOVIND, LLC
•
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#1969911 v.1
4•. ■ j A•
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$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
Note)
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 Note.
7. The allegations in the Complaint are true and correct to the best of my knowledge,
information and belief.
fry t
- s s er,Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS /
DA OF OVEM: R,2013
Notary Public
AUTUMN RYCKMAN
Notary Public
Baltimore County
Maryland
My Commission Expires Apr 29,2017
BUSINESS#1969911 v.1
• IC•
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
unswom falsification to authorities.
Bri. osner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff,Magnolia
Portfolio, LLC
Dated:November 11 ,2013
BUSINESS#I969911 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 Lo89O B41 l-TE'flNl
•
GURUGOVIND, LLC
•
1188 Greenfield Drive
•
Mechanicsburg, PA 17055
•
•
Defendant.
JUDGMENT BY CONFESSION
AND NOW, this &b day of Nbv 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 $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 Note.
PROT OT Y
BUSINESS# 1969911 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
•
NO. 13 - tp 8qb "
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.
Crf
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#1969911 v.1