HomeMy WebLinkAbout13-7046 N i
STRADLEY RONON STEVENS & YOUNG ' J
LLP r ` i ' l r �
(
t; v 1
Gretchen M. Santamour ID No. 41720 )
I �U�
Steven J. White, Esquire (ID No. 206442) } 48 ln ,
2600 One Commerce Square t lim's J:
Philadelphia, PA 19103 Attorneys for Def n�1t'� OUt, }'
Tel. (215) 564 -8000 Kantaben K. Patel NIA
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.
KANTABEN K. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
ENTRY OF APPEARANCE AND CONFESSION OF JUDGMENT
PURSUANT TO PA RULE CIV. PRO. 2955(a)
Pursuant to the authority contained in warrant of attorney set forth in the that certain
Commercial Guaranty (the "Guaranty ") executed by Kantaben K. Patel (the "Defendant ") on
January 17, 2001, 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 $1,586,346.95,
calculated as of November 8, 2013, comprised as follows:
C� �
2- �a9��ss
BUSINESS # 1971827 v.1
Principal $ 1,440,213.31
Interest (as of 11/8/2013) $ 1,920.28
Attorney's Fees (10% of Unpaid Principal $ 144,213.36
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 1,586,346.95
together with interest, from and after November 8, 2013, at the per diem rate of $160.02, and all
costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as
authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
November 2013 By:
Gretchen Santamour, Esquire
Steven J. White, Esquire
2600 One Commerce Square
Philadelphia, PA 19103
Tel. (215) 564 -8000
Fax (215) 564 -8120
Attorneys for Defendant, Kantaben K. Patel.
pursuant to the Warrant of Attorney contained in
the Guaranty
-2-
BUSINESS # 1971827 v1
�• J
STRADLEY RONON STEVENS 8UN;<�rTl{
Gretchen M. Santamour (ID No. 417 7 0)
Steven J. White, Esquire (ID No. Agg4 V 2 P H 10: 4
2600 One Commerce Square C UMBERLA ND COUN
Philadelphia, PA 19103 PEENS YLVA
IA Attorneys for Defendant,
Tel. (215) 564 -8000 Kantaben K. Patel
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.
KANTABEN K. PATEL
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, Kantaben K. Patel, in the
amount of $1,586,346.95, together with interest, from and after November 8, 2013, at the per
diem rate of $160.02, and all costs of suit and collection costs, including, without limitation,
reasonable attorneys' fees, as authorized under the Guaranty.
STRAAD i/ DLEY� O RRONONSTEVENS & YOUNG, LLP
November �, 2013 By: � "'-�-� •
Steven J. White, Esquire
Attorneys for Plaintiff, Magnolia Portfolio, LLC
BUSINESS # 1971827 v.1
STRADLEY RONON STEVENS & YOUNG, LLP "` fig j � 1 1 0
Gretchen M. Santamour (ID No. 41720) x 3 ,
Steven J. White, Esquire (ID No. 206442) 41
2600 One Commerce Square
Philadelphia, PA 19103
:, -f� V v
Attorneyffi DU
gnolia Alatkif
Tel. (215) 564 -8000 Portfolio, LLC l a
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
V. ) NO.
KANTABEN K. PATEL
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 # 1971827 v.I
a a
3. Defendant, Kantaben K. Patel ( "Guarantor ") is an adult individual with
an address of 1188 Greenfield Drive, Mechanicsburg, PA 17055.
BACKGROUND
I. The Hari Ram Loan and the Guaranty
4. On or about January 17, 2001, the Lender extended a business loan to Hari
Ram, Inc. ( "Hari Ram ") in the principal amount of $2,669,000.00 (the "Loan ").
5. The Loan is evidenced by, inter alia, that certain Promissory Note dated
January 17, 2001, in the original principal amount of $2,669,000.00 (the "Note "), executed and
delivered from Hari Ram to Lender. A true and correct copy of the Note is attached hereto as
Exhibit B and incorporated by reference herein.
6. Hari Ram's obligations to Magnolia under the Note are secured by, inter
alia:
(a) That certain Open -End Construction Mortgage dated January 17,
2001 executed by Hari -Ram, Inc., in favor of the Lender, and recorded with the recorder
of deeds for Cumberland County, Pennsylvania, on January 22, 2001 in Book 1565, Page
111 (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
(formerly known as Lot 313, Bent Creek Subdivision), 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 Commercial Guaranty dated January 17, 2001,
executed by Guarantor in favor of the Lender (the "Guaranty "). Pursuant to the terms of
the Guaranty, the Guarantor absolutely and unconditionally guaranteed the full and
-2-
BUSINESS # 1971827 v.I
punctual payment and performance of Hari Ram's obligations under the Note and the
Hari Ram Mortgage. A true and correct copy of the Guaranty is attached hereto as
Exhibit D and incorporated by reference herein.
II. The Gurugovind Loans
7. On or about July 8, 2008, the Lender extended two business loans to
Gurugovind, LLC, a Pennsylvania Limited Liability Company ( "Gurugovind ") in the principal
amounts of $5,110,000.00 and $640,000.00 (collectively, the "Gurugovind Loans "). The
Gurugovind Loans are evidenced by, inter alia, (i) that certain Promissory Note dated July 8,
2008, in the original principal amount of $640,000.00 executed and delivered from Gurugovind
to Lender, and (ii) that certain Promissory Note dated July 8, 2008, in the original principal
amount of $5,110,000.00, executed and delivered from Gurugovind to Lender (collectively, the
"Gurugovind Notes ").
8. Gurugovind's obligations to Magnolia under the Gurugovind Loans 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. 200823383 (the "2008 Mortgage 1 ").
(b) 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 "2008 Mortgage 2," and together, with the 2008 Mortgage 1, the
"2008 Mortgages ").
-3-
BUSINESS 4 1971827 v.1
True and correct copies of the 2008 Mortgages and the Gurugovind Notes are attached hereto as
Exhibit E and incorporated by reference herein. The Note, the Hari Ram Mortgage, the
Guaranty, the 2008 Mortgages, and all other documents evidencing or collateral to the Loan are
referred to herein as the "Loan Documents."
9. Magnolia has not assigned the Loan Documents to any third party, and
Magnolia remains the current "holder" of the Loan Documents.
THE DEFAULTS
10. Magnolia incorporates by reference the averments in Paragraphs 1 through
9 of this complaint as if set forth at length herein.
11. Gurugovind is in default of its obligations under the Gurugovind Notes by
virtue of, inter alia, its failure to make payment when due of amounts payable to Magnolia under
the Gurugovind Notes (the "Gurugovind Defaults ").
12. As a result of the Gurugovind Defaults, Hari Ram is in Default of its
obligations to Magnolia under the 2008 Mortgages. See Exhibit D, 2008 Mortgages, page 5.
13. The Note provides that, in the event Hari Ram "fails to comply with or to
perform when due any other term, obligation, covenant or condition contained in this Note or
any agreement related to this Note, or in any other agreement [Hari Ram] has with Lender," Hari
Ram shall be in default of the Note as well. See Exhibit B, Note, page 1. Accordingly, as a result
of Hari Ram's default under the 2008 Mortgages, Hari Ram is in default of its obligations under
the Note.
14. The Guarantor is in default of her obligations under the Guaranty by virtue
of her failure to repay the outstanding balance due to Magnolia under the Note.
-4-
BUSINESS # 1971827 v.1
15. As a result of the defaults, the following amounts, computed as of
November 8, 2013, are immediately due and payable from Guarantor to the Lender under the
Guaranty:
Principal $ 1,440,213.31
Interest (as of 11/8/2013) $ 1,920.28
Attorney's Fees (10% of Unpaid Principal $ 144,213.36
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 1,586,346.95
Pursuant to the Loan Documents, Magnolia is also entitled to interest from and after November
8, 2013, at the per diem rate of $160.02, and all additional costs of suit and collection costs,
including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty.
16. The Guaranty contains a warrant of attorney that authorizes the Lender to
confess judgment against the Guarantor upon or after its default.
17. Notice of default was sent to Hari Ram and the Guarantor via overnight
delivery and first class mail on November 4, 2013, and all applicable notice and cure periods
under the Loan Documents have lapsed.
CONFESSION OF JUDGMENT
18. Magnolia seeks to confess judgment against the Guarantor under the
Guaranty, as authorized by the warrant of attorney contained in the Guaranty and executed by the
Guarantor.
19. Judgment has not been entered against the Guarantor in any jurisdiction on
the warrant of attorney contained in the Guaranty.
-5-
BUSINESS # 1971827 v.l
1 �
20. Judgment is not being entered against any natural person in connection
with a consumer transaction.
21. The Guaranty, which contains the warrant of attorney, is less than twenty
years old.
22. An Affidavit of Default and Assessment of Damages is attached hereto
and incorporated as if set forth fully herein.
23. The notice provisions of 41 P. S. § 101 et M. ( "Act 6 ") are inapplicable to
this action because the Lender is not accelerating the maturity of a residential mortgage.
24. Similarly, the provisions of 35 P.S. § 1680.403(c) ( "Act 91 ") are not
applicable to this action because, among other things, the Guaranty is not secured by the
principal residence of the Guarantor.
-6-
BUSINESS # 1971827 v.1
WHEREFORE, Plaintiff, Magnolia Portfolio, LLC, respectfully requests the entry
of judgment in its favor and against Defendant, Kantaben K. Patel, in the amount of
$1,586,346.95, together with interest, from and after November 8, 2013, at the per diem rate of
$160.02, and all costs of suit and collection costs, including, without limitation, reasonable
attorneys' fees, as authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
November2,6 2013 By:.�
GretcheA 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
-7-
BUSINESS # 1971827 v.1
EXHIBIT A
BUSINESS 4 1971827 v.1
Borrower Name: HART RAM, INC,
ALLONGE
This Allonge is made to that certain Promissory Note dated January 17, 2001 in the
original principal amount of $2,669,000.00 from HARI RAM, INC. 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 V11 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 N 121210
`Pool # 100
Reference 0 06001
Borrower Name: GURUGOVIND, LLC
ALLONGE
This Allonge. is .made to that certain Promissory Note dated July 8, 2008 in the original
principal amount of $5,110,000.00 from GURUGOVIND, LLC to Orrstown Bank, together with
all renewals, assignments, amendments, supplements, restatements and/or modifications.
It is intended that this Allonge be attached to and made a permanent part of the above -
referenced Note.
Pay to the order of MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability
company ("Assignee' ), without recourse or representation or warranty, express, implied or by
operation of law, of any kind and nature whatsoever, except as expressly provided in the Loan
Sale Agreement dated December 20, 2012 (the "Sale Agreement "), between ORRSTOWN
BANK, a Pennsylvania banking corporation, and Assignee, including, without limitation the
representations and warranties pursuant to Article VII of the Sale Agreement and the
indemnification obligations and other covenants, rights and remedies therein.
Executed effective as of December 20, 2012.
ORRSTOWN BANK, a Pennsylvania banking
corporation lk�
By;
Name: Zachary MJ1or
n
Title: SVP, SAG
Special Assets Group
Orrstown Bank Dfrering # 121210
Poo I # 100
Reference # 99001
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 Mkoynn
Title: SVP, SAG 01rector
Special Assets Group
Om sown Bank Offering # 121210
Pool # 100
Reference # 99002
CMTIPISD PROVEXTY IOMTTIPICILTICY 14 MMS
38 -07 -0459 -074 - SILVER SPRING
OCQIS REGISTRY 02/14/2023 BY DC
TM. DOCUMENT PREPARED BY
AND UPON RECORDATION, RETURN TO:
ANDERSON, MCCOY dt ORTA, P.C.
I 0 North Broadway, Suite 2600
Oklahoma City, OIL 73102
Telephone: (888) 236-0007
Cumberland County, State of Ps annsyfvanin
Tax Map Na or Tax Parcel Identification N4R: 3&074459-074
I c t fy that the precise address of the Assigned is c/o Sabel Financial Group, L.P., 4675 MacArthur
Court, Suite 1550, Newport Beach, CA 92660
Nick ]lone
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 " Assitmar "), for value
received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia
Portfodo, LLC, a Debrware limited liability compmW, its successors and assigns (hereinafter
referred to as " Asd ee " having an address of c/o Sabel Financial Croup, L.P., 46175
MacArthur Court, Suite 1550, Newport Beach, CA 92664, all of Assignor's right, title and
interest in and to that certain:
Alo Rce: 2510.037
Loan N ma HARI RAM INC
Loan Rd: 2635980f I
Open - End Construction Mortgage dated January 17, 2001, executed by HARI
RAM, INC, the grantor, to OnVown Bank, the Lender, recorded on January 22,
2001, in Book 1665, Page 111 in the Official Records of Cumberland County,
State of Pennsylvania ("Recorder's Office "), as the same may have been
assigned, amend, supplemented, restated or modified (the "Mortgage ").
The Mortgage covers the property described t mu%, less and exec% any portion of the property
previously released andlor reconveyed.
TO HAVE AND TO HOLD the same unto said MAGNOLIA. PORTFOLIO,
LLC, ITS SUCCESSORS AND ASSIGNS.
THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY ASSIGNOR.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
AMO Ref: 2510.037
Loa No= HAM RAM INC
Lana Rd-t 26339806001
IN WITNESS WHEREOF, Assignor has caused this. instrument to be executed this j day of
February, 2013.
ASSIGNOR:
ORRSTOWN BANK, a Pennsylvania banking corporation
By: Magnolia Portfoli LLC, a Delaware limited liability
company, ' s A
By:
Name: R. Patterson Jackso
Title: Authorized Signatory
tie. ,r C-f
...4Hcr� "Uecrc(d C
ACKNOWLEDGMENT 7a--inls,tru—,
STATE OF CALIFORNIA e «03
SS:
COUNTY OF ORANGE
On this day of February, 2013, before me rsonally appeared R. Patterson Jackson, as
Authorized Signatory for Magnolia Portfolio, L , (aware limited liability company, Attorney -in-
Fact for Orrstown Bank, a Pennsylvania ng corporation, known to me or proved to me on the basis
of satisfactory evidence to be the ns who executed the foregoing instrument, and they thereupon
duly acknowledged to me th executed the same to be their free act and deed.
WITNESS my hand cial seal.
Mycom ' ston expires: Name of Notary:
A'V"
AMU Rd..: 2510.037
L = Name: HARI RAM INC
Loan Ref.: 26354806001
State of California )
County of Orange )
On February 5, 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 sea]. LYNN MATTSON
Commission 1930475
Notary Public • Calilornia z
_ Orange County '
M Comm. Ex irei Mar 27.2015
(SEAL)
Notary Public Signature
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE -
CARLISLE, PA 17013
717 -240 -6370
Instrument Number - 201305010
Recorded On 2/14/2013 At 8:10:10 AM • Total Pages - 5
"Instrument Type - ASSIGNMENT OF MORTGAGE
Invoice Number - 129319 User.ID - MSW
• Mortgagor - IIARI RAM INC
*.Mortgagee - MAGNOLIA PORTFOLIO LLC
"Customer - SIMPLIIiILE 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
rzES of this legal document,.
COUNTY ARCHIVES FEE $2.00
ROD ARCHIVES FEZ $3.00
TOTAL PAID $50.50
I Certify this to be recorded
in Cumberland County PA
RECORDER OF DEEDS
* - lnfw nadm &-oared by = asttdsk ma damw Mning
the vntflcndm proms and pray not be rdkwted on this page.
CKRIIPIBD MWERT! IDENTIFICATION SUMMRH
30 -07 -0439 -074 - SUVEit SPR=O
=118 RIGISTRY,02 /20/2013 BY DC
THIS DOCUMENT PREPARED BY
AND UPON RECORDATION, RETURN TO:
ANDERSON, MCCOY & ORTA, P.C.
100 North Broadway, Suite 2600
Oklabomn City, OK 73102
Telephono. (888) 236-0007
Cumberland County, Strata of Pemsytvania
Tax Map No. or Tai Parcel IdentifladOn No.I 35.074499474
I certify flw the precise address of the Assignee is cio Sabel Financial Group, L.P., 4675 MacArthar
Court, Suite 1550, Ncwpnrt Beaab, CA 42660
iek llnne
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
=eived, dues by #hose 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 " AgdM j e " having an address of c!o Saba] Financial Group, L.P., 4675
MacArthur Court, Suite 1350, Newport Beach, CA 92660, all of Assignor's right, title and
interest in and to that curtain:
AMO 1d: 2310.144
Lawn Nam= GURUGOV[ND LLC
Low RcE: 264758M1
Open -End Mortgage and Security Agreement dated July 8, 2008, executed by
Hari -Ram, Inc., the grantor, to Onstown Bank, the Lender, recorded on July 9,
2008, as Instrument Number 200923383 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 ASSIGNA+lENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY, EXPRESS OR MffLIED, WRITTEN OR ORAL, BY ASSIGNOR.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
AMO Ref:: 2510.144
IA= Name: GURUGOVJND LLC
Lava Rd: 264758MI
a
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this J,�— day of
February, 2013.
ASSIGNOR:
ORRSTOWN BANK, a Pennsylvania banking corporation
By. Magnolia Portf lio, LLC, a Delaware limited liability
company, ' Att -i act
By:
Name: R. Patterson Jacks
Title: Authorized Signatory
� tc &A -F >b � O WE:/' v A J
ca -olA.d cn : 01 3 0 I a o13
ACKNOWLEDGMENT "r�+'�e.nf fi,r•
STATE OF CALIFORNIA } ;Lo t 3 ° 3 -� �►3 .
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 Del limited liability company, Attorney -in-
Fact for Orrstown Bank, a Pennsylvania banking co ion, known to me or proved to me on the basis
of satisfactory evidence to be the persons who a cuted 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:
AMO Rcf.: 2510.144
Loan Name: GURUGOVIND LLC
Loan Rd.; 26475899001
State of California
County of Orange )
On February , 2013, before me, Lynn Matison, 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.
certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITLESS my hand and official seal.
LYNN MATTS01i
Commission e 1930475
Notary Public . CatifomIA 'C
ig Or coanty
Comm, Es free Mar 27, 2015 r
(SEAL)
No Public Signature
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY '
1 COURTHOUSE SQUARE - -
CARLISLE, PA 17013 s.
717 - 240 -6370
Instrument Number - 201305589
Recorded On 2/20/2013 At 9:39:00 AM "Total Pages - 5
Instrument Type - ASSIGNMENT OF MORTGAGE
Invoice Number - 129742 User ID - KW
" Mortgagor - HARI- RAM INC
• Mortgagee - MAGNOLIA PORTFOLIO LLC
Customer'- SIMPLIFTLE LC &RECORDING
FEES
STATS WRIT TAX $0.50 Certification Page
STATS JCS /ACCESS TO $23.50
JUSTICE DO NOT DETACH
RECORD INCA FEES - $11.50
REQOIMZR OF DEEDS
PARCRL CERTIFICATION $10.00 This page is now part
FEES of this legal document.
COUNTY AFMrVES FEE $2.00
ROD ARCHnMS FEE $3.00
TOTAL PAID $50.50
I Certify this to be recorded
in Cumberland County PA
RECORDER OF DEMS
Infonwdon denoted by an asWkk nsay ehange dnring
the valf kaftm proms and aW bat be retieMd on this Page
Inst. # 201305644 - Page 1 of 5
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
38 -07- 0459 -074 - SILVER SPRING
CCGIS REGISTRY 02/20/2013 BY DC
I
I
i TIIIS 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.: 38 -07 -0459 -074
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
9& � 0111 �
Nick
� rzellone
ASSIGNMENT Or MORTGAGE
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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
i 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
I interest in and to that certain:
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AMO Ref: 2510.145
Loan Name: GURUGOVIND LLC
Loan Ref.: 26475889002
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Inst. $ 201305644 - Page 2 of 5
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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,
i 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.
i THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY ASSIGNOR.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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I AMO Ref.: 2510.145
Loan Name: GURUOOVIND LLC
Loan Ref.: 26475889002
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Inst. # 201305644 - 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 Portfoli LLC, a Delaware limited liability
company, i ne - i - <a
By: L-
Name: R. Patterson Jackson
Title: Authorized Signat�°,ry G'
J
dam. �U��' c( A
�ecc�rot -e.� cry : o, (3 01 a o 13
ACKNOWLEDGM i NT 'fin G+rL% -rr L&a 4
poi a o 3 z( 3
STATE OF CALIFORNIA )
SS:
COUNTY OF ORANGE )
On this day of February, 2013, before me person appeared R. Patterson Jackson, as
Authorized Signatory for Magnolia Portfolio, LLC, a Del are limited liability company, Attorney -in-
Fact for Orrstown Bank, a Pennsylvania banking cor tion, known to me or proved to me on the basis
of satisfactory evidence to be the persons who e cuted 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:
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AMO Ref.: 2510.145
Loan Name: GURUGOVIND LLC
Loan Ref.: 26475889002
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Inst. # 201305644 - Page 4 of 5
State of California )
County of Orange )
On February , 2013, before me, Lynn Mattson, Notary Public, personally appeared
R. Patterson Jac cso , 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.
LYNN MATTSON
i commission # 1930475
a •-� ae Notary Public - california z
z orange county D
SEAL) My Comm. Expires Mar 27, 2015
ary Publij� Signa ure
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Inst. H 201305644 - Page 5 of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY '
1 COURTHOUSE SQUARE
CARLISLE, PA 17013
- � r
717 -240 -6370
Instrument Number - 201305644
Recorded On 2/20/2013 At 11:11:37 AM * Total Pages - 5
* Instrument Type - ASSIGNMENT OF MORTGAGE
Invoice Number - 129767 User ID - BMM
* Mortgagor - HARI- RAM, INC
* Mortgagee - MAGNOLIA PORTFOLIO LLC
* Customer - SIMPLIFILE LC E- RECORDING
* FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS /ACCESS TO $23.50
JUSTICE DO NOT DETACH
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
c¢ cu�y
f RECORDER Or DEEDS
�7 so
* - Information denoted by an asterisk may change during
the verifleallon process and may not be reflected on this page.
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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. 6
Dated this ' of February, 2013
ASSIGNOR:
ORRSTOWN BANK, a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liabilit mp ,its Attorney- in -1~act
By;
Name: R. Patterson Jackson
Title: Authorized Signatory
AMO Ref.: 2510.037
Loan Name- HARI.RAM INC
Loan Rd: 26359806001
EXHIBIT "A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
That certain loan dated January 17, 2001, in the stated original principal amount of
$2,669,000.00, executed by HARI RAM, INC to ORRSTOWN BANK, which is secured by
property located in Cumberland County, State of Pennsylvania_
AMO Rd.: 2510.037
Loan Name: HARI RAM INC
Loan Ref.: 26359806001
EXHIBIT B
BUSINESS # 1971827 v.1
PROMISSORY NOTE
......._....:..rtfil�i . ............... ......an..t..............1aiu�r ::..,: ,::........................................................................ ...............,.....:_.::.:.:: = _....._....................
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Borrower HARI RAM, INC. (TIN: 23- 2512355) Lender ORRSTOWN BANK
1188 GREENFIELD DR. P.O. Box 250
MECHANICSBURG, PA 17055 Shippensburg, PA 17257
Principal Amount: $2,669,000.00 Initial Rate: 9.500% Date of Note: January 17, 2001
PROMISE TO PAY. HARI RAM, INC. ( "Borrower ") promises to pay to ORRSTOWN BANK ( "Lender "), or order, in lawful money of the United
States of America, the principal amount of Two Million Six Hundred Sixty Nine Thousand & 001100 Dollars ($2,669,000.00) 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. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan In accordance with the following
payment schedule;
12 consecutive monthly Interest payments, beginning February 17, 2001, with interest calculated on the unpaid principal
balances at an interest rate of 9.500% per annum; 24 consecutive monthly principal and interest payments of $24,878.58
each, beginning February 17, 2002, with interest calculated on the unpaid principal balances at an interest rate of 9.500%
per annum; i nd 216 consecutive monthly principal'and interest payments In the initial amount of $26,014.16 each,
beginning ebruary 17, 2004, with interest calculated on the unpaid principal balances at an interest rate of 0.500
percentage points over the Index described below. Borrower's final payment of $26,014.16 will be due on January 17, 2022.
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.
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. The annual interest rate
for this Note during the permanent loan phase is computed on a 3651360 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. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs
and late charges.
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 notice to Borrower. Lender will tell Borrower the current Index
rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The interest rate change will not occur -
more often than a r. The Index currently is 9.500% per annum. The interest rate or rates to be applied to the unpaid principal balance of
° this Note will be the rate or rates set forth above In the "Payment" section. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximu m rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the
following: (a) Increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (b) increase Borrower's payments
to cover accruing interest, (c) increase the number of Borrower's payments, and (d) continue Borrower's payments at the same amount and increase
Boirowees final payment.
PREPAYMENT. Borrower may pay without penalty 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, they will reduce the
principal balance due and may result in Borrower making fewer payments.
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.
DEFAULT. Borrower will be In default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any
promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition
contained In this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Borrower defaults under
any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the
Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any
material respect either now or at the time made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under
any bankruptcy or insolvency laws. (f) Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security Interest. This
includes a garnishment of any of Borrower's accounts with Lender. (g) Any guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition,. or Lender believes the
prospect of payment or performance of the Indebtedness is impaired. (I) Lender in good faith deems itself insecure.
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 (and no event of default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) if the cure requires more than fifteen (15) days,
Immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on
this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Upon default, including failure to pay upon final
maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note by 4.000 percentage points.
The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount This includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (Including
efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post— judgment collection services. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. If judgment is entered in connection with this
Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. This Note
01 -17 -2001 PROMISSORY NOTE Page 2
[oan No (Continued)
has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania If there Is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Cumberland County, the Commonwealth of Pennsylvania. This Note shall be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest In, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh i
accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent j
permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts.
COLLATERAL. This Note is secured by, in addition to any other collateral, a Mortgage and an Assignment of All Rents dated January 17, 2001, to
Lender on real property located in CUMBERLAND County, Commonwealth of Pennsylvania, all the terms and conditions of which are hereby
incorporated and made a part of this Note.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to
further loan advances. The following party or parties are authorized to request advances under the line of credit unfit Lender receives from Borrower at
Lender's address shown above written notice of revocation of their authority: KANJIBHAI R. PATEL, PRESIDENT; and LAXMIKANT K. PATEL, VICE
PRESIDENT & SECRETARY. 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 STATEMENTS. 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 Originial 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 yearend, 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.
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. 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, protest 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 Impalr, 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.
Ali 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. 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, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST
BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH
AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL
BALANCE AND. ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS
NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT
AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TiME AND
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER
MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND /OR
HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE 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 AND ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THE NOTE.
THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
BORROWER:
HARI RAM, INC.
By: %Gr' - - - -- -- - _ - -
KANJISHAI R. ATEL, PRESIDENT LAXMIKAN7 K. PATEL, VICE PRESIDENT & SECRETARY
Variable Rate.. LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.28c (C) Concentrex 2001 All rights reserved IPA -D20 F3.22a P3.2 9a 074200L.LN C2.OVLI
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EXHIBIT C
BUSINESS # 1971827 vA
RECORDATION REQUESTED BY:
G
ORRSTOWN BANK
r J P.0. Be. 2 69 r r } q [ D D
Shlppensburg,PA 17267
;;li }: }OF_RLAhO COUNTY -PA
WHEN RECORDED MAIL Tit: Q� �flN Z2 P�1 12 11
ORRSTOWN BANK
P.O. Box 260
Shlppenaburg,PA 17267
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SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
OPEN.- END CONSTRUCTION MORTGAGE
THIS MORTGAGE SECURES FUTURE ADVANCES
THIS MORTGAGE IS DATED JANUARY 17, 2001, between HARI RAM, INC„ whose address Is 1188 GREENFIELD
DR., MECHANICSBURG, PA 17055 (referred to below as "Grantor "); and ORRSTOWN BANK, whose address is
P.O. Box 250, Shippensburg, PA 17257 (referred to below as "Lender ").
GRANT OF MORTGAGE, For valuable consideration, Grantor granle, bargains, sells, conveys, assigns, tranalers, releases, confirms and
mortgagee to Lender all of Grantor's right, title, and Interest In and to the following described real property, together with all existing or subsequently
i erected or affixed buildings, Improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all filoodles,
privileges, tenements, hereditarnents, 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, royaitlos, and profits relating to the real property, Including without limitation all minerals, oll,•gas, geothermal and similar matters, located
In CUMBERLAND County, Commonwealth of Pennsylvania (the "Real Property "):
DEED DATED 2 -25-00 AND RECORDED IN BOOK 216 PAGE 724 IN SILVER SPRING TWP.
The Real Property or Its address is commonly known as LOT 3B BENT CREEK SUBDIVISION,
MECHANICSBURG, PA 17055.
Grantor presently assigns to Lender all of Grantor'a right, fide, and Interest In and to all 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.
DEFINITIONS. The following words shalt have the following meanings when used in this Mortgage, Terms not otherwise defined in this Mortgage shall
have the meanings attributed to such terms In the Uniform Commercial Cade. All references to dollar amounts shell mean amounts In lawful money of
the United States of America.
Existing Indebtedness. The words "Existing Indebtedness" mean the Indebtedness described below in the Existing Indebtedness section of this
Mortgage.
Grantor. The word "Grantor' means HARI RAM, INC,. The Grantor Is the mortgagor under this Mortgage.
Guarantor, The word "Guarantor" means and Includes without limitation each and all of the guarantors, sureties, and accommodation parties In
connection with the Indebtedness.
Improvements. The word "Improvements" means and Includes without limitation all oxistingg and future improvements, buildings, structures,
I mobile homes affixed on the Real Property, facilities, additions, replacements and other construxrfian on the Reel Property,
( Indebtedness. The word "Indebladnoss" means all principal and Interest payable under the Note and any amounts expended or advanced by
Lender to discharge obllgaflons of Grantor or expenses Incurred by Lender to enforce obligations of Grantor under this Mortgage, together with
Interest on such amounts as provided In this Mortgage. The Ilene 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.
Lender. The word "Lender" means ORRSTOWN BANK, Its successors and assigns. The Lender is the mortgagee under this Mortgage.
i e word "Mo ga sgsg r" rrea�is lISI3 Maftga�9 BStWasn GfaPttbi 6Tit3'Certdor, an - Includ"llmut'llmllation all assgmWisarid WU ty
Interest provisions relating to the Personal Property and Rents,
Note. The word "Note" means the promissory note or credit agreement dated January 17, 2001, In the original principal amount of
$2,669,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolldafiona of, and
substitutions for the promissory note or agreement. The maturity date of this Mortgage Is January 17, 2022 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 10 the Real Property; together with all accessions, pads, and additions to, all replacements of,
and all substitutions tor, any of such property; and together with all proceeds (Including without limllallon all Insurance proceeds and refunds of
premiums) from any sale or other disposition of the Property.
Property. The word "Properly' means collectively the Real Property and the Personal Properly.
Reel Property. The words "Real Properly" mean the property, Interests and rights described above In the "Grant of Mortgage" section,
Related Documents, The words "Related Documents" mean and Include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other Instruments, agreements and
documents, whether now or hereafter existing, executed In connection with the Indebtedness.
Rents. The word "Rents' means all present and future rents, revenues, Income, Issues, royalties, profits, and other benefits derived from the
Property.
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THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS
GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR CINDER THIS
MORTGAGE AND THE RELATED DOCUMENTS. 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 scoured 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 in default or until Lender exorcises Its right to collect Rents as provided for In the Assignment of Rents form executed
by Grantor In connection with the Property, Grantor may remain in possession and control of and operate and manage the Property and 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.
! Hazardous Substances. The terms "hazardous waste," "hazardous substance; "disposal," "release," and "threatened release," as used In this
! Mortgage, shall have the same meanings as set forth In the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Supedund Amendments and Reauthorization Act of 1986, Pub. L. No. 99• -499
( "SARA'), the Hazardous Materials Transportation Aot, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C.
i Section 6901, at seq., or other applicable state or Federal laws, rules, or regulations adapted pursuant to any of the foregoing. The terms
"hazardous waste" and "hazardous substance" shall also Include, without limitation, petroleum and petroleum by— products or any fractlon thereof
and asbestos. Grantor represents and warrants to Lender that: (a) During the period of Grantor's ownership of the Property, there has been no
use, generation, manufacture, storage, treatment, disposal, release or threatened �sp� any h o s waste or substance by any p erson o n,
000 K�t'It�JTAGEIiL --
I
01 -17 -2001 MORTGAGE Page 2
Loan No (Continued)
i undo?, about or from the Property; (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to
and acknowledged by Lander In writing, (1) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any
hazardous waste or substance on, under, about or from the Property by any prior owners or'occupants of the Property of QI) any actual or
threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and acknowledged by
Lender In writing, (1) neither Grantor nor any tonani, contractor, agent or other authorized user of the Property shell use, generate, manufacture,
I store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (II) any such activity shall be
conducted In compliance with all applicable federal, state, and local laws, regulations and ordinances, Including without ]Imitation those laws,
regulations, and ordinances described above. Grantor authorizes Lender and Its agents to enter upon the Property to make such Inspections and
tests, of Grantor's expense, as Lender may doom appropriata 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 and shall not be construed to create any responslbfi or liability on the
part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Orenl s due diligence In
Investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and waives any future claims against
Lender for Indemnity or contribution In the event Grantor becomes gable for cleanup or other costs under any such laws, and (b) agrees to
Indemnity and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may dirootty or
Indirectly sustain or suffer resulting from a broach of this section of the Mortgage or es a consequence of any use, generation, manufacture,
i storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the
Mortgage, Including the obligation to Indemnify, shall survive the payment of the Indebtedness and the sallsfaction and reconveyance of the Ilan of
i this Mortgage and shall not be affected by Lenders acquisition of any Interest In the Property, whether by foreclosure or otherwise.
j Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, of suffer any stripping of or waste on or to the
Property at any portion of the Property. Wilhout Ilmlting the generally of the foregoing, Grantor will not remove, or grant to any other party the
right to remove, any limber, minerals Qnotuding oil and gas), soli, graven or rook products without the prior written consent of Lender.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of
Lender. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace
such Improvements with Improvements of at toast equal value.
i Lender's Right to Enter. Lender and Its agents and representatives may enter upon the Real Property at all reasonable times to attend to
Lender's Interests and to Inspect the Property for purposes of Grantors compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter In
effect, of all governmental authorities applicable to the use or occupancy of the Property, Including without [Imitation, the Americans With
Disabilities Act. Grantor may contest In good falth 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 Lenders 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 Landers Interest.
Duty to Protect. Grantor agrees neither to abandon not leave unattended the Properly. Grantor shall do all other acts, In addition to those acts
sot forth above In this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property.
CONSTRUCTION LOAN. If some or oil of the proceeds of the loan creating the Indebtedness are to be used to construct or complete construction of
any Improvements on the Property, the Improvements shall be completed no later than the matudry date of the Note (or such earlier date as Lender
may reasonably establish) and Grantor shall pay in full all costs and expensas In connection with the work. Lender, at Its option, may disburse loan
proceeds under such terms and conditions as Lender may doom necessary to Insure that the Interest created by this Mortgage shall have priority over
all possible liens, Inducting those of material suppliers and workmen. Lender may require, among other things, that disbursement requests be
supported by recelpted bills, expense affidavits, waivers of liens, construction progress reports, and such other documentation as Lender may
reasonably request.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Its option, declare immediately due and payable all sums secured by this Mortgage upon the
sale or transfer, without the Lender's prior written consent, of all or any part of the Reel Property, or any Interest In the Real Property. A "Sale or
transfer" moans the conveyance of Real Property or any right, title or Interest therein; whether legal, beneficial or equitable; whether voluntary or
Involuntary; whether by outright sole, deed, Installment We contract, land contract, contract for deed, leasehold Interest with a term greater Than three
(3) years, leaso- option contract, or by sale, assignment, or transfer of any beneficial Interest In or to any land trust holding 1109 to the Real Property, or
by any other method of conveyance of Real Property Interest. If any Grantor is a corporation, partnership or limited liability company, transfer also
Includes any change In ownership of more than hvonty-flve percent (26%) of the voting stock, partnership Interests or limited liability company Interests,
as the case may be, of Grantor. However, this option shall not be exercised by Lender If such exercise Is prohibited by federal law or by Pennsylvania
law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage.
Payment. Grantor shag pay when due (and In all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges
and sower servico charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services
rendered or material furnished to the Property. Grantor shall maintain the Property free of all Dons having priority over or equal to the Interest of
Lander under Ihis Mort a e secs 1 for the [ten of taxes and assessments not due, except for the Existing Indebtedness referred to below, and
except as otherw se provide n e ow ng 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 Lenders Interest In the Property is not jeopardized. If a lion arises or Is filed as a result of nonpayment, Grantor shall within fifteen
(16) days after the Ilan arises or, If a Ilan Is Ned, within fifteen (16) days after Grantor has notice of the filing, secure the discharge of the Ilan, 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 Ilan plus any costs and attarneys' fees or other charges that could accrue its a result of a foreclosure or sale under the lien. In
any contest, Grantor shall defend Itself and Lender and shall satiety 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 shag upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the
Property.
Notice of Construction. Grantor shag notify Lender at least fifteen (16) days before any work is commenced, any services are furnished, or any
materials are supplied to the Property, If any mechanic's lien, matedaimon'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 Lander that Grantor can and will pay the
cost of such Improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to Insuring the Property are a pert of this Mortgage.
I
Maintenance or Insurance. Granter shall procure and maintain pciloles 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 clause In favor of Lender, Grantor shall also procure and maintain comprehenehre general
I Ilabillly Insurance In such coverage amounts as Lender may request with Lender being named as additional Insureds In such liability Insurance
policies. Additionally, Grantor shall maintain such other Insurance, Including but not limited to hazard, business Interruption and bollor Insurance
f as Lender may require. Policies shall be written by such Insurance companies and In such form as may be reasonably acceptable to Lender.
Grantor shag deliver to Lender certificates of coverage from each Insurer containing a stipulation that coverage will not be oanoollod or diminished
without a minimum of ten (10) days' prior wrifien notice to Lender and not containing any disclaimer of the Insurers Itabnity for failure to give such
notice. Each Insurance policy also shell Include an endorsement providing that coverage In favor of London wig not be Impaired In any way by any
act, omission or default of Grantor or any other person, Should the Real Property at any time become 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 Flood
Insurance for the full unpaid pdnclpal balance of the loan and any prior liens on the property securing the loan, up to the maximum polloy limits set
I 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
I fails to do so within fifteen (16) days of the casualty. Whether or not Lender's security Is Impaired, Lender may, at Its election, apply the proceeds
to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to
apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements In a manner satisfactory to
Lender. Lender shall, upon satisfactory proof of such expondllure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair
or restorallon if Grantor Is not In default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their recelpt and
which Lender has not committed to the repair or restoration of the Property shag be used first to pay any amount owing to Lender under this
Mortgage, then to pay accrued Interest, and the remainder, If any, shall be applied to the principal belan pl- indebted If Lander holds
any proceeds after payment In full of the Indebtedness, such proceeds shall be paid to Grantor. BOOK 16th? LACE =2
Unexpired Insurance at Salo. Any unexpired Insurance shag Inure to the benefit of, and pass to, the purchaser of the Property covered by this
i Mortgage at any trustee's sale or other sa held u n de r th p ro vi sions of this Mortgage, or et any foreclosure sale of such Property. _—
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01 -17 -2001 MORTGAGE Page 3
Loan No (Continued)
Compliance with Mdeting 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 shag 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 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
oxlsting potloy of Insurance showing; (a) the name of the Insurer, (b) the risks Insured; (c) the amount of the policy; (d) the property insured, the
then current replacement value of such property, and the manner of determining that value; and (a) 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.
EXPENDITURES BY LENDER, II Grantor fails to comply with any provision of this Mortgage, Including any obligation to maintain Existing Indebtedness
In good standing as required below, or If any action or proceeding Is commenced that would matodolly affect Lenders Interests In the Property, Lender
on Granloes behalf may, but shall not be required lo, take any action that Lender dooms appropriate. Any amount that Lender expends In so doing will
bear Interest at the rate provided for In the Note from the data Incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at
Lenders option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any
Instalment payments to become due during either (I) the term of any applicable Insurance policy or (h) the remaining term of the Note, or (o) be
treated as a balloon payment which will be due and payable at the Note's maturity. This Mortgage also will secure payment of these amounts. The
I { rights provided for In this paragraph shall be In addition to any other rights or any remedies to which Lender may be emitted on account of the default.
Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that It otherwise would have had,
i Grantors obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure Judgment.
WARRANTY; DEFENSE OF TITLE. The following provislons raiallag to ownership of the Property are a part or this Mortgage.
Title. Grantor warrants that: (a) Grantor holds good and marketable I tle of record to the Property In too simple, free and clear of all dons and
encumbrances other than those set forth In the Real Property desoriplion or In the Existing Indebtedness section below or In any Iltle Insurance
policy, 11119 report, or final title opinion Issued in favor of, and accepted by, Lender In connection with this Mortgage, and (b) Grantor has the full
right, power, and authority to execute and deliver this Mortgage to Lender.
Defense of Title. Subject to the exception In the paragraph above, Grantor warrants and will forever defend the 11119 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 M the proceeding by counsel of Lenders own choice, and Grantor will deliver, or
cause to be delivered, to Lender such Instruments as Lender may request from lime to lima to permit such parlbipatton.
Compliance With Laws. Grantor warrants that the Property and Grantors use of the Property complies with all existing applicable laws,
ordinances, and regulations of governmental authorities.
EXISTING INDEBTEDNESS. The following provisions concerning existing Indebtedness (the °Exlating Indebtedness) are 9 part of this Mortgage,
Existing Lien. The lien of this Mortgage asoudng the. Indebtedness may be secondary and Inferior to an existing lien. Grantor expresely
covenants and agrees to pay, or see to the payment of, the Exlstlng 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.
Default. It the payment of any Installment of principal or any Interest on the Existing Indebtedness Is nor made within the time required by the note
evidencing such Indebtedness, or should a default occur under the Instrument securing such Indebtedness and not be oured during any
applicable grace period therein, then, at the option of Lender, the Indebtedness secured by this Mortgage shall become Immediately due and
payable, and this Mortgage shall be In default.
No Modification. Grantor shah 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 renewed without the prior written consent of Lender. Grantor shah
neither request nor accept any future advances under any such security agreement without the prior written consent of Lender.
CONDEMNATION. The following provisions totaling to condemnaton of the Property are a part of this Mortgage.
Application of Net Proceeds. II 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 erection 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 casts, expenses, and
ahornays' fees Incurred by Lender in connection with the condemnaton.
Proceedings, If any proceeding In condemnation Is filed, Grantor shall promptly notify Lender In wdting, and Grantor shall promptly take such
steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal parry In such proceeding, but Lender shah be
entitled to pardolpale, 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 as may be requested by It from lima to ffmo to permit such participation.
IMPOSITION OF TAXES, FEES AND C HARGES BY GOVERNMENTAL AUTHORIT The fo ll o wing pro re t governmental t f
androhergasure thla
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents In addition to this Mortgage and take
i whatever other action Is requested by Lender to perfect and continue Lenders lien on the Real Property. Grantor shall reimburse Lender for all
taxes, as described below, together with all expenses Incurred In recording, perfecting or continuing this Mortgage, Including without limitation all
taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage.
I Taxes. The fallowing shag constitute taxes to which this section app (a) a speolAe tax upon this type of Mortgage or upon all or any part of
the Indebtedness secured by this Mortgage; (b) a speciflo tax on Grantor which Grantor Is authodzad or required to deduct from payments on the
Indebtedness secured by this type of Mortgage; (o) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and
i (d) a specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Grantor.
Subsequent Taxes. If any tax to which this section applies Is enacted subsequent to the data of this Mortgage, this event shall have the same
effect as an Event of Default (as defined below), and Lender may exercise any or all of Its available remedies for on Event of Default as provided
below unless Grantor either (a) pays the tax before It becomes delinquent, or (b) contests the tax as provided above in the Taxes and Llans
section and deposits with Lender cash or a sufficient corporate surety band 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
j Mortgage.
Security Agreement. This Instrument shall constitute a security agreement to the extent any of the Property constitutes fixtures or other personal
property, and Lender shag have all of the rights of a secured party under the Uniform Commercial Code as amended from time to lime,
Security Interest. Upon request by Lender, Grantor shag execute financing statements and take whatever other action is requested by Lender to
perfect and continue Lenders security Interest In the Rents and Personal Property. In addition to recording this Mortgage In the real property
records, Lender may, at any lima and without further authorization from Grantor, file executed counterparts, copies or reproductions of this
i Mortgage as a financing statement. Grantor shag reimburse Lender for all expanses Incurred In porfacling or continuing this security Interest.
i Upon default, Grantor shall assemble the Personal Properly In s manner and at a place reasonably convenient to Grantor and Lender and make It
available to Lender within three (3) days after receipt of written demand from Lender.
Addressee. The malting addresses of Grantor (debtor) and Lender (secured party), from which Information concerning the security Interest
granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code), are as stated on the first page of this Mortgage.
FURTHER ASSURANCE; ADDITIONAL AUTHORIZATION. The following provisions relating to further assurances and additlonal authorization are e
purl of this Mortgage.
Further Assurances. At any time, and from time to ems, 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, refiled, or
rerecorded, as the case may be, at such times and In such offloes and places as Lender may deem appropriate, any and an such mortgages,
deeds of trust, security deeds, security agreements, financing statements, contlnuailon 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, perfeaX, continue, or
I preserve (a) the obligations of Grantor under the Note, this Mortgage, and the Related Documents, and (b) the liens and security Interests
I created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or agreed to the
contrary by Lender In wriling, Grantor shall reimburse Lender for an costs and expenses Incurred I�]��jq4�y4gohon with �rdyp [tars referred to In this
paragraph. GOOK1bW 1J
Additional Authorization. If Grantor falls to do any of the things referred to In the preceding paragraph, Lender may do so for and In the name of
Grantor and al Grantor's expense, For such purposes, Grantor hereby Irrevocably authorizes Lender to make, execute, deliver, file, record and do
all other Ihin as may be necessary or desirable, In Lenders sole opinion, to accomplish the matters referred to In the preceding paragraph. It Is
j
y 01 -17 -2001 MORTGAGE Page 4
Loan No (Continued)
I
understood that nothing set forth heroin 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 eallsfacllon of Ihls Mortgage and suitable statements of termination of any flnancing
statement on file evidencing Lender's security Interest In the Rents and the Persona! Property. Grantor will pay, If permitted by applicable law, any
reasonable termination fee as determined by Lender from time to time.
DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default") under this Mortgage;
Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness,
Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for lazes or Insurance, or any
other payment necessary to prevent filing of or to effect discharge of any Eon.
Compliance Default. Failure of Grantor to comply with any other term, cbligalion, covenant or condition contained In this Mortgage, the Note or In
j any of the Related Documents.
Default In Favor of Third Pardee. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement,
` or any other agreement, In favor of any other creditor or person that may malerlaliy affect any of Grantors property or Grantor's ability to repay the
Note or Grantor's ability to perform Grantor's obligations under this Mortgage or any of the Related Documents.
False Statements, Any warranty, representation or statement made or lurnlshed to Lender by or on behalf of Grantor under this Mortgage, the
Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished.
Detective Collateralization. This Mortgage or any the Related Documents ceases to be In full force and effect (Including failure of any collateral
documents to create a valid and perfected security A l Inlorosl or Ilan) at any time and for any reason.
Insolvency. The dissolution or termination of Grantor's existence as a going business, 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.
Foreclosure, Fortelturs, etc, 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 of the Property. However, this subsection shall not apply
In the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the basis of the foreclosure or forefeiturs
proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to
Lender.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agraemont between Grantor and Lender that Is not remedied
within any grace period provided therein, Including without !Imitation any agreement concerning any Indebtedness or other obligation of Grantor to
Lender, whether existing now or later.
Existing Indebtedness. A default shall occur under any Existing Indebtedness or under any Instrument on the Property securing any Existing
Indebtedness, at commencement of any suit or other action to foreclose any existing Ilan on the Property,
Events ANecting 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. Lender, at Its option, may, but
shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory
to Lender, and, In doing so, cure the Event of Default.
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 deems Itself Insecure,
Right to Cure. If such a failure 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 (and no Event of Default will have occurred) If Grantor, after Lender sends written notice
demanding cure of such failure: (a) auras the failure within sdoen (16) days; or (b) If the ours requires more than fifteen (16) days, Immediately
Inlllates steps sufficient to cure the failure 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 any Event of Default and at any time thereafter, Lender, at Its 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. Subject to apppticabie law, Lender shad have the right at Its option without notice to Grantor to dealers the entire
Indebtedness Immediately due and payeblC.
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 Code.
Coltsct " Cenderstraithavelhe - rlght, - withootnmHceio - Grantor, to possesslo"Hhe- Property- and -collect- Ihe-Rents amoun
pest due and unpaid, and apply the not proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender
may require any levant or other user of the Properly 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 some
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.
j Appoint Reeelver. Lender shell have the right 10 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 Properly 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 shalt exist whether or not the apparent value of the Property exceeds the Indebtedness by a
I substantial amount. Employment by Lender shell not dlsquailfy a person from serving as a receiver.
i
Posseesion of the Property. For the purpose of procuring possesslon 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, shot be a sufficient warrant; and
thereupon a writ of possession may be Issued forthwith, without any prior writ or proceeding whatsoever.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to Lender after application of all
amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. It 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 (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property Immediately
upon the demand of Lender.
Other Remedles. 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 shell be free to sell all or any pad of the Property together or separately, in one sale or by separate
sates. Lender shall be entitled to bid at any public sale on all or any portion of the Property,
Notice of Site. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the fime after
which any private sate or other Intended disposition of the Personal Property Is to be made. Unless otherwise re ulred by all I e law,
reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. BOOK 16 PACE'a
I Waiver; Election of Remedles. A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waiver of or prejudice the
party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor under this Mortgage
i after failure of Grantor to perform shall not affect Lender's right to declare a default and exercise its remedies under this Mortgage.
Attorneys' Fees; Expenses. It Lender Institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover
l such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action Is Involved, all
j reasonable expenses Incurred by Lender that In Lender's opinion are necessary at any time for the protection of Its Interest or the enforcement of
j
X 01 -17 -2001 MORTGAGE Page 6
Loan No (Contlnued)
Its rights shell become a part of the Indebtedness payable on demand and shall bear interest from the date of expenditure until repaid at the rate
provided for In the Note. Expenses covered by this paragraph Include, without Ilmllation, however subject to any limits under applicable law,
Lender's attorneys' fees and Lender's legal expenses whether or not there Is a lawsull, Including attorneys' fees for bankruptcy prooead rigs
(inoluding efforts to modify or vacate any automatic slay or Injunction), appeals and any anticipated post- judgmenl collection services, the cost of
searching records, obtaining lido reports (Including foreclosure reports), surveyors' reports, and appraisal tees, 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 TO GRANTOR AND OTHER PARTIES. Unless otherwise provided by applicable law, any notice under this Mortgage shall be in writing,
may be sent by lelelaosimite (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally
recognized overnight courier, or, If mailed, shall be deemed effective when deposited In the United Stales mall first class, certified or registered mall,
postage prepaid, directed to the addresses 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 pangs address. All copies of
notices of foreclosure from the holder of any lien which has priority over this Mortgage, and notices pursuant 42 Pa. C.S.A. Section 8143, of seq., shall
be sent to Lender's address, as shown near the beginning of this Mortgage. For notice purposes, Grantor agrees to keep Lender Informed at all times
of Grantor's current address.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pert of this Mortgage:
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
j matters set forth in this Mortgage. No alteration of or amendment to [his Mortgage shall be effeotiva unless given In writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.
i Annual Reports. If the Property Is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified
1 statement of net operating Income received from the Property during Grantor's previous fiscal year In such form and detail as Lender shall require.
j "Net operating Income" shall moan all cash receipts from the Property less all cash expenditures made In connection with the operation of the
Property.
Applicable Law. This Mortgage has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. This
Mortgage shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania.
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.
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,
i Multiple Parties; Corporate Authority. All obligations of Grantor under this Mortgage shall be joint and several, and all references to Grantor
shall mean each and every Grantor, This means that each of the persons signing below Is responsible for all obligations In this Mortgage.
Sevefablllty, If a court of competent jurisdiction finds any provision of this Mortgage to be Invalid or unenforceable as to any person or
circumstance, such finding shall not render that provislon Invalid or unenforceable as to Any other persona or circumstances. If foeslble, any suoh
offending provision shall be deemed to be modified to be within the limits of enforceabtilty or validity; however, If the offending provision cannot be
so modified, It shall be stricken and all other provisions of this Mortgage In all other respects shall remain valid and enforceable.
Succeswra and Assigns. Subject to the limtlatlons stated In this Mortgage on transfer of Grantor's Interest, this Mortgage shell be binding upon
and Inure to the benefit of the parties, their helm, personal representatives, successors and assigns. If ownership of the Props ny becomes vested
In a person other than Grantor, tender, without notice to Grantor, may deal with Grantors successors with reference to ilia Mortgage and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the
Indebtedness.
Time Is of the Essence. Time Is of the essence in the performance of this Mortgage.
Waivers and Consents. Lender shall not be deemed to have waived any rights under this Mortgage (or under the Related Documents) unless
such waiver Is In writing and signed by Lender. No delay or omission on the pan of Lender In exercising any right shall operate as a waiver of
such tight or any other right. A waiver by any party of a provision of this Mortgage shag not constitute a waterer of or prejudice the party's right
otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between
Lender and Grantor, shall constitute a waiver of any of Lenders rights or any of Grantors obligations as to any future transaouons. Whenever
consent by Lander Is required In 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,
! GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS.
THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GRANTOR:
HARI RAM, INC.
,•,
.ai r ae
KANJIBHA R. PATEL, PRESIDENT
A) MI CANT I . ATEL, VICE PRESIDENT 6 SECRETARY
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ATTEST•
Corporate Seel )
— Secfaldry or Atalstant Secretary
Signed, acknowledged and delivered In the presence of:
X
Witness
' X
Witness
CERTIFICATE OF RESIDENCE
I hereby certify, that the precise address of the mortgagee, ORRSTOWN BANK, herein Is as follov;s:
P.O. Box 260, ShlppenabUrg, PA 17267
1 'Allorney,orAQent fa MdlQeQee
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i r 01 -17 -2001 MORTGAGE Page 6
Loan No (Continued)
i CORPORATE ACKNOWLEDGMENT
STATE OF �e�ttt'u. 1
) 88
C0uNTY OF
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On this, the v� day of (xtlu0r 20 O� before me S(r�Cy to �j =f1CG , the
undersigned Notary Public, personally appeared NJIBHAI R. PATES and t.AXMIKANT K. PATSL who acknowledged themselves to be
PRESIDENT and VICE PRESIDENT & SECRETARY of HARI RAM, INC., a corporation, and that they as such PRESIDENT and VICE PRESIDENT &
SECRETARY, 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 and VICE PRESIDENT & SECRETARY.
In witness whereof, I hereunto set my hand and official seal, �1
Gy1���n`
Note P Ilo In and for the S tate of er,2+ 1Va k..
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EXHIBIT D
BUSINESS # 1971827 v.I
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COMMERCIAL GUARANO
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................................:. ?�a.:.:::.....:...........,.........................................................._.... ............................... _.............................................-.--.._.:::: ::::::::.....?f.......�r�......
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Borrower: HARI RAM, INC. (TIN: 23- 2512355) Lender: ORRSTOWN BANK
1188 GREENFIELD DR. P.O. Box 250
MECHANICSBURG, PA 17055 Shippensburg, PA 17257
Guarantor KANTABEN K. PATEL
AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, Including without limitation the principal Note amount of Two Million SIX
Hundred Sixty Nine Thousand & 001100 Dollars ($2,669,000.00).
GUARANTY. For good and valuable consideration, KANTABEN K. PATEL ( "Guarantor ") absolutely and unconditionally guarantees and
promises to pay to ORRSTOWN BANK ( "Lender ") or its order, on demand, In legal tender of the United States of America, the Indebtedness
(as that term is defined below) of HARI RAM, INC. ( "Borrower ") to Lender on the terms and conditions set forth In this Guaranty.
DEFINITIONS. The following words shall have the following meanings when used in this Guaranty:
Borrower. The word "Borrower" means HARI RAM, INC..
Guarantor. The word "Guarantor" means KANTABEN K. PATEL.
Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated January 17, 2001.
Indebtedness. The word "Indebtedness" means the Note, including (a) all principal, (b) all interest; (c) all late charges, (d) all loan fees and
loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses
include without limitation all of Lender's attorneys' fees and Lender's legal expenses, whether or not suit is instituted, and attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services.
Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns.
Note. The word "Note" means the promissory note or credit agreement dated January 17, 2001, in the original principal amount of
$2,669,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the promissory note or agreement.
Related Documents. The words 'Related Documents" mean and include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the
Indebtedness described above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral
securing this Guaranty.
The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender elther in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. The
liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties.
NATURE OF GUARANTY. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier
by reason of acceleration or otherwise, of all Indebtedness within the limits set forth in the preceding section of this Guaranty.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue In full force until all Indebtedness shall have been fully and finally paid and satisfied and all other
obligations of Guarantor under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (a) to make one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer then the
original loan term, (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any
manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness;
(f) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the
terms of the controlling security agreement or deed of trust, as Lender In its discretion may determine; (g) to sell, transfer, assign, or grant
participations In all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty In whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements
of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty Is executed at
Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of
this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation
of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender,
sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon
Lender's request, Guarantor will provide to Lender financial and credit information In form acceptable to Lender, and all such financial Information
which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and
fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in
Guarantor's financial condition since the data of the most recent financial statements provided to Lender and no event has occurred which may
materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including
01- 17,.,2001 COMMERCIAL GUARANI Page 2
"Loan ko (Continued)
those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's
financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way
affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information
or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to
extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser,
or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for
payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any
collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or
private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any
matter whatsoever.
If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor' of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti— deficiency" law or any other law which may
prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of
any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of
any other guarantor or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full
in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the
Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor Is commenced there is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any
similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the
Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the
extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a
contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of
Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter In the possession of or
on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be exercised
without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security Interest or by any delay In so doing. Every right of setoff and
security Interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower
becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee In
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness. if Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender
hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute
such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this
Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a
lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of
Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's
legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and
Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lenders attorneys' fees and legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or
01 -17 - , 2001 COMMERCIAL GUARANT46 Page 3
.. Loan 40 (Continued)
vacate any automatic stay or injunction), appeals, and any anticipated post — judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Notices. All notices required to be given by either party to the other under this Guaranty shall be In writing, may be sent by telefacsimile (unless
otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or
when deposited In the United States mail, first class postage prepaid, addressed to the party to whom the notice Is to be given at the address
shown above or to such other addresses as either party may designate to the other in writing. If there Is more than one Guarantor, notice to any
Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's
current address.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty In the singular shall be
deemed to have been used In the plural where the context and construction so require; and where there Is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and
any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of
them. Caption headings In this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this
Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance,
such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty
in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, It is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act
on their behalf, and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver Is given In writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of
a provision of this Guaranty shag not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a
waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required
under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent Instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN
FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR
SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY
GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORITY, BUT SHALL CONTINUE FROM TIME.TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANTY, GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND /OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JANUARY 17, 2001.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
KAN ABEN K. PATEL
LASER PRO, Rey. U.S. Pat. BT. M. off.,Ver.3.28o(C)Concentrex2001 All right$ reserved, IPA- E20F3.28P3.28a07420CL.LNC2.OVL1
I
EXHIBIT E
BUSINESS # 1971827 v.]
PROMISSORY NOTE
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any panic
Any item above containing has been omitted due to text length limitations.
1188 Greenfield Drive SEVEN GABLES OFFICE
Mechanicsburg, PA 17055 77 EAST KING STREET
P 0 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
States m America, the principal amount mSix Hundred Forty Thousand mmm00 Dollars ($640,000.00) or so much as may be
together With interest on the unpa 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 u subject to any payment ,ha es
resulting from changes in the Index, Borrower Will pay this loan In accordance vh6th 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 w//vv,v). mu"mno /"an initial interest rate of ".""°°' °""=~,....,~. and in
payment o,*s.aso'o4vnJmva.ao1e'*�nxue�o vmmmo�xvnma vn»mu �mc/nu/*�ov,oxuton/nm�w*t rate based nn�ewoo�uww
pn (currently eomom) ' mxumnsmunmm���m,�m�o«��ou.�' Tm,o«u�ouuvmah,ovmommbaxwuvn�e wnmwton
payments will be made exactly as scheduled and that the Index does not change; the — a ctual m will mo 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 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, muffiplied 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 mte,vm pwv on this mom is subject m '»unw, from time mtime uowm on changes In an independent index
which is the Wail Street Prime (t "Index"). The Index Is not necessarily the lowest rate charged ux Lender vn its loans. n the index becomes
unavail during the term v/ this loan, Lender may uvsignoteaxuumumwmuoxaom,nvohxnoav"nwo
Index rate upon Borrower's request. The interes rate change will not occur more often than each day. Borrower understands that Lender ma
momm mxov uooau on mmv, m*eo as =ell. The Index currently is s'000pa per annum. Two immmut ,um or mmo 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 pa stream. woTnie: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
uvn»rvo/o law. wmonvvo, momxoou vcvu, in the interest mte. Lmnun' at its o ption, may do one or more of the following: (m increase Borrower's nuvmwn^s to ensure Borrower's loawill un ~� nov off o» its originoriginal final maturity date, increase (namo av,�o,x novm*mx to ovwm
accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's pa at t same amoun and increase
Borrower's final payment.
PREPAYMENT PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment pen alty: Should Borrower all or
any amount of principal during the next five (5) years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00%)
prepayment penalty. The assessment percentage shall decrease one percent (1.00%1 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 isgreater.
interest �^ ^� mom shall on increased »v
/mrsnsar Aprsn mspAuLr unvn ummm� including �xum,o pay upon final maturity. the n�m �m on x
' n Margin"). The oe�um n�o M°nym aoox also onnw to each m,cvooui,n m^am� m�
ad ding 3.000 � a� ~ �o("Default u� a�m
"^~^»~ me
~"^ ~~~'~^~ ~~"~ -- '^~- t he r e -''' d A ' m aturity, nomo�on��onmmum,v^nommnwuxu`mmou".
Default Rate wm�v�u�o�unn�mmw m ' / event will the
interest will --�' woou*w after modate u,mu�` monmmo^meamoj�gmomixanvo�u. However, in `
interest rate ex ceed the maximum interest rate limitations under applicable law.
DEFAULT. Each ofthe following s constitute an event of default rEventmDemult'> under this Note'
Payment Default. Borrower fails m make any payment when due under this Note.
other oomuuo ovnv°o,,aox �ux perform any other term, obligation, vv�montp,r"nmyon contained m ,m" momv,m
' ~—''~ ux '�� *o"^m,,wmn um�oavn covenant o,,vnumvn",m=/�mm an wmo,uupmmon,
xnvn,m�,o�mouuvvumon*mv,mcvmmv= o, *v ' '
�
between Lender and aonv=«''
> --
PROMISSORY NOTE 1
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.
Oeath 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 05)
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 820.00 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 taw, Lender reserves a right of setoff in all Borrower's accounts with tender (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.
OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s)
with us in excess of the available collected balance in the account(s). .
. PROMISSORY NOTE
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(les) should be sent to
us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257.
GENERAL PROVISIONS. This Note is payable on demand. The Inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or Impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it
will not affect the enforceability of any other provisions of this Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS
OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL
BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN
REPRESENTED BY INDEPENDENT. LEGAL COUNSEL.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
GURUGOV LLC
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LASER PROUD ,. Vx. S. OOAO(i Cop. H a Fnexw So *m M, 199). 2009. M mghu Re e:wE. - PA e:1GE LMDM0 18.2010) MI
PROMISSORY NOTE '
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.....$....,.......... r���aQ.:. ��- �$.:.��}� ....... ............ f��." ��8$ ��t3� '€ ::: :'l.l�::a:�4� ..:..... .:...._.. ;....... :.._, JNB� .:•..:;;.;:::.;;;- : :.:_::.:;;:;
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing " "'" has been omitted due to text length limitations.
Borrower: Gurugovind, LLC Lender: ORRSTOWN BANK
1188 Greenfield Drive SEVEN GABLES OFFICE
Mechanicsburg, PA 17055 77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG, PA 17257
Princlpal Amount: $5,110,000,00 Initial Rate: 6.250% Date of Note: July 8, 2008
Maturity Date: July 8, 2029
PROMISE TO PAY. Gurugovind, LLC ( "Borrower ") promises to pay to ORRSTOWN BANK ( "Lender "), or order, in lawful money of the United
States of America, the principal amount of Five Million One Hundred Ten Thousand & 00 /100 Dollars ($5,110,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of
each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes
resulting from changes in the Index. Borrower will pay this loan in accordance with the following payment schedule: 12 monthly consecutive
interest payments, beginning August 8, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per
annum; 48 monthly consecutive principal and interest payments in the initial amount of $37,625.94 each, beginning August 8, 2009, with
interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 191 monthly consecutive principal and interest
payments in the initial amount of $34,511.45 each, beginning August 8, 2013, with interest calculated on the unpaid principal balances at an
interest rate based on the Wall Street Prime (currently 5.000 %). resulting in an initial interest rate of 5.000 %; and one principal and interest
payment of $34,510.64 on July 8, 2029, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street
Prime (currently 5.000 %). resulting in an initial interest rate of 5.000%. This estimated final payment is based on the assumption that all
payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued
interest not yet paid, together with any other unpaid amounts under this Note_ Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The
annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which Is the Wall Street Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate or rates to be applied to the unpaid
principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this
Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the
just - ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover
accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase
Borrower's final payment.
PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon
prepayment of this Note. Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during
the next five (5) years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00 %) prepayment penalty. The assessment
percentage shall decrease one percent (1.00 %) per annum to par. Lender acknowledges that excepted from this assessment will be principal
payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any
prepayments generated as a result of a refinancing at any other financial institution. Except for the foregoing. Borrower may pay all or a portion
of the amount owed earlier than is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation
to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments.
Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a
payment. Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further
amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that
indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG,
PA 17257_
LATE CHARGE. If a payment is 16 days or more late. Borrower will be charged 5.000% of the regularly scheduled payment or $60.00,
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
I
PROMISSORY NOTE
Loan No: 2$475889001 (Continued) Page 2
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower,
the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout,
or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RiGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,
whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to
all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any
and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff
rights provided in this paragraph.
COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein:
(A) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 4900 and 4930 Woodland Drive,
Enola, PA 17025" and located in Cumberland County, Commonwealth of Pennsylvania.
(B) an Assignment of All Rents to Lender on real property described as "Real Property located at 4900 and 4930 Woodland Drive, Enola,
PA 17025" and located in Cumberland County, Commonwealth of Pennsylvania.
(C) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard,
Mechanicsburg, PA 17050" and located in Cumberland County, Commonwealth of Pennsylvania.
(D) an Assignment of All Rents to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard,
Mechanicsburg, PA 17050" and located in Cumberland County, Commonwealth of Pennsylvania.
(E) inventory, chattel paper, accounts, equipment and general intangibles described in Commercial Security Agreements dated July 8,
2008.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further
information concerning this requirement is set forth in the Security Agreement and Mortgage and in the Agreement to Provide Insurance, all the
terms and conditions of which are hereby incorporated and made a part of this Note.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled
to further loan advances. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records, including daily computer print -outs.
FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax.Retums and /or CPA prepared Financial Statements and
any other financial information, required by the Lender's Original Commitment Letter to the Borrower, on an annual basis. If the Lender does not
receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to
increase the interest rate charged on this Note by 0.25 %. The Borrower shall receive written notification ten (10) days prior to the Lender
increasing the interest rate charged on this Note.
PROMISSORY. NOTE
Loan No: 26475889001 (Continued) Page 3
OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s)
with us in excess of the available collected balance in the account(s). .
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to
us at following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are Joint and several. If any portion of this Note is for any reason determined to be unenforceable, it
will not affect the enforceability of any other provisions of this Note.
CONFESSION OF, JUDGMENT. BORROWER HEREBY IRREVOCABLY .AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT. COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS
OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL
BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS, . BORROWER AGREES TO THE TERMS OF THE NOTE,
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
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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
17257
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FOR RECORDER'S USE ONLY
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I
OPEN - END MORTGAGE AND SECURITY AGREEMENT
(This instrument Is an open -end mortgage and secures future advances pursuant to 42 Pa. C.S.
H 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 Hari -Ram, Inc., whose
address Is 1188 Greenfield Drive, Mechanicsburg, PA 17055 (referred to below as "Grantor ")
and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 250,
SHIPPENSBURG, PA 17257 (referred to below as "Lender ").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described
real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements,
hereditaments, and appurtenances thereunto belonging or anywiso 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, all, 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
a g air— Borrower and Grantor or any one or more oi them, wnetner now existing or hereafter arising, whether re a e or
unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect,
determined or undetermined, absolute or contingent, liquidated or unliquidated, whether 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 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 THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
j GRANTOR'S WAIVERS, Grantor waives all rights or defenses arising by reason of any "one action" or "anti - deficiency"
low, 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 claim for deficiency, before or after Lender's commencement
or completion of any foreclosure action, either Judlclolly 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; (b) Grantor has the full power, fight, 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 (e) 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 duo, 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 be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain In possession and
i control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property.
I P Y; p 9 p Y: P Y•
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1
MORTGAGE
j (Continued) Page 2
I _
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 and
acknowledged by Lender in writing, le) any breach or violation of any Environmental Laws, (b) any use,
generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance
on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously
1 disclosed to and acknowledged by Lender In writing, (a) neither Grantor not 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 Properly; and (Ill any such activity shall be conducted in compliance with
all applicable federal, state, and local laws, regulations and ordinances, including without limitation all
Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such
Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any Inspections or 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 (1) releases and waives any future claims
i against Lender for Indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under
any such laws; and (2) agrees to Indemnify, defend, and hold harmless Lander against any and all claims, losses,
118bllltios, damages, penalties, and expenses which Lender may directly or Indirectly sustain or suffer resulting from
i 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
I l or not the some 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 the
foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (Including
oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property
without Lender's prior written consent. As o 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.
j Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and
regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the
Property, Including without limitation, the Americans With Disabilities Act. Grantor may contest In good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals,
so long as Grantor has notified Lender in willing 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
asonably7 reeesser ""rotec"nd preserve Proport .
DUE ON SALE - CONSENT BY LENDER. Lander 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 port of the Real
r Property, or any Interest In the Real Property. A "sale or transfer" means the conveyance of Real Properly or any right,
! title or Interest in the Real Property, whether legal, beneficial or equitable; whether voluntary or Involuntary; whether by
4 outright sale, deed, Installment sale contract, land contract, contract for deed, leasehold Interest with a term greater
i 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 Real Property. If any
Grantor Is a corporation, partnership or limited liability company, transfer also Includes any change in ownership of more
than twenty-five percent (25 %) 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
federal law or by Pennsylvania law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage:
i 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 all claims for work done on or for services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any lions 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 duo as further specified In the Right to Contest
paragraph.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim In connection with a good faith
dispute over the obligation to pay, so long as Lender's Interest in the Property Is not Jeopardized. If a lien arises or
Is filed as a result of nonpayment, Grantor shall within fifteen (151 days after the lion arises or, It a lien Is filed,
i within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lion, 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 es a result of a foreclosure or sale under the Ilan. In any contest, Grantor shall defend Itself and Lander 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.
I
MORTGAGE
(Continued) Page 3
Noll co of Construction. Grantor shall 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, materlelmen's lion, at
other lion could be 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 cost of such
Improvements.
PROPERTY DAMAGE INSURANCE. The following provlslons relating to Insuring the Property ore a part of this
Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of lire Insurance with standard extended
coverage endorsements on o 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, find with a standard mortgagee
clause In favor of Lender. Grantor shall also procure and maintain comprehensive general liability Insurance in such
coverage amounts as Lander may request with Lender being named as additional Insureds In such liability Insurance
policies. Additionally, Grantor shall maintain such other Insurance, Including but not limited to hazard, business
j Interruption and Boller Insurance as Lender may require. Policies shall be written by such Insurance companies and
in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender cerdllcales of coverage
from each Insurer contalning a stipulation that coverage will not be cancelled or diminished without a minimum of
ten 110) 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 and maintain Federal Flood Insurance, if available, within 46
days after notice Is given by Lender that the Property is located in a special flood hazard area, for the full unpaid
principal balance of the [Dan and any prior [lens on the property securing the loan, up to the maximum policy limits
sot 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 11 Grantor fails to do so within fifteen (16) days of the casually. 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 Ilen 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. Lander 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 Lander under this Mortgage, than to pay accrued Interest, and the
remainder, if any, shell be applied to the principal balance of the Indebtedness. If Lander 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
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 Lander, 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; (2) the risks
Insured; (3) 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 161 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, Lander 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, lions, 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 dote 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; (B) be added to the balance of the Note and be apportioned among and be payable with any Installment
payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of
the Note; or (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 those 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:
i 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 sot 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
i DI, and accepted by, Lender in connection with this Mortgage, and (b) Grantor has the full right, power, and
l authority to execute and deliver this Mortgage to Lander.
Defense of Title. Sublect 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 ilia Interest of Lender under this Mortgage, Grantor shall defend the action at
i 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 Lander 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.
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MORTGAGE
i (Continued) Page 4
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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 lion of this Mortgage securing the Indebtedness may be secondary and Inferior to on existing
lion. 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
renewed without the prior written consent of Lender. Grantor shall neither request not accept any future advances
Under any such security agreement without the prior written consent of Lender.
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CONDEMNATION. The following provisions relating to condemnation proceedings ere a part of this Mortgage:
j Proceedings. .If any proceeding In condemnation Is filed, Grantor shall promptly notify Lender in writing, and
j Grantor shall promptly tako 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 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 not
Proceeds of the award shall mean the -award after payment of all .actual costs, expenses, and attorneys' fees
Incurred by Lender In connection with the condemnotion.
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, Foos and Charges. Upon request by Lender, Grantor shall execute,such documents In addition to
this Mortgage and take whatever other action Is requested by Lender to perfect and continue Lender's Ilan on the
Real Properly. 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 shell constitute taxes to which this section applies: (1) a specific tax upon this type of
f Mortgage or upon all or any port of the Indebtedness secured by this Mortgage; (2) a specific tax on Borrower
which Borrower Is authorized or required to deduct from payments on the Indebtedness secured by this typo of
Mortgage; (3) a tax on this typo 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.
Sub'squant Taxes. If any tax to which this section applies Is enacted subsequent to the data of this Mortgage,
this event shall have the same offset as an Event of Default, and Lender may exercise any or all of its available
remedies for on Event of Default as provided below unless Grantor either (1) pays the tax before it becomes
dolinquonb or 12) contoots the tax as provided above In the Taxes and Lions 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 o security
agreement are o part of this Mortgage;
$ocurity 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
os amended from time to time. t
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Securi I nterest. Upon request b L ender, Grantor shall take whatever action Is requested by Lender to perfect
and continue Lender's security Interest In the Rents and Personal Property. In addition to recording this Mortgage
In the real property records, Lender may, at any time and without further authorization from Grantor, file executed
1 counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses Incurred in perfecting or continuing this security Interest. Upon default, Grantor shall not remove,
sever or detach the Personal Property from the Property. -Upon default, Grantor shall assemble any Personal
Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and
I 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 (each as required by the Uniform
Commerclal Code) are as stated on the first page of this Mortgage.
j FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following' provisions relating to further assurances and
I additional authorizations ore a part of this Mortgage:
i further Assurances. At any lime, and from time to lima, upon request of Lender, Grantbr 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, rallied, or rerecorded; as the case may be, at such limos and In such offices
and places as Lender may deem appropriate, any and all such 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 and security Interests created by this Mortgage on the Property, whether
now owned or hereafter acquired byGrantor. Unless prohibited by low or Lender agrees to the contrary In writing,
Grantor shall reimburse Londer.for all costs and expenses Incurred In connection with the matters referred to In this
I paragraph,
Additional Authorizations. If Grantor falls to do any of the things referred to In the preceding paragraph, Lender
may do so for 'and In the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or
desirable, In Lender's sole opinion, to accomplish the matters referred - to in the preceding paragraph. It Is
'understood that nothing set forth heroin shall require Lender to take any such actions. -
FULLIPERFORMANCE. If Borrower and Grantor pay all the Indebtedness whon due, and Grantor otherwise performs all
the obligations Imposed upon Grantor under this Mortgage, Lander shall execute and deliver to Grantor a suitable
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1 MORTGAGE
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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 parsons claiming under or through Lander, 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 tills Mortgage
verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be Issued forthwith,
1 without any prior writ or proceeding whatsoever.
Nonjudlclal Sale. If permitted by applicable law, Lender may foreclose Grantor's Interest In all or In any part of the
j Personal Property or the Real Property by non - judicial sale.
i Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided in this section.
Tenancy at Sufferance. 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, at Lender's
option, either (1) pay a reasonable rental for the use of the Property, or 121 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 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 Remedios. 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 fallowing 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 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; Expanses. If Lender Institutes any suit or action to enforce any of the terms of this Mortgage,
Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and
upon any appeal. Whether or not any court action Is Involved, and to the extent not prohibited by law, all
reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of Its
Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear
Interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include,
without Ilmitation, 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 pormitted by
applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law.
i NOTICES — Unless_ ozherMso- pwvldad-.by- applicablo- law— any -aetice- requiFed-te- be -gWer -under - this - tvlortgag"hell - b
given In writing, and shall be effective when actually delivered, when actually received by teiefacslmile (unless
otherwise required by law), when deposited with a nationally recognized overnight courier, or, If mailed, when deposited
I in the United States mail, as first class, certified or registered melt postage prepaid, dirootod 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, at. seq., shall be sent to Lender's address, as
shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by
giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless
otherwise provided by applicable 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. (Ai This Mortgage secures future advances made pursuant to the Note or Related
Documents. Without limiting the foregoing, this Mortgage secures all advances made by Lender or Banks of any kind or
nature described in 42 Pa. C.S.A. § 8144. (B) If Grantor sends a written notice to Lender which purports to limit the
indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or
for the benefit of Grantor, such a notice shall be ineffective as to any future advances made: (1) to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made; (2) to pay taxes,
assessments, maintenance charges and Insurance premiums; (3) for costs Incurred for the protection of the Property or
the Ilan 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 Lander
to protect and preserve the Property or the lien of this Mortgage. It Is the Intention of the parties hereto that any such
j advance made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage;
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given In writing and signed by the party of parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. II 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 term and detail as Lander 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 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.
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MORTGAGE
(Continued) Page 7
Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shell 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 Lender, Lender shall not be doomed 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 Londor 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
I + required and In all cases such consent may be granted or withheld In the solo discretion of Lender.
Severablihy. 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
1 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.
f Merger. There shall be no merger of the interest of 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,
Timo is of the Essence. Time is of the essence in the performance of this Mortgage.
DEFINITIONS. The following capitalized words end 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 Coda:
Borrower. The word "Borrower" means Gurugovind, LLC and Includes all co- signers and co- 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 Superfund Amendments and Reauthorization Act of 1986, Pub. L.
No, 99.499 ( "SARA "), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et 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 set forth In this Mortgage in the
events of default section of this Mortgage.
x s tng inde0ladness. I he words tExisting Indebte ness mean o n ebtedness described IR 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
i 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,
Indobtodnoss. 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 expanded or advanced by
I Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under
i this Mortgage, together with Interest on such amounts as provided in this Mortgage. The liens and security
Interests created pursuant to this Mortgage covering the Indebtedness which may be created in the future shall
relate back to the date of this Mortgage. Specifloally, without limitation, Indebtedness Includes all amounts that
may be Indirectly secured by the Cross- Coliateralization 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 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 B, 2019. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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(Continued) Page 8
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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 afllxad 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.
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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.
Rants. The word "Rents" means all present and future rents, revenues, Income, Issues, royalties, profits, and
i other benefits derived from the Property,
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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.
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I GRANTOR:
HART RAM INC
By r.,
Kanjibhol R. Patof;lftsident of marl.Re In .
BY �' �
It K el, Vice President a -Ram Inc,
ATTEST: 1
(Corporate Seal
r )
� t ry o 'rr+++`" sslstant So 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
Attorney or Age
CORPORATE ACKNOWLEDGMENT
j COMMONWEALTH OF PENNSYLVANIA )
I ISs
i COUNTY OF 4U P 1- 1 Al 1
` On this, the 8 r � day of t ?' ,before me
, the undersfgned Notary Public, personally appeared Kenlibltal R. Petal, Presldent
j of Horl -Ram, Inc, and Laxmikant K. Patel, Vice President of Hari-Ram, Inc., who acknowledged themselves to be the
President of Hari -Ram, Inc. and Vice President of Hari -Ram, Inc., of a corporation, and that they as such President of
Hari -Ram. Inc. and Vice President of Hari -Ram, 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 Hari -Ram, Inc. and
I Vice President of Hari -Rom, Inc.. K
In witness whereof, I hereunto set my hand and o ficloll seal. ! •
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL Notary Public In and for the State of
I MICHELLE ELLIOTT NOTARY PUBLIC
i DERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE 9 2011
LASER PRO Lending, Vor. 6.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved.
PA c: \CFI \LPL\GO3.FC TR -20107 PRA
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EXHIBIT "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 114 (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,
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ROBERT P. ZILGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY
I 1 COURTHOUSE SQUARE ..
CARLISLE, PA 17013
717- 240 -6370 I
Instrument Number- 200823387
Recorded On 7/9/2008 At 3:25:39 PM * Total Pages - 10
* Instrument Type - MORTGAGE
Invoice Number - 24785 User ID - RAK
i * Mortgagor - HARI -RAM INC
* Mortgagee - ORRSTOWN BANK
* Customer - JAMES E'1' AL
* FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS /ACCESS TO $10.00
JUSTICE DO NOT DETACH
I RECORDING FEES — $21.50
RECORDER OF DEEDS This page is now art
AFFORDABLE HOUSING $11.50 P g P
COUNTY ARCHIVES FEE $2.00 of this legal document.
ROD ARCHIVES FEE $3.00
TOTAL PAID $48.50
I
i I Certify this to be recorded
in Cumberland County PA
of cUyA�y
ft
RECORDER O D GDS
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"- Information denoted by an asterisk may chango during
the verification process and may not he reflected on this page.
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Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P O BOX 260
SHIPPENSBURO, PA
17267
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P O BOX 260
sHIPPENSBURG, PA
f 17267
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- FOR RECORDER'S USE ONLY
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OPEN - END MORTGAGE AND SECURITY AGREEMENT
(This instrument Is an open -end mort age and secures future advances pursuant to 42 Pa, C.S.
H 8143 and 8144, Act No. 126 of 9901
Amount Secured Hereby: $6,110,000,00
THIS MORTGAGE dated July 8, 2008, is made and executed between Harl -Ram, Inc., whose
address is 1188 Greenfield Drive, Mechanicsburg, PA 17055 (referred to below as "Grantor ")
and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 250,
SHIPPENSBURG, PA 17257 (referred to below as "Lender ").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases, confirms and mortgages to Lender all of Grantor's right, title, and Interest In and to the following described
real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements,
hereditaments, 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 fights); and all other rights, royalties, and profits relating to the real property, Including without
limitation all minerals, oil, y as, 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 360 Bent Creek Boulevard,
Mechanicsburg, PA 17060,
CROSS- COLLATERALIZATION. In addition to the Nate, 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 b o Lender
age ns and rancor or any ono or more o t em, w other now existing or hereafter er s ng, w ether related r
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 unliquldoted, whether Borrower or Grantor may be
I 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,
I Grantor presently assigns to Lender all of Grantor's right, title, and Interest in and to all present and future leases of the
Properly 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 IS) 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 claim for deficiency, before or after Lender's commencement
i or completion of any foreclosure action, either judicially or by exercise of a power of solo.
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; end (e) 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 be governed by the following provisions:
Possession and Use, Until the occurrence of an Event of Default, Grantor may (1) remain in possession and
I control of the Property; 12) use, operate or manage the Property; and (3) collect the Rents from the Property.
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Duty to maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs,
replacements, and maintenance necessary to preserve Its value.
j Compliance With Environmental Laws. Grantor represents and warrants to Lander that: (1) During the period of
1 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, (a) any breach or violation of any Environmental Laws, (b) any use,
generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance
` on, under, about or from the Properly 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, is) 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 tb) 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 Lander and Its agents to enter upon the Property to make such
Inspections and tests, at Grantor's expense, as Lander may deem appropriate to determine compllance of the
Properly with this section of the Mortgage. Any Inspections of tests mode by Lander shall be for Lender's
j purposes only and shall not be construed to create any responsibility or liability on the pert of Lender to Grantor or
to any other person. The representations and warranties contained herein are based on Grantor's due diligence in
investigating the Property for Hazardous Substances. Grantor hereby (1) releases and wolves any future claims
against Lander for indemnity or contribution In the event Grantor becomes liable (or cleanup or other costs under
any such laws; and (2) agrees to indemnify, defend, and hold harmless Lander against any and all claims, losses,
i liabilities, damages, penalties, and expenses which Lander 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 some was or should hove 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 the
foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including
oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property
without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least
equal value.
Lender's Right to Enter. Lender 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 effect, of all governmental authorities applicable to the use or occupancy of the
Property, Including without limitation, the Americans With Disabilities Act. Grantor may contest In good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals,
so long as Grantor has notified Lender In writing prior to doing so and so long as, In Lender's solo 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 Lander, 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 charac are —
reasonably necessary to protect end prosorve the Property
DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare Immediately due and payable all sums
M secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of sit or any part of the Real
Property, or any Interest In the Real Property. A "sale or transfer" moons 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
i outright sale, deed, Installment sale contract, lend contract, contract for deed, loasehoid Interest with a tarot greater
than three (3) yonre, loas"ption contract, or by sale, assignment, or transfer of any beneficial Interest in or to any land
trust holding title to the Reel Property, or by any other method of conveyance of an interest In the Real Property. If any
I Grantor Is a corporation, partnership or limited liability company, transfer also Includes any change In ownership of more
than twonty-flve 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 Lender If such exorcise Is prohibited by
I federal law or by Pennsylvania low. .
TAXES AND LIENS. The following provisions relating to the taxes and (ions on the Property are part of this Mortgage:
Poymont. Grantor shall pay when duo (end In all events prior to delinquency) all taxes, payroll taxes, special taxes,
l assessments, water charges and sower service charges levied against or on account of the Property, and shalt pay
i 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 lions 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
parograph.
{ Right to Contest. Grantor may withhold payment of any tax, assessment, or claim In connection with a good faith
dispute over the obligation to pay, so long as Lender's Interest In the Property Is not jeopardized. If a lien arises or
Is filed as a result of nonpayment, Grantor shall within fifteen (151 days otter the lien arises or, if a lien is filed,
within fifteen (16) days after Grantor has notice of the filing, secure the discharge of the [ion, or If requested by
i Lander, 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' foes, or other charges that could
accrue oe a result of o foreclosure or sole under the lien. In any contest, Grantor shall defend Itself and Lender end
shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an
additional obliges under any surely 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 Lander at any time a written
statement of the taxes and assessments against the Property.
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(Continued) Page 3
Notice of Construction. Grantor shall notify Lender at least fifteen (16) 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
j furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
Improvements.
PROPERTY DAMAGE INSURANCE. The followin
Mortgage: g provisions relating to insuring the Proporty are a part of this
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
clause In favor of Lander. Grantor shall also procure and maintain comprehensive general liability Insurance In such
coverage amounts as Lender may request with Lender being named as additional Insureds in such liability Insurance
policies. Additionally, Grantor shall maintain such other Insurance, Including but not limited to hazard, business
Interruption and boiler Insurance as Lender may require. Policies shall be written by such Insurance companies and
In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
j ten 00) days' prior written notice to Lender and not containing any disclaimer of the Insurer's liability tar failure to
give such notice. Each Insurance policy also shall Include an endorsement providing that coverage in favor of
Lander will not be impalred In any way by any act, omiselon 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 Flood Insurance, if available, within 45
days after notice Is given by Lender that the Properly Is located In a special flood hazard area, for the full unpaid
j principal balance of the loan and any prior (lens 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 joss or damage to the Property. Lender may
i make proof of loss if Grantor foils to do so within fifteen (15) days of the casualty. Whether or not Lender's
security is impalred, Lender may, at Lender's election, receive and retaln 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, It 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 Lander under this Mortgage, then to pay accrued Interest, and the
remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after
payment In full of the Indebtedness, such proceeds 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
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; (2) the risks
Insured; (3) 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 (5) 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 Properly.
LENDER'S EXPENDITURES. It any action or proceeding Is commenced that would materially effect Lender's Interest in
the Property or If Grantor falls to comply with any provision of this Mortgage or any Related Documents, Including but
I not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as
i 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
i bear interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by
j Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on
demand; (B) be added to the balance of the Note and be apportioned among and be payable with any Installment
payments to become due during either (1) the term of any applicable Insurance policy; or (2) the remaining term of
l 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 those amounts. Such right shall be in addition to all other rights and remodfos 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 Proporty are a part of this
Mortgage:
i Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property In fee simple,
free and clear of all (lens 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 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
j 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.
I 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.
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( Continued) Page 4
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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 in nature, and shall
remain In full farce and effect until such time as Borrower's Indebtedness shalt be paid In full,
I EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage:
Existing Lion. The lien of this Mortgage securing the Indebtedness may be secondary and Inferior to an existing
lion. 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 Modificatlon. 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
renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances
i
under any such security agreement without the prior written consent of Lender.
� CONDEMNATION. The fallowing 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 Not 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
1 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, foes and charges are a part of this Mortgage:
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to
this Mortgage and take whatever other action Is requested by Lender to perfect and continue Lender's lien on the
Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees,
documentary stamps, and other charges for recording or registering this Mortgage.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on 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 effect as an Event of Default, and Lander may exercise any or all of Its available
i remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before It becomes
delinquent, or (2) 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 Lander.
SECURITY AGREEMENT: FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security
f agreement are a pert of this Mortgage:
Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property
I 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.
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i ecurlty Interest. Upon request by lender, Grantor shall take whatever action Is requested by Lender to perfect
and continue Lender's security Interest in the Rents and Personal Property. In addition to recording this Mortgage
In the real property records, Lender may, at any time and without further authorization from Grantor, fife executed
counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses Incurred In perfecting or continuing this security Interest. Upon default, Grantor shall not remove,
{ sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and
make It available to Lender within throe (3) days after receipt of written demand from Lender to the extent
permitted by applicable low.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which Information
1 concerning the security interest granted by this Mortgage may be obtained (each 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
i additional authorizations are a part of this Mortgage:
j 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
Lander, cause to be filed, recorded, rallied, or rerecorded, as the case may be, at such times and In such offices
and places as Lender may deem appropriate, any and ell 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 Lander, 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 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, Lander
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. ff 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
MORTGAGE
(Continued) Page 5
i 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 Ilan.
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.
j 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 Collateralization. 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.
i Insolvenoy. The dissolution or termination of Borrower's or Grantor's existence as o 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 monles 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 some provision of this Mortgage within the preceding twelve 02) months, It may be cured If
Grantor, after receiving written notice from Lender demanding cure of such default: (i) cures the default within
fifteen (18) days; or 12) if the cure requires more than fifteen (1 B) days, immediately Initiates steps which Lender
deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender,
i 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 low:
-Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by
applicable law, to declare the entire Indebtedness immediately due and payable.
UCC Remedios. With respect to all or any part of the Personal Property, Lender shall have all the rights and
romedles of a secured party under the Uniform Commercial Code.
Collect Rents. Lender shell 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, Lander may require any tenant or
other user of the Properly to make payments of rent or use fees directly to Lender. If the Rents are collected by
j Lender, than 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 shalt 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.
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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.
Nonjudiclat Sale. If permitted by applicable law, Lender may foreclose Grantor's interest In all or In any part of the
Personal Property or the Real Property by non - judicial sale.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. 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, at 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 shalt have all other rights and remedies provided In this Mortgage or the Note or available
at low or In equity.
Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waive any and ail
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 sholl 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 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 as attorneys' tees 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 appllgable law, n Ivan under this Mort ageshall-b
given in writing, and shall be effective when actually delivered, when actually received by tetefacsimile (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, at. soq., shall be sent to Lender's address, as
shown near ilia 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.
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I ADVANCE MONEY MORTGAGE. (A) This Mortgage secures future advances made pursuant to the Note or Related
j 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. (8) If Grantor sands a written notice to Lender which purports to limit the
Indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or
for the benefit of Grantor, such a notice shall be Ineffective as to any future advances made: (1) to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made; (2) to pay taxes,
assessments, maintenance charges and Insurance premiums; (3) for costs Incurred for the protection of the Property or
the lien of this Mortgage; (4) on account of expenses Incurred by Lender by reason of a default of Borrower or Grantor
i hereunder or under the Related Documents or under the Note; and (6) on account of any other costs Incurred by Lender
to protect and preserve the Property or the lien of lltls Mortgage. It is the Intention of the parties hereto that any such
advance made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Roports. 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 your In such form and detail as Lender shat( 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 Headings. Caption headings In this Mortgage ore for convenience purposes only and are not to be used to
Interpret or define the provisions of this Mortgage.
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(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 end 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 Lander 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 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 exorcising 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
Lander 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.
Severabllity. 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 modilied 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
unenforcoability 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 Lander 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 wards and terms shall have the fallowing 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 Coda;
Borrower. The word "Borrower" means Gurugovind, LLC and Includes all co- signers and co- 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 tilled "Default ",
Environmontal 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. i "CERCLA "I, the Superfund Amendments and Reauthorization Act of 1986, Pub. L.
No. 99.499 ( "SARA'), the Hazardous Materials Transportation Act, 49 U.S,C. Section 1 B01, 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 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 Hari -Rem, 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,
jconcentration 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
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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
this Mortgage, together with interest on such amounts as provided In this Mortgage, The lions and security
Interests created pursuant to this Mortgage covering the Indebtedness which may be created in the future shall
relate beck to the date of this Mortgage. Specifically, without limitation, Indebtedness Includes all amounts that
may be Indirectly secured by the Cross- Collatorelizatlon provision of this Mortgage.
Londar. 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
$5,110,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of
the Note is July 8, 2029. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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(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 Rea! Property;
I P Y.
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 Ilmltatien all Insurance proceeds and refunds of
` premiums) from any sale or other disposition of the Property.
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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
j 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
i deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter
existing, executed In connection with the Indebtedness,
` Rents. The word "Rents" means all present and future rents, revenues, Income, Issues, royalties, profits, and
i other benefits derived from the Property.
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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.
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GRANTOR:
I HARI -RAM, INC.
By KanJibfial R. Patel, Pre ' a' nt of Hari -Rom, tnc.
By
L"xifilkont K. Pvetal, Vice Pre! dont O f Harl -Ram, Inc.
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ATTEST: -'
_ r ( Corporate Seal )
r ary or A slstent Secret y
CERTIFICATE OF RESIDENCE
1 I hereby certify, that the precise address of the mortgagee, ORRSTOWN BANK, herein Is as follows:
SEVEN GABLES OFFICE, 77 EAST KING STREET, P 0 BOX 250, SHIPPENSBURG, PA 17257
Attorney or Agent for Mortgagee
I CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
• SS
COUNTY OF �•Q� P4-1 rP) )
Jh _
On this, the day of J�l� 20 0 ; , before me
the undersigned Notary Public, personally appeared Kanjlbhal R. Patel, President
of Hari -Ram, h1c, and Loxmikant K. Patel, Vice President of Harl -Ram, Ina., who acknowledged themselves to be the
President of Hari-Rom, Inc. and Vice President of Hari-Ram. Inc., of a corporation, and that they as such President of
Hari -Ram, Inc. and Vice President of Hari -Ram, 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 Hari -Ram, Inc. and
Vice President of Had -Ram. Inc.. - ' : •; .
In witness whereof, I hereunto sot my (rand and offlOf seal,
COMMONWEALTH OF PENNSYLVANIA
MICHELLE ELLIO7T NOTARY PUBLIW tary Public In and for the State of
DERRY TOWNSHIP DAUPHIN COUNTY • ,�, 1. ' . j ' :. t
MY COMMISBION EXPIRES JUNE 9 2011 ,
� LASER PRO lending, Ver. 5.40.00.003 COP(. Harland Financial Solutions, Inc. 1997, 200B. All Rights Reserved. -
PA c,1CF11LPL1GO3.FC TR -20105 PR -1
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I EXHIBIT "A" — LEGAL DESCRIPTION
OPEN- MORTGAGE AND SECURITY AGREEMENT FROM HARI -RAM, INC.,
TO ORRSTOWN BANK DATED JULY 8, 2008
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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 114 (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.
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ROB P. ZIEGLER
RECORDER OF DEEDS u �
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE
CARLISLE, PA 17013 a f
j 717- 240 -6370 7 4 is y
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Insh•umenl Number - 200823383
Recorded On 7/9/2008 At 3:25035 PM * Total Pages - 10
* Instrument Type - MORTGAGE
hivoice Number - 24785 User ID - RAK
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"Mortgagor - HARI -RAM INC
* Mortgagee - ORRSTOWN BANK
* Customer - JAMES ET AL
* FEES
STATE WRIT TAX $0.50 Cer tification Page
STATE JCS /ACCESS TO $10.00
i 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
ra y
o f CU,g
9
0
° RECORDER Of D GDS
i780
* - Informntion denoted by an asterisk may change during
the verification process and may not be reflected on this page.
000\/X9
II�Illllllfl I II ��III I
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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 Defendant,
Tel. (215) 564 -8000 Kantaben K. Patel
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.
KANTABEN K. PATEL
NO.
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 assiglunent 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. 1 am authorized to make this Affidavit of Address and Non - Military Service on
behalf of Magnolia.
4. The last known address of the Defendant, Kantaben K. Patel, is 1188 Greenfield
Drive, Mechanicsburg, PA 17055.
5. The Defendant is an individual, however, the Defendant is not subject to the
provisions of the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto.
BUSINESS # 1971827 v.l
6. The address of Magnolia is 4675 Macarthur Court, Suite 1550, Newport Beach,
California 92660.
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRTB) D
BEFORE ME THIS
DWOF OVE MBER, 2013
X01
Notary P lic
BRYAN M. MCDONALD
NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires March 30, 2014
-2-
BUSINESS # 1971827 v.l
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 Defendant,
Tel. (215) 564 -8000 Kantaben K. Patel
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.
KANTABEN K. PATEL : NO.
1188 Greenfield Drive ;
Mechanicsburg, PA 17055
Defendant,
AFFIDAVIT OF INCOME
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 Income on behalf of Magnolia.
BUSINESS # 1971827 v.I
4. To the best of my knowledge, the annual income of the Defendant, Kanjibhai R.
Patel, exceeds $10,000.00 per year.
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBED
BEFORE ME THIS / 1 "
DAY O OVEMBER, 2013
Notar ublic
esAYAN M. MCDONALD
NOTARY PUBLIC STATE OF MARYLAND
My COmmissiW 2'Ores March 30, 2014
-2-
BUSINESS # 1971723 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 Defendant,
Tel. (215) 564 -8000 Kantaben K. Patel
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.
KANTABEN K. PATEL NO.
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
AFFIDAVIT OF NON - RETAIL SALES CONTRACT
AND NON - CONSUMER CREDIT TRANSACTION
I, Brian Sosner, being first duly sworn according to law, depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ( "Magnolia ").
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned
all of its right, title and interest in the Loan Documents (as defined in the Complaint) to
Magnolia.
3. I am authorized to make this Affidavit of Non- Retail Sales Contract and Non -
Consumer Credit Transaction on behalf of Magnolia.
4. The transactions represented by the instruments attached to the Complaint in
Confession of Judgment filed in this matter were business transactions, and were not entered into
for personal, family or household purposes.
BUSINESS # 1971827 v.l
5. The Guaranty, pursuant to which Magnolia seeks to confess judgment against the
Defendant, is not a retail sales contract or a retail installment contract.
6. Additionally, the judgment herein is not being entered by confession against any
natural person in connection with a consumer credit transacti n.
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN ND SUBSCRIBED
BEFqV ME THIS Z1
D F NOVER 13
Notary Wblic
BRYAN M. MCDONALD
NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires March 30, 2014
-2-
BUSINESS # 1971827 v.1
y
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 Defendant,
Tel. (215) 564 -8000 Kantaben K. Patel
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.
KANTABEN K. PATEL
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. 1 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 # 1971827 v.)
5. The Defendant, Kantaben K. Patel (the "Defendant "), is in default of his
obligations under the Guaranty, as more fully set forth in the Complaint.
.6. By reason of the Defendant's default under the Guaranty, as of November 8,
2013, there was due and owing to the Bank the amount of $1,586,346.95, comprised as follows:
Principal $ 1,440,213.31
Interest (as of 11/8/2013) $ 1,920.28
Attorney's Fees (10% of Unpaid Principal $ 144,213.36
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 1,586,346.95
together with interest from and after November 8, 2013, at the per diem rate of $160.02, and all
additional costs of suit and collection costs, including, without limitation, reasonable attorneys'
fees, as authorized under the Guaranty.
7. The allegations in the Complaint are true and correct to the best of my knowledge,
infonnation and belief.
Ian osner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWOR ND SUBSCRIBW
BEF ME THIS
D F NOVEMB 2��I
otary gZ blic aRyAN M. MBDONALD
NOTARY PUBLIC STATE OF MARYLAND
My Commie'• qn. 2014
BUSINESS # 1971827 v.1
VERIFICATION
1, Brian Sosner, state that I am an Asset Manager of Sabal Financial Group, LP, servicer
for Magnolia Portfolio, LLC, the Plaintiff herein, and as such I am duly authorized to make this
Verification on behalf of plaintiff. The facts set forth in the within Complaint for Confession of
Judgment are true and correct to the best of my knowledge, information and belief, although the
language of the Complaint for Confession of Judgment is that of counsel and not of my own. To
the extent that the contents of the attached Complaint for Confession of Judgment have been
supplied by counsel, I rely upon counsel in making this Verification. I understand that the
statements made herein are subject to the penalties of 18 Pa. C.S. Section 4904 relating to
unsworn falsification to authorities.
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
Dated: November ��, 2013
BUSINESS # 1971723 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 Defendant,
Tel. (215) 564 -8000 Kantaben K. Patel
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. , ? 6Y6
NO.
KANTABEN K. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
JUDGMENT BY CONFESSION
AND NOW, this Dday of —1--- , 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,
Kantaben K. Patel, in the amount: of $1,586,346.95, together with interest, from and after
November 8, 2013, at the per diem rate of $160.02, and all costs of suit and collection costs,
including, without limitation, reasonable attorneys' fees, as authori d and he G anty.
PROT A
BUSINESS # 1971827 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 "
76
KANTABEN K.PATEL
NO. /
1188 Greenfield Drive :
Mechanicsburg, PA 17055 :
Defendant.
236 NOTICE
TO: KANTABEN K. PATEL
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.
PROTrrMOTARY
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 # 1971827 v.1
Y
MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS
as Assignee of Orrstown Bank OF CUMBERLAND COUNTY,
PENNSYLVANIA
Plaintiff ;
ca -�
Fi
V. NO. 13-7046 = ' ' `
KANTABEN K. PATEL,
Defendant 5 R �4
._4 rw
PETITION TO STRIKE, OR, IN THE ALTERNATIVE, TO OPEN JUDGMENT AND
REQUEST FOR STAY OF PROCEEDINGS
AND NOW, comes the Petitioner/Defendant, Kantaben K. Patel ("Petitioner"), by and
through her counsel, Cunningham & Chemicoff, P.C., and submits this Petition to Strike, or, in
the Alternative, to Open Judgment and Request for Stay of Proceedings, as follows:
I. BACKGROUND
1. Plaintiff/Respondent is Magnolia Portfolio, LLC ("Respondent"), a Delaware
limited liability company with its principal place of business at 4675 Macarthur Court, Suite
1550, Newport Beach, California, 92660.
2. Petitioner, Kantaben K. Patel , is a sui juris individual residing at 1188
Greenfield Drive, Mechanicsburg, PA 17055. Petitioner is the Respondent in the above-
captioned matter.
3. Petitioner seeks to evoke the equitable and discretionary powers of this Honorable
Court to strike, or, in the alternative, to open that certain Judgment entered in this Court on or
about November 27, 2013 at docket number 13-7046 (the "Judgment").
4. On November 27, 2013, Respondent filed a Complaint in Confession of Judgment
1
1'
Under Pa.R.C.P. 2951 (the "Complaint") for the sum of$1,586,346.95.
5. The Complaint is based upon an alleged violation concerning defaults by an entity
known as Gurugovind, LLC ("Gurugovind") in certain obligations owed originally to Orrstown
Bank, which default allegedly causes another entity known as Hari Ram, Inc. ("Hari Ram")to be
in default under Hari Ram's obligations to Orrstown Bank and now held by Magnolia Portfolio,
LLC ("Magnolia").
6. In alleging that Hari Ram is in default, the Complaint sets forth a complicated
rationale for the alleged default by Hari Ram which allegedly allows Magnolia to confess
judgment against Respondent.
7. For the reasons set forth herein, and as more fully set forth below, Hari Ram is not
in default of any obligations to Magnolia and there is no basis to enter judgment against
Petitioner.
8. As partially set forth in the Complaint, Hari Ram received a loan from Orrstown
Bank in the original principal amount of$2,669,000.00 as evidenced by a Promissory Note dated
January 17, 2001 (the "Hari Ram Note").
9. The Hari Ram Note is secured by an Open End Construction Mortgage dated
January 17, 2001 (the "Hari Ram Mortgage"), which Hari Ram Mortgage has been duly recorded
in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania.
10. The Hari Ram Note has been guaranteed by Petitioner.
11. Hari Ram is not in default as to payments required under the Hari Ram Note.
Further, notwithstanding the contentions in the Complaint, no default has occurred by Hari Ram
concerning its obligations to Magnolia.
2
i
12. Gurugovind obtained two loans from Orrstown Bank in the original principal
amounts of$5,110,000.00 and $640,000.00 (collectively the "Gurugovind Loans").
13. Each Gurugovind Loan is evidenced by a Promissory Note dated July 8, 2008 (the
"Gurugovind Notes").
14. The Gurugovind Loans are secured by mortgages on the Gurugovind's real
property located in Cumberland County, Pennsylvania.
15. Paragraph 8 of the Complaint alleges that the Gurugovind Loans are also secured
by two mortgages (the "2008 Mortgages") granted by Hari Ram to Orrstown Bank, providing
liens upon Hari Ram's real estate.
16. Hari Ram has never executed a guarantee in favor of Orrstown Bank or Magnolia
with respect to the Gurugovind Loans or Notes. Further, Hari Ram is not a maker of or co-
obligor as to the Gurugovind Loans or Notes.
17. The lack of a guarantee by Hari Ram as to the Gurugovind Loans and the fact that
Hari Ram is not a co-maker or co-guarantor of the Gurugovind Loans raises issues as to whether
any consideration was guaranteed to Hari Ram for the 2008 Mortgages.
18. The Complaint sets forth that the Hari Ram Note granted in 2001 provides that in
the event that Hari Ram"fails to comply with or perform when due any other term, obligation,
covenant or condition contained in this note or any agreement related to this note or in any other
agreement [which Hari Ram has with lender]"that Hari Ram is in default under the Hari Ram
Note. Attached hereto as Exhibit"A" is a true and correct copy of the Hari Ram Note.
19. The Complaint further sets forth that Hari Ram is in default under the 2008
Mortgages. The 2008 mortgages which are attached hereto as Exhibit`B" set forth no obligation
3
on the part of Hari Ram to make payment to Orrstown Bank or Magnolia on account of the
Gurugovind Loans. Further, as set forth above, Hari Ram has not defaulted as to any direct
payment obligations which it has to Magnolia.
20. The 2008 Mortgages contain no reference whatsoever to the Gurugovind Notes, or
the 2008 Mortgages were granted to secure the Gurugovind Notes. .
21. Because Hari Ram has not signed a guarantee of the Gurugovind Loans and Notes
and it is not a co-obligor as to the Gurugovind Loans and Notes, such Loans and Notes do not
constitute an obligation of Hari Ram.
22. Assuming arguendo that Hari Ram is in some way obligated to Magnolia as to the
Gurugovind Loans and Notes, Magnolia is still not entitled to enter a judgment by confession
against Petitioner. The only warrant for a confession executed by Petitioner is a guarantee (the
"Guarantee") by Petition in favor of Orrstown Bank of account of the 2001 Hari Ram Note. 'A
true and correct copy of such Guarantee is attached hereto as Exhibit"C" and made a part hereof.
23. The Guarantee specifically states that it is a guarantee by Petitioner only of a note
in the amount of$2,669,000.00. This reference is to the Hari Ram Note. The guaranteed note is
not an obligation of or in any way related to the Gurugovind Loans and Notes.
24. As the guarantee relates only to Hari Ram Notes, the warrant of confession only
allows judgment to be entered on the Guarantee only if there is a default under the Hari Ram
Note.
25. No default has occurred under Guarantee as Hari Ram has not defaulted with
respect to the obligations under the Hari Ram Note. Hari Ram is not obligated for the
Gurugovind Loans under any instrument.
4
26. Respondent seeks to impose $144,213.36 in attorney's fees against Petitioner, a
punitive, unearned, and devastating sum, which is imposed simply because such amount equates
to ten percent(10%) of the principal and interest Respondent alleges is owed by Petitioner
27. Confessions of judgment are to be strictly construed against the party attempting
to enter judgment on an instrument.
II. PETITION TO STRIKE JUDGMENT.
28. Petitioner herein incorporates the foregoing paragraphs and the Background as if
more fully set forth herein.
29. A petition to strike judgment operates as a demurrer on the record, and may be
granted"for a fatal defect or irregularity appearing on the face of the record." Resolution Trust
Corp. v. CopleyQu-Wayne Assocs., 546 Pa. 98, 106, 683 A.2d 269, 273 (1996)..
30. In reviewing a petition to strike judgment, courts may consider all of the
documents filed by the judgment creditor, including the complaint. Id.
31. Here, Petitioner's Complaint alleges that because Gurugovind allegedly defaulted
under the Notes, Hari Ram is in default of its obligations. See Complaint,¶11-12.
32. Although Petitioner's Complaint alleges that Hari Ram's liability for the alleged
Gurugovind default arises out of Hari Ram's obligations to Petitioner under the two 2008
Mortgages, the 2008 Mortgages contain no provision to impose such liability on Petitioner.
Further, Hari Ram's obligations to Magnolia and Gurugovind's obligation to Magnolia are not
cross-collateralized.
33. One cannot be liable for a breach of contract unless one is a party to that contract.
See, Electron Energy Corp. v. Shott, 408 Pa.Super. 563, 597 A.2d. 175 (1991), appeal granted,
5
529 Pa. 664, 604, A.2d 1030 (1992), order affd, 533 Pa. 66, 618 A.2d. 395 (1993).
34. A person who is not a party to a contract cannot be liable for its breach by one of
the parties to the contract, see, FleetwU Leasing Company v. Wright 697 A.2d. 1000 (Pa. Super.
1997). Petitioner is not a party to the Gurugovind Loan and did not intend to allow judgment
against Petitioner in the event of a default by Gurugovind.
35. Respondent pleads insufficient facts to support default by Hari Ram simply on the
basis of Gurugovind's alleged default; accordingly, as guarantor for Hari Ram only, Petitioner is
not liable on such basis.
36. In its Complaint, Magnolia is attempting to enter judgment against Petitioner by
confession by attempting to allege that there is a default under a mortgage which was granted by
Hari Ram without consideration and without an underlying obligation.
37. Confession of judgment cannot occur unless expressly authorized. No such
authorization by Petitioner exists.
III. PETITION TO OPEN JUDGMENT
38. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth
herein.
39. A Petition to Open a Judgment is addressed to the equitable powers of the Court
and is a matter of judicial discretion. The Court will exercise this discretion when the Petition
has been promptly filed and a meritorious defense can be shown. See generally Schultz v. Erie
Ins. Exchange, 505 Pa. 90, 93, 477 A.2d 471, 472 (1984) citing Balk v. Ford Motor Co., 446 Pa.
137, 140, 285 A.2d 182 (1971).
40. In the current matter, the Instant Petition to Open was filed with this Court
6
promptly after receiving notice of entry of Judgment.
41. A meritorious defense to the Complaint can be shown, as more fully set forth in
this Petition,primarily that the debt and attorney's collection fee purported to be owed by
Petitioner to Respondent is meritoriously disputed.
42. This Court should exercise its equitable discretion to open the Judgment so as to
allow Petitioner's meritorious defenses to be heard.
IV. REQUEST FOR STAY OF PROCEEDINGS
43. Petitioner hereby incorporates all of the above paragraphs as if more fully set forth
at length below.
44. Respondent has obtained the Judgment by confession.
45. The Judgment, for reasons stated above, should be opened to allow the Court to
determine the meritorious defenses of the Petitioner.
46. Failure to stay all matters, including without limitation, any levy or attachment,
would cause the Petitioner to incur unnecessary expense and unnecessary harm.
47. The harm that Petitioner would sustain far outweighs any potential injury that
would be incurred by the Respondent as a result of this stay of all proceedings until the this
Petition is heard.
WHEREFORE, Petitioner, Kantaben K. Patel hereby respectfully requests this
Honorable Court strike the judgment docketed at 13-7046 for lack of jurisdiction, or because no
warrant of confession of judgment exists, or, in the alternative, open the judgment docketed to
13-7046 so as to permit Petitioner's meritorious defenses to be heard, and that this Honorable
7
Court stay all proceedings in the interim. Furthermore, Petitioner respectfully requests this
Honorable Court grant such other and further relief as is just and proper.
Respectfully Submitted,
CUNNINGHAM& CHERNICOF , P.C.
Robert E. er 'cef quire
PA Supreme Court o: 23380
Gina L. Lauffer, Esquire
PA Supreme Court ID No: 313863
CUNNINGHAM & CHERNICOFF, P.C.
2320 North Second. Street
Harrisburg, PA 17110
�J Telephone: (717) 238-6570
Dated: Decembe�/ , 2013
8
VERIFICATION
I,Kantaben K. Patel, Defendant/Petitioner in the foregoing action, do hereby affirm that
the statements made in the foregoing are true and correct to the best of my knowledge,
information, and belief. I understand that this Verification is made subject to the penalties of 18
Pa. C.S.A., Section 4904,relating to unsworn falsification to authorities.
Date:
la ao l-3
By: Kantaben K. Patel
Navin K. Patel as Power of Attorney for
Kantaben K. Patel
EXHIBIT 'A'
r
4
i
PROMISSORY NOTE
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References In the shaded area are for Lenders use only and do not limit the ap 311cablilly of this document to any particular loan or item.
Borrower: HARI RAM,INC. (TIN: 23-2512355) Lender: ORRSTOWN BANK
1188 GREENFIELD DR. P.O.Box 250
MECHANICSBURG,PA 17055 Shippensburg,PA 17257
Principal Amount: $2,669,000.00 Initial Rate: 9500% Date of Note: January 17, 2001
PROMISE TO PAY. HARI RAM,INC.("Borrower')promises to pay to ORRSTOWN BANK("Lender"),or order,in lawful money of the United
States of America,the principal amount of Two Million Six Hundred Sixty Nine Thousand&00/100 Dollars($2,669,000.00)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. Subject to any payment changes resulting from changes in the Index,Borrower will pay this loan In accordance with the following
payment schedule:
12 consecutive monthly interest payments,beginning February 17,2001,with interest calculated on the unpaid principal
balances at an interest rate of 9500%per annum; 24 consecutive monthly principal and Interest payments of$24,87868
each, beginning February 17,2062,with Interest calculated on the unpaid principal balances at an interest rate of 9-500%
per annumtSnd 216 consecutive monthly principal'and Interest payments in the initial amount of $26,014.16 each,
beginning F February 17, 2004, with interest calculated on the unpaid principal balances at an Interest rate of 0.500
percentage points over the Index described below. Borrower's final payment at$26,014.16 will be due on January 17,2022.
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.
The annual Interest rate for this Note is computed on a 3651360 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. The annual Interest rate
for this Note during the permanent loan phase is computed on a 3651360 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.. Unless otherwise agreed or required by
applicable law,payments will be applied first to accrued unpaid Interest,then to principal,and any remaining amount to any unpaid collection costs
and late charges.
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 notice to Borrower. Lender will tell Borrower the current Index
rate upon Borrower's request Borrower understands that Lender may make loans based on other rates as well. The interest rate change will not occur-
mare often than-gac�veer. The Index currently Is 9500%per annum. The Interest rate or rates to be applied to the.unpatd principal balance of
this Note will be the rate or rates set forth above In the"Payment"section. NOTICE: Under no circumstances will the Interest rate on this Note be
more than the maximum rate allowed by applicable law. Whenever increases occur In the interest rate,Lender,at its option,may do one or more of the
following: (a)increase Borrower's payments to ensure Borrowers loan will pay oft by its original final maturity date, (b)increase Borrower's payments
to cover accruing interest, (c)increase the number of Borrower's payments,and (d)continue Borrowers payments at the same amount and increase
Borrowers final payment
PREPAYMENT. Borrower may pay without penalty 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 Borrowers 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.
LATE CHARGE. If a payment Is 16 days or more late,Borrower will be charged 5.000%at the regularly scheduled payment or$50.00,whichever
is greater.
DEFAULT. Borrower will be In default If any of the following happens: (a)Borrower fails to make any payment when due. (b)Borrower breaks any
promise Borrower has made to Lender,or Borrower fails to comply with or to perform when due any other term, obligation,covenant, or condition
contained In this Note or any agreement related to this Note,or In any other agreement or loan Borrower has with Lender. (c)Borrower defaults under
any loan,extension of credit,security agreement, purchase or sales agreement,or any other agreement,in favor of any other creditor or person that
may materially affect any of Borrowers property or Borrowers ability to repay this Note or perform Borrower's obligations under this Note or any of the
Related Documents. (d)Any representation or statement made or furnished to Lender by Borrower or on Borrowers behalf is false or misleading in any
material respect either now or at the time made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for any part of Borrower's
property,Borrower makes an assignment for the benefit of creditors,or any proceeding is commenced either by Borrower or against Borrower under
any bankruptcy or insolvency laws. (0 Any creditor tries to take any of Borrowers property on or In which Lender has a lien or security Interest. This
Includes a garnishment of any of Borrowers accounts with Lender. (g)Any guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h)A material adverse change occurs In Borrower's financial condition,.or Lender believes the
prospect of payment or performance of the Indebtedness is Impaired. (i)Lender In good faith deems itself insecure.
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(and no event of default will have occurred)if Borrower,after receiving written notice from
Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) If the cure requires more than fifteen (15) days,
Immediately initiates steps which Lender deems In Lenders sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default,Lender may,after giving such notices as required by applicable law,declare the entire unpaid principal balance on
this Note and all accrued unpaid Interest immediately due,and then Borrower will pay that amount. Upon default,Including failure to pay upon final
maturity,Lender,at its option,may also,If permitted under applicable law,Increase the variable interest rate on this Note by 4.000 percentage points.
The Interest rate will not exceed the maximum rate permitted by applicable law. Lender may dire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount This Includes,subject to any limits under applicable law,Lenders attorneys'fees
and Lenders legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (Including
efforts to modify or vacate any automatic stay or injunction), appeals,and any anticipated post-judgment collection services. If not prohibited by
applicable law, Borrower also will pay any court costs,in addition to all other sums provided by law. If judgment is entered in connection with this
Note,Interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. This Note
01-17-2001 PROMISSORY NOTE Page 2
Loan No (Continued)
has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania If there Is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Cumberland County,the Commonwealth of Pennsylvania. This Note shall be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security Interest In,and hereby assigns, conveys, delivers, pledges,and transfers to
Lender all Borrower's right,title and interest in and to,Borrower's accounts with Lender(whether checking,savings,or some other account),including
without limitation all accounts held Jointly with someone else and all accounts Borrower may open in the future,excluding however all IRA and Keogh 1
accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law,to charge or setoff all sums owing on this Note against any and all such accounts.
COLLATERAL. This Note Is secured by,in addition to any other collateral,a Mortgage and an Assignment of All Rents dated January 17,2001,to
Lender on real property located in CUMBERLAND County, Commonwealth of Pennsylvania, all the terms and conditions of which are hereby
incorporated and made a part of this Nate.
LINE OF CREDIT. This Note evidences a straight One of credit. Once the total amount of principal has been advanced,Borrower Is not entitled to
further loan advances. The following party or parties are authorized to request advances under the One of credit until Lender receives from Borrower at
Lender's address shown above written notice of revocation of their authority: KANJISHAI R.PATEL,PRESIDENT;and LAXMIKANT K.PATEL,VICE
PRESIDENT &SECRETARY. Borrower agrees to be fiable 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 STATEMENTS. 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 Odgintal 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 yearend, 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.
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. 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 eodent allowed by law,waive presentment, demand for
payment,protest 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 eodend(repeatedly and for any length of time)this loan,or release any party or guarantor or collateral;or Impair,fall 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. 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,AS OF ANY TERM,CONFESS OR ENTER JUDGMENT AGAINST
BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE,ALL ACCRUED INTEREST,LATE CHARGES,AND ANY AND ALL AMOUNTS
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH
AMOUNTS, TOGETHER WITH COSTS OF SUiT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL
BALANCE AND.ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF THIS
NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT
AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TiME AND
AT ALL TIMES UN71L 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,EXCEPT ANY NOTICE AND/OR
HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE 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 AND ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THE NOTE.
THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
BORROWER:
HARI RAM,INC.
pwfb : :.N ...::•_z.... �.:_.m
KANJISHAI R. ATE-,PRESIDENT LAXi41KANT K.PATEL,VICE PRESIDENT&SECRETARY
Varlable Rate.. LASER PRO,Reg.U.S.Pat.&T.M.Off.,Ver.3.29e(C)Conoentrex 2001 All rlghte reserved.[PA-020 F3.29a P3.29a 074200L.LN C2.OVLI
s
E ITBIVC
BUSINESS# 1971827 v.I
i
1 L RECORDAT)ON,REQUESTED-BY:
ORRSTOWN BANK
rJ P.O.BOX 260 p` q [t)5
Shdppensburg,PA 17267 (ZECORU•- l
j �U!•1E3rRtAND COUNTY-PA
WHEN RECORDED MAIL TO: Q1 JAN 22 P� 12 2�
ORRSTOWN BANK
P.O.BOX 260
Shippenaburg,PA 17267
i
SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
OPEN - END CONSTRUCTION MORTGAGE
THIS MORTGAGE SECURES FUTURE ADVANCES
THIS MORTGAGE IS DATED JANUARY 17,2001,between HARI RAM,INC.,whose address is 1188 GREENFIELD
DR.,MECHANICSBURG, PA 17056(referred to below as "Grantor"); and ORRSTOWN BANK,whose address Is
P.O.Box 260,Shippeneburg,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 M and to the following described real property,together with all existing or subsequently
erected or affixed bolldings,Improvements and fbdures;all streets,lanes,alleys,passages,and ways;all easements,rights of way,all dbodes,
privileges, tenements, heredllaments,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 stook In utilities with dftoh or Irrigation righ ;and al
other rights,royalties,and profits relating to the real property,inducting without 11mltalbn art minerals,all,-gas,geothermal and similar matters,
In CUMBERLAND County,Commonwealth of Pennsylvania(the"Real Property"):
DEED DATED 2-25-00 AND RECORDED IN BOOK 216 PAGE 724 IN SILVER SPRING TWP.
The Reel Properly or b address Is commonly known as LOT 30 BENT CREEK SUBDIVISION,
MECHANICSBURG,PA 17056.
Grantor presently assigns to Lender all of Grantor's right,d9e,and Interest In and to all leases of the Property and all Rents ham the Property. In
addition,Grantor grant&to Lender a Uniform Commercial Code security Interest in the Personal Property and Rents.
DEFINITIONS.The following words shat[have the foftowing meanings when used In this Mortgage.Terms not otherwise defined In this Mortgage shall
have the meanings attributed to such terms In the Uniform Commercial Code. AN references to dollar amounts shall mean amounts In lawful money a(
the United Slates of America.
Existing Indebtedness.The words"Eldsting Indebtednoss"mean the Indebtedness described below In the Existing Indebtedness section of this
Mortgage.
Grantor.The word"Grantor'means HARI RAM,INC. The Grantor Is the mortgagor under this Mortgage.
Guarantor. The word'Guarantor"means and Includes without timttatlon each and all of the guarantors,sureties,and accommodation parties In
connection with the Indebtedness.
Improvemenle. The ward"Improvements'means and Includes without dmtiatlon all exlelfriq and future Improvements,buildings,structures,
mobile homes of and on the Real Property,facltitiea,additions,replacements and other construction on the Real Property.
Indebtedness. The word Indebtedness'means all principal and Interest payable under the Note and any amounts expanded or advanced by
Lender to discharge obligations of Grantor or expenses Incurred by Lander to enforce obligations of Grantor under this Mortgage,together with
Interest on such amounts as provided In this Mortgage. The lien and security Interests created pursuant to this Mortgage covering the
Indebtedness which may be greeted In the future shall relate back to the date of this Mortgage.
Lender. The word"Lender"meads ORRSTOWN BANK,Its successors and assigns.The Lender Is the mortgages under this Mortgage.
e wora a -meelinlh tamterartdlmIud"taoumnllgvmral-ass
Interest provisions relating to the Personal Property and Rents.
Note. The word'Note"means the promissory note or credit agreement dated January 17,2001,In the original principal amount of
$2,669,000.00 from Grantor to Lander,together with ail renewals of,extensions of,modifications of,refinancings at,consolidations of,and
substitutions for the promissory note or agreement.The maturity date of this Mortgage Is January 17,2022. NOTICE TO GRANTOR: THE NOTE
CONTAINS A VARIABLE INTEREST RATE.
Personal Property. The words"Personal Property'mean all equipment,fixtures,and other articles of personal property now or hereafter owned
by Grantor,and now or hereafter attached or affixed to the Real Properly;together with all accessions,parts,and addldons to,all replacements of,
and as substitutions for,any of such property;and together with all proceeds(including without ilmtia on all Insurance proceeds and refunds of
premiums)from any sale or other disposition of the Property.
j Properly.The word"Property'means collectively the Real Property and the Personal Property.
Real Property.The words"Real Property"mean the property,interests and rights dascrlbed above in the"Grant of Mortgage"section.
Related Documents. The words'Related Documents"mean and Include without limllallon all promissory notes,credit agreements,loan
agreements,environmental agreements,guaranties,security agreements,mortgages,deeds of trust,and all other Instruments,agreements and
documents,whether now or hereaflor existing,executed In connection with the Indebtedness.
Rents. The word'Rents'means all present and future rents,revenues,Income,Issues,royaldes,profits,and other benefits derived from the
Property.
I
THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,18
GIVEN TO SECURE (1)PAYMENT OF THE INDEBTEDNESS AND (2)PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS
MORTGAGE AND THE RELATED DOCUMENTS.THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS$
PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage;Grantor shall pay to Lander all amounts aeoured by iNs Mortgage
as they become due,and shah strictly perform eat of Grantor's obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantors possession and use at the Property shat be governed by the
following provisions:
Possession and Use. Until In delaull or until Lender exercises Its right to collect Rents as Provided for In the Assignment of Rents form executed
by Grantor In connection with the Property,Grantor may remain In possession and control of and operate and manage the Property and collect
the Rents from the Property.
Duty to Maintain. Grantor shad maintain the property In tenantable condlilon and promptly perform all repair$,replacements,and maintenance
necessary to preserve its value.
! Hazardous Substances. The[arms"hazardous waste,""hazardous substance;"disposal,"'release;and"threatened release,"as used In this
Mortgage,shall have the same meanings as set forth In the Comprehensive Environmental Response,Componsation,and Liability Act of 1960,as
amended,42 U.S.C.Section 9601,at seq.("CERCLA"), the Supertund Amendments and Reauthortza(lon Act of 1966,Pub.1..No.99-499
(SARA"),the Hazardous Materials Transportation Act,49 U,S.C.Section 1601,at seq.,the Resource Conservation and Recovery Act,42 U.S.C.
Section 6901,at seq.,or other applicable stale or Federal laws,rules,or regulations adopted pursuant to any of the foregoing. The terms
"hazardous waste"and"hazardous substance"shall also Include,without limitation,petroleum and petroleum by—products or any fraction thereof
and asbestos. Grantor represents and warrants to Lender that: (a)During the period of Grantors ownership of the Property,there has boon no
use,generation,manufacture,storage,treatment,disposal,release or threatened�p f any hair oy s waste Or substance by any parson on,
.800K[ TAOE"L 1
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I - '
_. .I 01-17-2001 MORTGAGE -- - - — -Page 2
Loan No (Continued)
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under,about or from the Property; (b)Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to
and acknowledged by Lender In willing, (1)any use,generation,manufacture,storage,treatment,disposal,release,or threatened release of any
hazardous waste or substance ON under,about or from the Property by any prior owners or*occupants of the Property or (B)arty actual or
threatened litigation or claims of any kind by any person totaling to such matters;and (c)Except as previously disclosed to and a nowiedii by
! Lando(In writing, p)neither Grantor nor arty tenant,contractor,agent or other authorized user of the Property shell use,generate,manufacture,
store,treat,dispose of,or release any hazardous waste or substance on,under,about or from the Property and (it)any such so"shag be
conducted In compliance with ar appnoable federal,state,and local laws,regulations and ordinances,Including without ImItallon those laws,
regulations,and ordinances described above. Grantor authorizes Lender and Its agents to enter upon the Property to make such Inspeotions and
tests,at Grantor's expense,as Lender may doom appropriate to determine compliance of the Property with this seotlon of the Mortgage. Any
Inspeotlons or tests made by Lender shell be for Lender's purposes only and shelf not be construed to create any responstblitty 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 duo diligence In
Investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a)releases and wales any fuhr¢claims against
Lender for Indemnity or contribution in the event Grantor becomes gable for cleanup or other costs under any such laws,and (b)agrees to
Indemnity and hold harmless Lender against arty and all claims,losses,liabilities,damages,penalties,and expenses which Lender may dlm*or
Indtrectly sustain or sutler resulting from a breach of this section of the Mortgage or as a consequence of any use.generation,manufacture,
j storage,disposal,release or threatened release of it hazardous waste or substance on the properties. The provisions of this section of the
Mortgage,Including the obligation to tndemnlfy,shall survive the payment of the Indebtedness and the satisfaction and reconvoyaws of the iron of
this Mortgage and shall not be affected by Lender's acquisition of any interest In the P(operty,whether by foreclosure or otherwise.
Nuisance,Waste. Grantor shag not cause,conduct or permd any nuisance nor commit,permit,or suffer any stopping of or waste on of to the
Property or any portion of the Property. Without llmltlng the generally of the foregoing,Grantor will not remove,or grant to any other party the
right to remove,any limber,minerals Qrtcludlng on and gas),tog,gravel or rook products without the prior written consent of Lander.
Removal of Improvements. Grantor shell not demolish or remove any Improvements from the Real Property without the prior written consent of
Lender. As a oondltlon to the removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Under to replace
such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Its agents and representatives may enter upon the Real Property at all reasonable times to attend to
Lender's Interests and to Inspect the Property for purposes of Grantors compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shag promptly comply with all laws,ordinances,and regulations,now or hereafter In
effect, of all governmental authorities applicable to the use or occupancy of the Property,Inoluding without limitation,the Americans With
Disab'Ifles Act. Grantor may contest In good faith any such law,ordnance,or regulation and withhold compliance durinngp any prcoeeoing,
Including appropriate appeals,so long as Grantor has notified Lander In willing prior to doing so and so long ea,In Landees 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 Lenders Interest.
Duty to Protect. Grantor agrees neither to abandon not leave unattended the Property. Grantor shag do ail other sob,In addition to those acts
W faith above In this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property.
CONSTRUCTION LOAN. If some or do of the proceeds of the ban creating the Indebtedness are to be used to construct or complete construction of
any Improvements on the Property,the Improvements she'be complebd no I¢ler than the maturittyy date of the Note(or such earlier date as Lander
may reasonably establish)and Grantor shag pay In hlf ail costa and expanses in oonnaciton uvith the work. lender,at Ile option,may disburse loan
prooeeda under ouch terms artd e."'r—as Lender msy be
necessary ro insure that the Interest seated by title Mortgage shag have priority owe
al possible'arm,Inoluding Ihaa of material suppAen and workmen. lender may require,among other things,Out me disbursement a requests lea
U by racelpted bile,eVa..affidavits'wslvare el Item,oonstruolon progreu reports, and each other documentation m Lander may
reasonably requtaL
DUE ON SALE-CONSENT BY LENDER.Lender may,of Its option,declare Immediately due and payable ail sums secured by Otis Mortgage upon the
sale or transfer,without the Lender's prior written consant,of an or any part of the Real Property,or any Interest M the Real Properly. A bets or
transhe means the Conveyance of Real Property or any right,the or Interest therein;whether legal,beneficial or egtdtsbfo•,whether voluntary or
Involuntary;whether by outright safe,deed,Installment sale contract,land contract,contract for dead,leasehold Interest with a term greater than fixes
(3)years,loate-option contract,or by sate,assignment,or Yanafar of any beneficial Interest In or to any land trust holding tlga to the Rani Propery,or
by any other method of conveyance of Real Property Interest. N any Grantor Is a corporation,partnorshi or limited Ilabfilly,company,transfer also
Includes arty change In ownership of more than twenty-Ave percent(E6%)of the voting stook,partnership Interests or limited liability company Intem%
as the case may be,of 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 relsl4q to the taxes and Iona on the Property are a part of this Mortgage.
PsymenL Grantor shag pay when due(and In all events prior to delinquency)all taxes,payroll taxes,epeolal taxes,asaesamenb,water Charges
and sower aeMoe charges levied against or on account of the Property,and shall pay when due all claims tot work dare on Or for seMOes
rendered or material fumMad to the Property. Grantor shall maintain the Property free of of Bons having priority over at equal to the Interest of
Lender under this Marl a exce 1 for the lien of loxes and assessments not due,except for the Etdsting indebtedness r¢fenad to below,and
except as otherwise pro e n s allowing paragraph.
Right To Contest. Grantor may withhold payment of any lax,assessment,or claim In connection with a good faith dispute over the obligation to
Illy,so long as Londar's Interest In the Properly b not jeopardized. if alien arises or Is filed as a result of nonpayment.Grantor shad within fifteen
(16)days after the lion arises or,If a Ilan Is Ned,within fifteen(16)days after Grantor has notice of the Bing,secure the discharge of the flan,or If
requested by Lender,deposit with Lender cash or a sufficient corporate suety bond or other security satisfactory to Lender In an amount su ffica d
to discharge the ten plus any costs and attorneys'fees or other charges that could accrue as a result of a foreclosure or sale under the den. In
any contest,Grantor shall defend Itself and Lander and shall satisfy arty adverse judgment before enforcement against the Property. Grantor shag
name Lender as an additional obligee under any surety bond fumlahed In the contest proceedings.
Evidence of Payment, Grantor ahal upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and ehal
authorize the appropriate governmental official to delver to Lander at any lime a written statement of the taxes and assessments against the
Property.
Nonce of Construction. Grantor shall notify Lender at least fifteen(16)days before any work Is commenced,any sorvtoes are furnished,or any
materials are supplied to the Property,H any mecharlo'e lien,materialmsn'a lien,or other non could be assailed on account of the work,sm*M
or materials Grantor win upon request of Lander furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the
cost of such Improvements.
PROPERTY DAMAGE INSURANCE The following provisions relating to insuring the Property are a part of(his Mortgage.
Maintenance of Insurance. Grantor shall procure and maintain policies of Ara Insurance with standard extended coverage endorsements on a
i replacement basis for the full Insurable value covering al Improvements on the Real Properly In an amount sufficient to avoid applcatlon of any
coinsurance clause,and with a standard mortgagee clause In favor of Lender. Grantor shall also procure and mafntatn comprehensive general
I Ilebllty Iruurence In such ooverege amounts sa Lender may request with Lender belrp named as additional insureds In such labil y Insurance
poticias Addlllonely Oranlor shall mslnteln ouch otfxut Insurance,including but not limited IC hazard,business Interruption and bolter insurance
as Lends(may require. Pofieka shed be written by such Insurance companies and In such form as may be reasonably acceptable to Lender.
Grantor shng deliver to Lander eertiAcates of coverage hom sects Insurer eontaiNng a egpulatlon that coverage will not be canceled or diminished
without a mMlmum of hers(10)days'prior written notice tC Lsndor aril not oontalnlrtg arty disclaimer of the Insureds liability for falurs to give such
notice. Each Insurance policy also shall Inciude an endorsement providing That ooverege In favor of Lender will not be Impalred In arty way by arty
act omission or default of Grantor or arty other person. Should Ihs Reat Propery et airy Ilma become located In an am&designated by the
D4eolor of Oka Federal Emergency Menepement Aperxty as a apeclal flood hazard area,Grantor agrees to obtain and maintain Federal Flood
Insurance fa the lug unpaid prtnolpal balance of the teen end any prior Bens on the property scouring the loan,up to the maximum policy limits set
I under the Neill flood Insurance Program,or as otherwise required by lender,and to maintain such Insurance for the term of the loan.
Application of Proceeds. Grantor shag promptly notify Lender of any loss or damage to the Property. Lander may make proof of loss it Grantor
r fags to do so within Afton(16)days of the casualty. Whether or not Lender's swudty Is Impaired,Lender may,at Its election,apply the proceeds
to the reduction of the Indebtedness,payment of any flan affecting the Property,or the restoration and repair of the Properly. If Lender eleols to
apply the proceeds to restoration and repair.Grantor shall repair of 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 coal of repair
f or restoration If Grantor is not In default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their recelpt and
whch Lender has not committed to the repair or restoration of the Property shag be used Aral to pay any amount owing to Lender under this
Mortgage,then to pay accrued Interest,and the remainder,If any,shall be applied to the principal beta!+,�p��a.tndebtod� If Lander holds
l arty proceeds after payment In full of the Indebtedness,such proceeds shalt be paid to Orenlor. $QQK ibW?Ali to
Unexpired Insurance at Salo. Any unexpired Insurance shall Inure to the benefit d,and pees to,the purchaser of the Property covered by this
j Mortgage at any trustee's sate or other sale held under the provisions of this Mortgage,or at any foreclosure sale of such Property.
I
�01-17-2001 MORTGAGE Page 3
Loan No (Continued)
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 shat 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 requitement. If any
Proceads from the Insurance become payable on loss,the provisions In this Mortgage for division of proceeds shad apply only to that portion of
ha 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 shelf furnish to Lender a report on each
wdsft policy of Insurance showing; (a)the name of the Insurer, (b)the risks Insured; (o)the amount of the policy; (d)the property Insured,the
then current replacement value of such property,and the manner of determining that value;and (e)the expiration dale of the policy. Grantor
shelf,upon request of Lender,have an Independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property.
EXPENDITURES BY LENDER.If Grantor fells to comply with any provision of[his Mortgage,including any obligation to maintain ExisIN Indebtedness
In good standing as required below,or If any action or proceeding Is commenced that would materially affect LerWefa interests In the Property,Lander
on Grantor's behalf may,but shall not be required lo,lake any action that Lender deans appropriate. Any amount that lender expands In so doing wit
boar Interest at the fate provided for In the Note from the data Incurred or paid by Lender to the date of repayment by Grantor. All such expenses,at
lender's option,will (a)be payable on demand, (b)be added to the balance of the Note and be apportioned among and be payable with any
Instalment payments to become dus during either m the tern of any aQpdoable Insurance policy or (1)the remaining term of the Note,or (o)be
heated as a balloon payment which win be due and payable at the Notes maturity. This Mortgage also will secure payment of these amounts. The
rights provided for In this paragraph shall be In addition to any other rights or any remedies to which Lender may be entitled on account of the default.
Any such action by Lander chap not be construed as oudng the default so as to bar Lander from any remedy that O otherwise would have had.
Grantors obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure Judgment.
WARRANTY;DEFENSE OF TITLE.The following provisions mlaling to ownership of the Property are a pad of INs Mortgage.
Title. Grantor warrants thee (a)Grantor holds good and marketable ripe of moord to The Property In too simple,free and clear of all Iona and
encumbrances other than those set forth in the Real Property description or In the Existing Indebtedness section below or in any Otis Insurance
policy,Mlle report,or Mad One 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 Tills. Mloot to the exception In the paragraph above,Grantor warrants and will forever defend the title to the Property against the
1 lawful claims of as persons. In the event any action or proceeding Is commenced that questions Grantors title or the Interest of Lender under this
Mortgage.Grantor shall defend the action U Granter's expense. Grantor may be the nominal party In such proceeding,but Lender shall be
entmed to participate In the proceeding and to be ropresented in the proceeding by counsel of Lenders own choice,and Grantor will doilver,or
cause to be dolvemd,to Lender such Instruments as Lender may request from Arne to time to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantors use of the Property compiles with all 9*fing applicable laws,
ordinances,and regulations of governments[authorities.
EXISTING INDEBTEDNESS.The following provisions concerning existing Indebtedness(the'Exisling Indeblednessl am a part of this Mortgage.
Existing Lien. The lien of this Mortgage securing the.Indebtedness may be secondary and Interior to an existing lien. Grantor expr
covenants and agrees to pay,or see to the payment of,the Existing Indebtedness and to prevent any default on such Indebtedness,any data
under the Instruments evidencing such Indebtedness,or any default under any seotrity documents for such indebtedness.
Default. It the payment Of any instalment of principal or any Interest on the Fxtsting Indebtedness Is not made within the time mgulrad by the note
evidencing such Indebtedness,or should a default occur under the Instrument securing such Indebtedness and not be oured during any
applicable grace period therein,than,at the option of Lender,the Indebtedness secured by this Mortgage shall become Immediately due and
payable,and this Mortgage shag be In detaul.
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 renewed without the prior written consent of Lender. Grantor she)
neither request nor accept any future advances under any such seourtly agreement without the prior written consent of lender.
CONDEMNATION. The following provisions raising to condemnation of the Property are a part of this Mortgage.
Application of Net Proceeds. If all or any pad of the Property Is condemned by eminent domain proceedings or by any proceeding or purchase
In bleu of condemnation,Lender may at Ile 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
abornays'tees Incurred by Lender In oonnedon with the condemnation.
Proceedings. If any proceeding In condemnation Is Ned,Grantor ahalf pm ptiy notify Lander In writing,and Grantor shall promptly lake such
steps as may be necessary,to defend the action and obtain the award. Grantor may be the nominal party In such proceeding,bud Lender Sisal be
entitled to pergolpete to the proceeding and to be represented In the proceeding by counsel of Its own choice,and Grantor will deliver or taupe to
be delivered to Lander such Instruments as may be requested by 11 from time to time to permit such participation.
IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions mlaOng to governmental taxes,tees
and hargerwo-i partcfihIrMartgage.
Current Taxes,Fees and Charges. Upon request by Lander,Grantor shall execute such documents In addition to this Mortgage and take
whatever other action Is requested by Lander to perfect and continue Landers lien on the Read Property. Grantor shag reimburse Lender for an
taxes,as described below,together with all expenses Incurred in recording,perfecting or continuing this Modgago,Including without Ini taflon all
taxes,foes,documentary stamps,and other charges for recording Of registering this Mortgago.
Taxes. The following shat constitute taxes to which this section apples: (a)a specific tax upon this type of Mortgage or upon all or arty pad of
the Indebtedness secured by this Mortgage; (b)a specific tax on Grantor which Grantor Is aulholzad or required to deduct from payments on the
Indebtedness secured by this We of Mortgage; (0)a tax an Ihie type of Mortgage chargeable against the Lender or the holder of the Note;and
(d)a speclllo tax on an or arty par lon of the Indebtedness or on payments of principal and Interest made by Grantor.
Subsequent Texas, if any tax to which this section applies Is enacted subsequent to the date of thts Mortgags,this evert shag have the same
effect as an Event of Default(as defined below),and Lender may exercise any or all of Its available remedies for an Event of Default as provided
below unless Grantor either (a)pays the lax before It becomes delinquent,or (b)contests the tax as provided above In the Texas and Us"
section and deposits with Lender cash or a euffidont corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions nesting to ihis Mortgage as a security agreement acv a part of Oda
l Mortgage.
Security Agreement. This Instrument shall constitute a security agreement to the extent any of the Property constitutes wwas or other personal
property,and Lender shag have all of the rights of a secured party under the Unporm Commercial Code as amended from time to Ome,
Security Interest. Upon request by Lander,Grantor shall execute financing statements and take whatever other action ts requested by Lender to
period and continue Lenders security interest In the Rents and Personal Property. In addition to recording this Mortgage In The reef property
records,Lender may,at any lime and without further sulhodmilon ham Grantor,foe executed counterparts,copies or reproductions of this
i Mortgage as a financing statement. Grantor shag reimburse Lender for an expenses Incurred In perfecting or continuing this security Interest.
Upon dolaull,Grantor shelf assemble the Persona[Property In a manner and at a place reasonably convenient to Grantor and Lander and make It
available to Lender within three(3)days after receipt of wrltien demand from Lender.
Addressee. The mating addresses of Grantor(debtor)and Lender(secured party),from which information concerning the esourfly Interest
granted by this Mortgage may be obtained(each as required by the Uniform Commercial Code),are as slated on the first page of this Mortgage.
FURTHER ASSURANCE;ADDITIONAL AUTHORIZATION. The following provisions relating to further assurances and additional authorization are a
part of this Mortgage.
Further Assurances. Al any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or win cause to be
made,executed or delivered,to Lander or to Lender's designee,and when requested by Lander,cause to be Mod.recorded,rallied,or
rerecorded,as the case may be,at such Omes and In such offices and places as Lender may deem appropriate,any and all such mortgages,
deeds of trust,security deeds,security agreements,financing statements,continuation statements,Instruments of further assurance,oadflestes,
and other documents as may,In the sole opinion of Lender,be necessary or desirable In order to effectuate,complete,perfect,continue,or
j preserve (a)the obligations of Grantor under the Note,this Mortgage,and the Related Documents,and (b)the liens and security Interests
I created by this Mortgage an the Property,whether now owned or hereafter acquired by Grantor. Unless prohibited by law or agreed to the
contrary by Lender In writing,Grantor shelf reimburse Lander for an costs and expenses Incurred�rjggr lion[h JhBryypOera retorted to In this
paragraph. jtj �1.1d
Additional Authorization.If Grantor fags 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 Granter's expense. For such purposes,Grantor hereby irrevocably authorizes Lander to make,execute,deliver,file,record and do
all other Ihings as may be necessary or desirable In lenders ante opinion.to eccompllsh the matters referred to In the preceding paragraph. 11 Is
l I
1
I
101-17-2001 MORTGAGE Page 4
Loan No (Continued)
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 an the obligations Imposed upon Grantor under this
Mortgage,Lender shall execute and deliver to Grantor a sullable satisfaction of this Mortgage and suitable statements of tofmI nation of any finarohog
statement on ate evidencing Undoes security interest In the Rents and the Personal Property. Grantor will pay,H permitted by applicable law,any
reasonable termination fee as determined by Lender from time to time.
j DEFAULT. Each of the following,at the option of Lender,shall consfilufa an event of default('Event of Default")under this Mortgage:
Default on Indebtedness.Failure of Grantor to make any payment when due on the Indebtedness.
Default an 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 fling of or to effect discharge of any lon.
i Compliance Default.Failure of Grantor to comply with any other term,obligation,covenant or condition contained In iNe Mortgage,the Note or In
any of the Related Documents.
Default In Favor of Third Parties. Should Grantor default under any loan,extension of credit,security agreement,purchase or sales agreement,
i or any other agreement,in favor of any other creditor or person that may materially affect any of Grantees property or Grantees ability to repay the
Note or Grantees ability to perform Grantees cblgsnons under this Mortgage or any of the Related Documents.
False Statements, Any warranty,representation or statement made or furnished to Lender by or on behalf of Grantor under this Mortgage,the
Note or the Related Documents Is false or misleading In any material respect either now or at the lime made or furnished.
i Defective Collaterelizellon.This Mortgage or any of the Related Documents ceases to be In fun force and affect pncludlrg fenure of any collateral
documents to create a valid and perfected security Interest or lien)at any rime and for any reason.
Insolvency.The dissolution or termination of Granloes existence as a going business,the Insolvency of Grantor,the appointment of a receiver for
Inds y bankruptcy roll rdvertmyy, assignment for sera by or noathei Grantor.of creditors,any type of creditor workout,or the commencement of any proceeding
Foreclosure,Forfelture,etc, Commencement of foreclosure or forfeiture proceedings,Whether by judIcW proceeding,self-hotp,repossession or
r any other method,by any creditor of Grantor or by any governmental agency against any of the Properly. However,this subsection shag not apply
In the avant of a good faith dispute by Grantor as to the valldily or reasonableness of the Balm which Is the basis of the foreclosure or forefalture
i proceeding,provided that Grantor gives Lender written nonce of such claim and furnishes rosaries or a surety bond for the claim satisfactory to
Lander.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement behvem Grantor and Lander that Is not remedied
within any grace period provided therein,Including without limitation any agreement conoemirg any Indebtedness or other obligation of Grantor to
Lender,whalhor existing now or later.
Dilating Indebtedness. A default shall occur under any Existing Indebtedness or under any Instrument on the Property securing any Existing
Indebtedness,or commencement of any suit or other action to foreclose any existing non on the Property.
Events Affecting Guarantor.Any of the preceding events ocours with respect to any Guarantor of any of the Indebtedness at any Guarantor ones
or becomes Incompetent,or revokes or disputes the validity of,or gabinly under,any Guaranty of the Indebtedness. Lender,at its opffan,may,but
shall not be requited to,permit the GuarmWe estate to assume unconditionally the obligations arising under the guaranty In a manner satisfactory
to Lender,and,In doing so,cure the Event of Default.
Adverse Change.A material adversa change am"In Grantees financial condition,or Lender believes the prospect of payment or performance
of the Indebtedness Is Impaired.
Insecurity,Lander In good faith deems Itself Insecure.
Right to Cure.It such a failure Is curable and H Grantor has not been given a nonce of a breach of the same provision of this Mortgage within the
preceding twelve(19)months,It may be cured(and no Event of Default will have occurred)lf Grantor, after Lender sends written notos
demanding cure of such failure: (a)cures the torture within fifteen(16)days;or (b)H the auto requires more than fifteen(15)days,knmadlately
INliates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary steps sufficient to produce
compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFALA.T. Upon the ooaurrence of any Event of Default and at any Urns thereafter,Lender,at Its 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. Subject to appfloabfa law,Lender shall have the right at its option without notice to Grantor to deolans the entire
Indebtedness immediately due and payable.
UCC Remedies. With respect to all or any part of the Personal Property,Lender shag have all the rights and romedles of a secured party under
the Uniform Commercial Code.
sctRmttrten wTtml-havo lh"ght,wMmut-nonosiaGrerdortoiakeposseulorrof•the•Pmperfr and-colleeHhe-Rentsrlrwudk"mou w
peal due and unpaid and apply the not proceeds,over and above Undoes costs,against the Indebtedness. In furtherance of this right,Lender
may require any
Fold, or other user of the Property to make payments of rent or use fees directly to Lander. It 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 negollata the same
and collect the proceeds. Payments by tenants or other users to Lender In response to LandoeB demand"I satisty the obligations for which the
payments are made,whether or not any proper grounds for the demand**led. Lender may exaralso its rights under this subparagraph either In
person,by agent,or through a receiver.
Appoint Receiver.Lender shell have the right to have a receiver appointed to take possession of d or any pat of the Property,with the power to
preload and preserve the Property,to operate the Property preceding foreclosure or sate,and to collect the Rents from the Property and apply One
proceeds,over and above the cost of the recelvarshfp,against the Indebtedness. The rocelver may serve without bond g permitted by law.
Undoes right to the appclntment of it receiver shell exist whether or not the apparent value of the Properly exoaods the Indebtedness by a
i substantial amount. Fmpioyrronl by lender shell not disqualify a person from aarving as a reeoivar.
I
Possession of the Property. For the purpose of procuring possession of the Propef Grantor hereby authorizes and empowers any offomey of
any court of record In the Commonwealth of Pennsylvania or elsewhere,as attorneyy for Lender and all persons claiming under a(through Lander,
to sign an agreement for entering In any competent court an amicable action in U.ant for possession of the Property and to appear for and
confess judgment against Grantor,and against all persons calming under or through Grantor,for the recovery by Lender of possession of the
I Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage verilled by affidavit,shall be a suficent warrant;and
thereupon a writ of possession may be Issued forthwith,without any prior writ or proceeding whatsoever.
Deficiency Judgment Lender may obtain a Judgment for any deficiency remaining In the Indebtedness due to Lender after application of all
amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. If Grantor remains In possession of the Property offer the Property Is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Grantor,Grantor shat become a lonant at sufferance of Lender or the purchaser of
i the Property and shaft,at Undoes option,either (a)pay a reasonable rental for the use of the Property,or (b)vacate the Properly 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 taw,Grantor hereby waives arty and all,right to have the property marshalled. in
exercising Its rights and remedies,Lander shall be free to sell all or anry 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. Lander shot give Grantor reasonable notice of the time and place of any public sate of the Personal Property or oftihe erns after
I which any private sale or other Intended disposition of the Personal Property Is to be made. Unless othe r ulrad by a a law,
reasonable notice shall mean notice given at least ton(10)days before the tine of the sate or disposition. ji00K 6095{'AGE
Waiver;Election of Remedlee, A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waiver of or prejudice the
parlya rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy shag-not
i exclude pursuit of any other remedy,and an election to make expenditures or lake action to perform an obligation of Grantor under this Mortgage
i slier tenure of Grantor to perform shag not affect Lender's right to declare a default and exercise Its remedies under this Mortgage.
Attorneys'Fees;Expenses.If Lender Institutes any suit ar action to enforce any of the terms of this Mortgage,Lender shall be entitled to recover
i such sum as the occrl may adjudge reasonable as attorneys'fees at trial and an any appeal. Whether or not any court action is Involved,at
I reasonable expenses Incurred by Lender[het In Lender's opinion are necessary at any Urns for the protection of Its Interest or the enforcement of
�01-17-2001 MORTGAGE Page 6
Loan No (Continued)
Its rights shag become a part of the Indebtedness payable on demand and shall beer Interest from the date of expedilure until repaid at the rate
provided for In the Note. Expenses covered by this paragraph Include,without timllation,however subject to any Ihniis under applicable law,
lender's attorneys'fees and Lender's legal expenses whether or not there Is a lawsldl,Including attorneys'fees for bankruptcy proceedings
(Including efforts to mothly or vax:ale any automatic stay or Injunction),appeals and any anticipated post-judgment collection services,the oast of
searchlnp records,obtaining the reports(Including foreclosure reports),surveyors'reports,and appraisal fees,and figs Insurance,to the extent
permltter!by applicable law. Grantor also wig pay any court costs,In addition to all other sums provided by law.
NOTICES TO GRANTOR AND OTHER PARTIES. Unless otherwise provided by applicable law,any notice under this Mortgage shall be In writing,
may be sent by teiefaoslmGe(urdese otherwise required by taw),and shag be effective when actually delivered,or when deposited with a nationallyy
recognhed overnight courier,or,II melted,shall be deemed effective when deposited In the United States mail first class,cerUged or registered ma4
postage prepaid,directed to the addresses shown now the beginning of this Mortgage. Any party may change Its address for notion under thls
Mortgage by giving formal written notice to the other parties,specifying that the purpose of the notice Is to change the party's address. AN copies of
notices of foreclosure from the holder of any Ilan which has priority over this Mortgage,and notices pursuant 42 Pa.C.S.A.Section 5143,at seq.,shag
be sent to Lender's address,as shown near the beginning of this Mortgage. For notice purposes,Grantor agrees to keep Lander Inlormad at all times
of Grantors current address.
MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a pert of this Mortgage:
Amendments. This Mortgage,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the
maters set forth in this Mortgage. No alteration of or amendment to this Mortgage shag 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. II the Property Is used for purposes other than Grantor%residence,Grantor shag 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 Lander shall require.
"Net operating Income shag mean all cash receipts from the Property less all cash expenditures MA40 In connection with the operallan of the
Property.
Applicable
orrttlgage shall be governed by Mortgage In delivered
aceo dance with the laws accepted he Commonwealth of Commonwealth
ennsyly�of Pennaylventa This
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.
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 lot the benefit of Lender In any capacity,without the written consent of Lender.
Multiple Ponies;Corporate Authority. Alt obligations of Grantor under this Mortgage shah be joint and several,and all references to Grantor
shall mean each and every Grantor,This means that each of the persons signing below Is responsible for all obligations In this Mortgage.
Severabgity. If a court of competent junisdlotion finds any provision of this Mortgage to be Invalid or unenforceable as to any person or
droumstance,such finding shag not render that pprovision Imald or unenforceable as to Any other persons or droumstances. If feasible,any such
offending provision shag be deemed to be modlliad to be within the gaps of enfarceabitlty,or validity;however,g the offending provision cannot be
to modified,it shall be stricken and all other provisions of this Mortgage In all other respects shelf remain valid and enforceable.
Successors and Assigns. Subject to the tknitations stated In this Mortgage on transfer of Grantor's Interest,this Mortgage shag be binding upon
and Inure to the benefit of the parties,their helre,personal representatives,successors and assigns. If ownership of the Property becomes vested
In a person other than Grantor,Lander,without notice to Grantor,may deal with Grantors successors with reference to this Mortgage and the
Indebtedness by way of forbearance or edanslon without releasing Grantor from the obligations of this Mortgage or gabli y under the
Indebtedness.
Time Is of the Essence.Tlme is of the essence In the performance of the Mortgage.
Waivers and Cnesnts. Lander shell not be deemed to have waived any rights under this Mortgage(or under the Related Documents)unless
such waiver is In writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shag operate as a welver of
such right or arty other right. A waiver by any party of a provision of this Mortgage shag not constitute a waiver of or prejudice the party's right
otherwise to demand atrtd compliance with that provision or any other provision. No prior waiver by Lander,not any courts of dealing between
Lender and Grantor,shag constitute a waiver of any of Lenders rights or any of Grantor's obligations as to any future transactions. Wherever
consent by Lender Is required In 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.
GRANTOR ACKNOWLEDGES HIVING READ ALL THE PROVISIONS OF THIS MORTOAGE,AND GRANTOR AGREES TO ITS TERMS.
THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GRANTOR:
HARI RAM,INC. g
By � �a. X .Y 4 :icy'°'.
KANJIBHA R.PATEL,PRESIDENT d
�Y.l�A�'�.
A)MI CANT 1. ATEL,VICE PRESIDENT R BE
SECRETARY
ATTEST
c?t ^.; ... z ^s�• ?%`'y ^<==; (Corporate Seal)
- et ry or Assistant Secretary
Signed,acknowledged and delivered In the presence of:
X
Witness
' X
Witness
CERTIFICATE OF RESIDENCE
I hereby tartly,that the precise address of the mortgages,ORRSTOWN BANK,herein b as follovp:
PO.Box 260,Shippensburg,PA 17267
j AttaAeY.or Agent for mcriogse
i
eooK1665PAK 115
X01-17-2001 MORTGAGE Page 6
(Continued)
CORPORATE ACKNOWLEDGMENT
STATE OF �2nf 9�V4n1'd» 1
/'� )88
COUNTYOF
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i On INS,the 11� day of aruAr 20 Ok , before me. SfNC`I m S7rE0c.1-: the
undersigned Notary Pubtlo, personalty appeared KbANJISHAI R. PATEL and LAXMIKANT K.PATEL who acknowledged themselves to be
PRESIDENT and VICE PRESIDENT&SECRETARY of HARI RAM,INC.,a corporation,and that they as such PRESIDENT and VICE PRESIDENT&
SECRETARY,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 and VICE PRESIDENT&SECRETARY.
In witness whereof,I hereunto set my hand and official seat.
� a.
Nol P Ib in gnat for the Stale of
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Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P O BOX 250
SHIPPENSBURG,PA
17257
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
i P O BOX 260
SHIPPENSBURG,PA
If 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,Aol No. 126 of 7990)
Amount Secured Hereby: $640,000.00
THIS MORTGAGE dated July 8, 2008, Is made and executed between Hari-Ram, Ino., 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 O BOX 250,
SHIPPENSBURG,PA 17257 (referred to below as"Lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases, confirms and mortgages to Lender all of Grantor's right,title,and Interest in and to the following described
real property, together with all existing or subsequently erected or affixed buildings,improvements and fixtures;all
streets, lanes, alleys, passages, and ways; all easements, tights 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, toyaltios, and profits relating to the real property, including without
limitation all minerals,oil,gas,geothermal and similar matters, (the Real Property")lo
" cated 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 Lander,or any one or more of them,as well as all claims by tender
against Borrower and Grantor o any one or more or them,wiflither now ng of narealtal arising,whether s a e o
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 unllqufdated,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 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 THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
GRANTOR'S WAIVERS. Grantor wolves all rights or defenses arising by reason of any action"of"anti-deficiency"
low, or any other law which may prevent Lender from bringing any action against Grantor, Including a claim for
deficiency to the extent Lender la otherwiso entitled to a olalm for deficiency,before or after Lender's commencement
i 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; (b)Grantor has the full power,right,and authority to enter Into
this Mortgage and to hypothecate the Property; (o)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 (e) Lender has made no
representation to Grantor about Borrower(Including without limitation the creditworthiness of Borrower).
1 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 shell 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
I
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; (2) use,operate or manage the Property;and (3) collect the Rents from the Property.
i
i
i
MORTGAGE
(Continued) Page 2
I
Duty to Maintain. Grantor shall maintain the Property in tonaffluble condition and promptly perform all repairs,
replacements,and maintonancR necessary to preserve Its value.
Compliance With Environmental Laws. Grantor represents and warrants to Lender that: 0) 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 and
acknowledged by Lender In writing, le) any breach or violation of any Environmental Laws, (b) any use,
generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance
on,under,about or from the Property by any prior owners or occupants of the Property,or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously
disclosed to and acknowledged by Lander In writing, (a) neither Grantor not 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 teals, 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 Lander shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the port of Lender to Grantor or
to any other person. The representations and warranties contained herein are based on Grantor's due diligence In
i 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 costa under
any such laws;and (2) agrees to Indemnify,defend,and hold harmless Lender against any and all claims,losses,
liabilities,damages,penalties,and expenses which Lander may directly or Indirectly sustain or suffer resulting from
e breech of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage,
disposal,release or threatened release occurring prior to Grantor's ownership or Interest In the Property,whether
of not the some was or should have been known to Grantor. The provlalons of this section of the Mortgage,
Including the obligation to Indemnity and defend,shag survive the payment of the Indebtedness and the satisfaction
and reconveyance of the Ilan of this Mortgage and shag not be affected by Lender's acquisition of any Interest In
the Property,whether by foreclosure or otherwise,
Nuisance,Waste. Grantor shall rot 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 parry the right to remove,any timber,minerals(Including
oil and gee),coal,clay,scoria,sell,gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Reel Property
without Lender's prior written consent. As a condition to the removal of any Improvements,Lender may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least
equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all
reasonable times to attend to Lender's Interests and to Inspect the Real Property for purposes of Grantor's
compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements, Grantor shell promptly comply with all laws, ordinances, and
regulations,now or hereafter In effect,of all governmental authorities applicable to the use or occuponoy 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 Lander in writing prior to doing so and so long as,In Larder'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
esonablynecestary-to-protect-andpresorvathv-Propo .
DUE ON SALE•CONSENT BY LENDER. Larder may,at Lender's option,declare Immediately due and payable all sums
secured by this Mortgage upon the sale or transfer,without Lander's prior written consent,of all or any part of the Reel
Property,or any interest In the Real Property. A'sale or transfer'means the conveyance of Rest Properly 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 greeter
than three(3)years,lease-option contract,or by sale,assignment,or transfer or any beneficial Interest In or to any lend
trust holding title to the Real Property,or by any other method of conveyance of on Interest In the Real Property. If any
Grantor Is a corporation,partnership or limited liability company,transfer also Includes any change In ownership of more
than twenty-five percent(25%)of the voting stock,partnership interests or limited liability company Interests,as the
case may be,of such Grantor. However,this option shell not be exercised by Lander If such exercise is prohibited by
federal law or by Pennsylvania law.
TAXES AND LIENS. The following provisions relating to the taxes and lien on the Property are pert of this Mortgage:
Payment. Grantor shall pay when due(end In all events prior to delinquency)all taxes,payroll texas,special taxes,
! assessments,water charges and sewer service charges levied against or on account of the Property,and shall pay
when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shell
t maintain the Property free of any lions having priority over or equal to the Interest of Lender under this Mortgage,
except for the Existing Indebtedness raferted to In this Mortgage or those liens specifically agreed to In writing by
Lander, and except for the lien of taxes and assessments not duo 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. It a lion arises or
Is flied as a result of nonpayment,Grantor shall within fifteen(15)days after the lien arises or,If a lion is flied,
i within fifteen(151 days after Grantor has notice of the filing,secure the discharge of the lion,or If requested by
1 Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In on
j amount sufficient to discharge the lion 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 shell 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 fumishad In the contest proceedings.
Evidence or 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 Lander at any time a written
statement of the taxes and assessments against the Property.
I
MORTGAGE
(Continued) Page 3
Notice of Construction. Grantor shell notify Lender at least fifteen If 6)days before any work is commenced,any
services are furnished,or any materials are supplied to the Property,If any mechanic's lien,materlolmen's lien,or
other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender
lurnlsh to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to Insuring the Property are a part of this
Mortgage:
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
clause In favor of Lender. Grantor shall also procure and malntaln comprehensive general liability Insurance in such
coverage amounts as Lender may request with Lender being named as additional Insureds In such liability Insurance
policies. Additionally, Grantor shall maintain such other Insurance,Including but not limited to hazard,business
Interruption and bolter Insurance as Lender may require. Policies shall be written by such Insurance companies and
In such form es 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 at diminished without a minimum of
ten 110)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,omisslon 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 Rood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,It available,within 46
days after notice Is given by Lender that the Property Is located In a special Rood hazard area,for the full unpaid
principal balance of the loan and any prior(lens on the property securing the loan,up to the maximum policy limits
eat under the National Flood Insurance Program, or as otherwise required by Lander, 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 (ails 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 end retain the proceeds of any Insurance and apply
the proceeds to the reduction of the Indebtedness,payment of any Ilan effecting 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 Lander. Lander shall, upon
satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable coat 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 Lander has not committed to the repair or restoration of the Properly
shag be used first to pay any amount owing to Lander under this Mortgage,than to pay accrued Interest,and the
remainder,if any,shell be applied to the principal balance of the Indebtedness, If Lander holds any proceeds after
payment In full of the Indebtedness,such proceeds shall be paid to Grantor as Granter'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
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 shall furnish
to Lender a report on each existing policy of Insurance showing: 11) the name of the Insurer; (2) the risks
Insured; (3) 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 (6) the expiration dote of the policy. Grantor shall,upon
request of Lander,have an Independent appraiser satisfactory to Lender determine the cash value replacement cast
of the Property.
LENDER'S EXPENDITURES. If any action or proceeding Is commenced that would materially affect Lender's Interest in
the Property or if Grantor falls to comply with any provision of this Mortgage or any Related Documents,Including but
not limited to Grantor's failure to 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, (lens, security Interests,
encumbrances and other claims, at any time levied or pieced on the Property and paying all costa 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 dote Incurred or paid by Larder 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; IS) be added to the balance of the Note and be apportioned among and be payable with any Installment
payments to become due during either (1) the term of any applicable Insurance policy;or (2) the remaining term of
the Note;or (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 shell be In addition to all other rights and remedies to which
Lander 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(lens and encumbrances other then 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 laver
iof, and accepted by. Lender In connection with this Mortgage,and (b)Grantor has the full right,power, and
authority to execute and deliver this Mortgage to Lender.
Defense of Title. 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.
MORTGAGE
i (Continued) Page 4
Survival of Representations and Warranties. AR 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 shell be paid In full.
i EXISTING INDEBTEDNESS. The fallowing provisions concerning Existing Indebtedness are a part of this Mortgage:
Existing Lien. The Ilan 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 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 pert 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 shell be entitled to participate In the proceeding and to be
represented In the proceeding by counsel of Its own choice,and Grantor will deliver or causo to be delivered to
Lender such Instruments and documentation as may be requested by Lender from time to time to permit such
participation.
I
Application of Not Proceeds. If all or any part of the Property Is condemned by eminent domain proceedings or by
any proceeding or purchase In Ileu of condemnation,Lender may at Its election require that all or any portion of the
not 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 a8 actual costs,expenses,and attorneys' fees
Incurred by Lender In connection with the condemnation.
IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The fogowing provisions relating
to governmental taxes,fees and charges are a pert of this Mortgage:
Current Taxes.Fees and Charges. Upon request by Lender,Grantor shell execute such documents In addition to
tMs Mortgage and take whatever other action Is requestod by Lender to perfect and continue Lender's lien on the
Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
Incurred In recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees,
documentary stamps,and other charges for recording or registering this Mortgage.
Taxes. The following shag 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; (21 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) e
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 shell have the same effect as an Event of DefoulL and Lender may exercise any or all of Its available
remedles for on Event of Default as provided below unless Grantor either (1) pays the tax before It becomes
delinquent,or (2) 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 pert 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
and continue Lender's security Interest In the Rents and Personal Property. In addition to recording this Mortgage
In the real property records,Lander may,at any time and without further authorization from Grantor,life executed
counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shag 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 Properly. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and
make It available to Lender within three (3) days after receipt of written demand from Lender to the extent
permitted by applicable law.
I Addresses. The malling addresses of Grantor (debtor) and Lender (secured party) from which Information
i
ca=erning the aeourity Interest granted by this Mortgage may be obtained (each as required by the Uniform
Commercial Code)are as stated on the first page of this Mortgage.
i FURTHER ASSURANCES:ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and
additional authorizations are o part of this Mortgage:
Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and
1 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 feed,recorded,rallied,or rerecorded,as the case may be,at such times and In such offices
and places as Lender may deem appropriate,any and all such 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 liens and security Interests created by this Mortgage on the Property,whothor
now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary In writing,
Grantor shall reimburse Lander for all costs and expenses Incurred In connection with the matters referred to In this
paragraph.
i Additional Authorizations. if Grantor fails to do any of the things referred to In the preceding paragraph,Lander
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
i
MORTGAGE
i (Continued) Page 6
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 Hen.
Other Defaults. Borrower or Grantor falls to comply with or to perform any other term,obligation,covenant or
condition contained In this Mortgage or In any of the Related Documents or to comply with or to perform any term,
obligation,covenant or condition contained In any other agreement between Lender and 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 Rotated 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.
Detective CoHaterelizatlon. 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 Ilan)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 pert 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 properly 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 Lander 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 Lander 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. Lander 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 1161 days;or (2) If the cure requires more than fifteen 06)days,Immediately Initiates steps which Lender
deema In Lender's sole discretion to be sufficient to cure the default end thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lander,
at Lender's option,may exercise any one or more of the following rights and remedies,In addition to any other rights or
remedies provided by law:
Accelerate Indebtedness. Lander shall have the right at its option, after giving such notices as required by
applicable law,to declare the entire Indebtedness Immediately due and payable.
UCC Remedios. 1Mth respect to all or any part of the Personal Property, Lander 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 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
I above Lender's costs, against the Indebtedness. In furtherance of this right,Lander may require any lonant or
other user of the Property to make payments of rant or use fees directly to Lander. 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 Lander In
i response to Lender's demand shell satisfy the obligations for which the payments are made,whether or not any
proper grounds for the demand existed. Lender may exercise He 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
safe, 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 Lander shall not disqualify a person from serving as a
receiver.
Judicial Foreclosure. Lander 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
end empowers any attorney of any court of record In the Commonwealth of Pennsylvania or elsewhere,as attorney
1 for Lender and all persona claiming under or through Lander,to sign on 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,shag be a sufficient warrant;and thereupon a writ of possession may be Issued forthwith,
without any prior writ or proceeding whatsoever.
Nonjudlclel Sala. If permitted by applicable law,Lender may foreclose Grantor's Interest In all or In any part of the
Personal Property or the Reel Property by non-judlclel sale.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lender after application of oil amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property is sold as provided
above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor,
Grantor shell become a tenant at sufferance of Lander or the purchaser of the Property and shall at Lender's
option,either (11 pay a reasonable rental for the use of the Property,or (2) vacate the Property Immediately
upon the demand of Lender.
Other Remedios. Lender shell have all other rights and remedies provided In this Mortgage or the Note or available
at law or In equity.
t Sala 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 shell be free to sell oil or any
part of the Property together or separately,In one seta or by separate sales. Lender shell be entitled to bid at any
public safe 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 shag mean notice given at least ten(10)
days before the time of the sole or disposition. Any safe 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 shen not exclude pursuit of any other remedy,and
an election to make expenditures or to lake 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 renewing an Event of Default,or in any way to Imit or restrict the rights and ability of Lender to proceed
directly against Grantor and/or Borrower and/or against any other co-maker,guarantor,surely or endorser end/or to
proceed against any other collateral directly or Indirectly securing the Indebtedness.
Attorneys'Foos:Expenses. If Lender Institutes any suit or notion 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, end to the extent not prohibited by law, all
reasonable expenses Lender Incurs that In Lander's opinion are necessary at arty time for the protection of its
Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shag beer
Interest At the Note fete from the date of the expenditure until repaid. Expenses covered by this paragraph Include,
without limitation, however subject to any Omits 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 poatludgment collection services, the cost of searching records, obtaining title reports Oncluding
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 an other sums provided by low.
NOTICES_Unless_athennlac�pmWdod-bp-epplicablo-law,any-aat1ce4equhe6to be glve"neler-this-Mertgage-eheil-b
given In writing, and shell be effective when actually delivered, when actually received by telefacslmlle (unieaa
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 non which has priority
over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,et.seq.,shall be sent to Lander's address,ee
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. (A) This Mortgage securea future advances made pursuant to the Note or Related
Documents. Without limiting the foragoing,this Mortgage secures all advances made by Lender or Banks of any kind or
nature described in 42 Pa.C.S.A.S 8144. (8) If Grantor sends a written notice to Lender which purports to limit the
Indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or
for the benefit of Grantor,such a notice shall be Ineffective as to any future advances mode: 111 to enable completion
i of the Improvements on the Real Property for which the loan secured hereby was originally made;(2) to pay taxes,
( assessments,maintenance charges and Insurance premiums;(3) for costa Incurred for the protection of the Property or
the then of this Mortgage;(4) on account of expenses Incurred by Lender by reason of a default at Borrower or Grantor
hereunder or under the Related Documents or under the Note;and(6) on account of any other costs Incurred by Lander
I to protect and preserve the Property or the Ilan of this Mortgage. It to the Intention of the parties hereto that any such
j 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
Agroomont of the parties as to the matters sot forth In this Mortgage. No alteration of or amendment to this
i Mortgage shell be effective unless given In writing and signed by the parry or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property Is used for purposes other then Grantor's residence, Grantor shall furnlsh 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 detall as Lender shell 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 hoodings in this Mortgage are for convenience purposes only and are not to be used to
Interpret or define the provisions of this Mortgage.
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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 end 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 Lender. Lender shall not be doomed 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 port 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,not 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 Lander Is required under this Mortgage,the granting of such consent by
Lender In any Instance shell 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.
Severablihy. It 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
I considered deleted from this Mortgage. Unless otherwise required by law, the Illegality, Invalidity, or
unenforceabigty 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 far the benefit of Lender in any capacity,without the written consent
of Lender.
Sucoassor Interests. The terms of this Mortgage shall be binding upon Grantor,and upon Grantor's heirs,personal
reprasentatives,successors,and assigns,and shall be enforceable by Lender and Its successors and assigns.
Time Is of the Essence. Time to 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 shell Include the plural,and the plural
shall Include the singular,as the context may require. Wards 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 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 9501,at seq.("CERCLA"),the Superflud Amendments and Reauthorization Act of 1988,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 8901,at seq.,or other applicable state or federal laws,rules,
or regulations adopted pursuant thereto.
Event of Default. The words'Event of Default'mean any of the events of default set forth In this Mortgage in the
events of default section of this Mortgage.
lixisting Indebtedness. I no words Fx1sting n e a ness mean the Indebtedness described in the txIsting 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 pert of the Note.
Hazardous Substances. The words "Hazardous Substances' mean materiels 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, end other amounts, costs and expenses
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under
this Mortgage, together with Interest on such amounts as provided In this Mortgage. The liens and security
Interests created pursuant to this Mortgage covering the Indebtedness which may be created In the future shall
! relate back to the date of this Mortgage. Specifically,without limitation,Indebtedness Includes an amounts that
may be Indirectly secured by the Cross-Collateralizatlon 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.
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MORTGAGE
(Continued) Page 8
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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 Properly;
together with all accessions, ports,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 rotunda 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 reel 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 all present and future rents, revenues,Income, Issues,royalties,profits, and
other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING HEAD ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES
TO ITS TERMS.
THIS MORTGAGE IS GIVEN UNDER SEAL AND IT 13 INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE
AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANTOR:
HARI-RAM,INC.
BY c �•r 'd a E��„r� seal)
Kan itylial R Pate0fteldent of art-Re In .
By'..x aR.. r.. Seen
k K. al,Vice Pre Idont�61 Her[-Rom,Inc.
ATTEST:
(Corporate Seal I
(_e5rerrilry of ssistant seetotan
CERTIFICATE OF RESIDENCE
1 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 280,SHIPPENSBURG,PA 17267
tvw-p -
Attorney or Agent for Mortgagee
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA 1
ISS
COUNTY OF .Y q•U r 1'(IN 1
On this the $+ti day of ���)' 20 O� before me
/11 rCfl/�/ r,
the undersigned Notary Public,personally appeared Kenjibhal R.Patel.President
of Hurl-Ram,Inc,and Laxmikant K.Patel,Vlae President of Hari-Ram,Inc.,who acknowledged themselves to be the
President of Hari-Ram.Inc.and Vice President of Harl•Rem.Inc.,of a corporation,and that they as such President of
Hari-Rem.Inc,and Vice President of Hari-Ram.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-Rem,Inc.and
i Vice President of Hari-Rom,Inc..
In witness whereof.I hereunto set my hand and o fklet/seat
.
COMMONWEALTH OF PENNSYLVANIA f, 1
NOTARIAL SEAL Notary Public In and for the State of ft-Airt, .
MICHELLE ELLIOTT NOTARY PUBLIC
I DERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE B 2011
LASER PRO Lending,Ver.6.40.00.003 Copr.Harland Financial Solutions,Inc. 1997,2008. All Rights Reserved. -
i PA cACF1\LPL%G03.FC TR•20107 PR-1
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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 114(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.
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__.R BERT' .ZIE LER___.__._..
RECORDER OF DEEDS
CUMBERLAND COUNTY
I 1 COURTHOUSE SQUARE a'
I CARLISLE,PA 17013 a _
t 717-240-6370 °
-
ttA- a
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I astrmnent Number-200823387
Recorded On 7/9/2008 At 3:25:39 PM *Total Pages-10
*Iustrument Type-MORTGAGE
t Invoice Number-24785 User Ill-RAK
I *Mortgagor-IIARI-RAM INC
*Mortgagee-ORRSTOWN HANK
*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
Of c MBP
° RECORDER Of DLfE,DS
»ao
•-Information denoted by an asterisk may change during
the verification process and may not he reflected on this page.
t III IIIIIIIIIIA I II II IIII I I
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Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 260
SHIPPENSBURO,PA
17267
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 260
SHIPPENSBURG,PA
17267
I
FOR RECORDER'S USE ONLY
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OPEN -END MORTGAGE AND SECURITY AGREEMENT
ITh/s Instrument Is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S.
H 8143 and 8144,Act No. 126 0!19901
Amount Secured Hereby: $6,110,000.00
THIS MORTGAGE dated July 8, 2008, Is made and executed between Hari-Ram, Inc., whose
address is 1188 Greenfield Drive,Mechanicsburg,PA 17066(referred to below as "Grantor")
and ORRSTOWN BANK, 'whose address is 77 EAST KING STREET, P 0 BOX 260,
SHIPPENSBURG,PA 17267(referred to below as"Lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases,confirms and mortgages to Lender all of Grantor's right,title,and Interest In and to the following described
real property, together with all existing or subsequently erected or affixed buildings,Improvements and fixtures;all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements,
hereditamente,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 irrlgetlon rights); and all other rights, royalties, and profits relati to the real property, Including without
limitation all minerals,oil, es,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 360 Bent Creek Boulevard,
Mechanicsburg,PA 17060.
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 an one ar more oI them,as well as all clalme b Lender
age ns orrower and ran or or any one or more o t em,w al ar now ex st ng or hereafter ar s ng,w ether re ate 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 unliquldeted,whether Borrower or Grantor may be
liable Individually or Jointly with others,whether obligated as guarantor,surety,accommodation perry 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 lessee 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 1131 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 entltled to a claim for deficiency,before or after Lender's commencement
i 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, (b)Grantor has the full power,right,and authority to enter Into
this Mortgage and to hypothecate the Property; (c)rho 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 (e) 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 be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain In possession and
I 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 Properly 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: 111 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 and
acknowledged by Lender In writing, (a) any broach 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 Properly by any prior owners or occupants of the Property,or (cl any actual or
threatened litigation or claims of any kind by any person rotating 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 shell 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
j all applicable federal, state, and local laws, regulations and ordinances, Including without limitation all
I Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such
Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any Inspections or testa made by Lender shall be for Lender's
purposes only and shag 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 an Grantor's due diligence In
j Investigating the Property for Hazardous Substances. Grantor hereby (1) releases and welvea any future claims
against Lender for Indemnity or contribution M the event Grantor becomes liable for cleanup or other coats under
any such laws;and (2) agrees to Indemnity,defend,and fold harmless Lender against any and all claims,losses,
liabilities,damages,penalties,and expanses which Lender may directly or Indirectly sustain or suffer resulting from
e 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 Imdomnlfy and defend,shell survive the payment of the Indebtedness and the satisfaction
and reconveyance of the Hen of this Mortgage and shell not be affected by Lender's acquisition of any Interest In
the Property,whether by foreclosure or otherwise.
Nuisance,Waste. Grantor shalt not cause,conduct or permit any nuisance nor commit,permit,or suffer any
stripping of or waste on or to the Property or arty portion of the Property. Without limiting the generality of the
foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(Including
oil and gas),coal,clay,scoria,soil,gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property
without Lender's prior written consent. As s condition to the removal of any Improvements,Lender may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least
equal value.
Lender's Right to Enter. Lender and Lander'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 of hereafter In effect,of all governmental authorities applicable to the use or occupancy of the
Property,Including without limitation,the Americans With Disabilities Act. Grantor may contest In good faith any
such law,ordinance,or regulation and withhold compliance during any proceeding,Including appropriate appeals,
so long as Grantor has notified Lender In writing prior to doing so and so long as,In Lender's sole opinion,Lender's
Interests In the Property are not Jeopardized. Lender may require Grantor to post adequate security or a surety
bond,reasonably satisfactory to Lender,to protect Lender's Interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do an other
acts,In addition to those acts set forth above In this section which
reason. y necessary to protect ano 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 Reel
Property,or any Interest In the Reel 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 greeter
than three(3)years,Ieasooplion 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 Ilmlted liability 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 shell not be exorcised by Lender If such exercise is prohibited by
federal law or by Pennsylvania low.
TAXES AND DENS. The following provisions rotating to the taxes and liens on the Property are part of this Mortgage:
Payment. Grantor shall pay when due(end In all events prior to delinquency)all taxes,payroll taxes,special taxes,
assessments,water charges and sower service charges levied against or on account of the Property,and shall pay
when due an claims for work done on or for services rendered or materiel furnished to the Property. Grantor shall
maintain the Property free of any lien having priority over or equal to the Interest of Lender under this Mortgage,
except for the Existing Indebtedness retorted 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 falth
dispute over the obligation to pay,so long as Lender's Interest In the Property is not Jeopardized. If a non arises or
Is filed as a result of nonpayment,Grantor shall within fifteen(15)days after the Ilan arises or,If a lien Is filed,
within fifteen(16)days after Grantor has notice of the filing,secure the discharge of the lien,or If requested by
Lander,deposit with Lender cash or a sufficient corporate surety fond or other security satisfactory to Lender In an
amount sufficient to discharge the Hen plus any costs and reasonable attorneys'fees,or other charges that could
accrue as a result of a foreclosure or sale under the Ilan. In any contest,Grantor shall defend Itself and Lender and
shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an
additional obligee under any surety bond furnished In the contest proceedings.
Evidence of Payment. Grantor shell upon demand furnish to Lender satisfactory evidence of payment of the taxes
or assessments and shall authorize the appropriate governmental official to deliver to Lander at any lime a written
statement of the taxes and assessments against the Property.
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MORTGAGE
(Continued) Page 3
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Notice of Construction. Grantor shall notify Lender at least fifteen(16)days before any work Is commenced,any
services are furnished,or any materials are supplied to the Property,If any mechanic's Ilan,malerialmen's Ilan,or
1 other Ilan 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 rolating 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 o replacement basis for the full Insurable value covering all Improvements on the Real
Property In an amount sufllclent to avoid application of any coinsurance clause,and with o standard mortgagee
i clause In favor of Lender. Grantor shall also procure and maintain comprehensive general liability Insurance In such
Coverage amounts as Lender may request with Lender being named as additional insureds In such liability Insurance
policies. Addlllonally,Grantor shag maintain such other insurance,Including but not limited to hazard,business
i Interruption and boiler Insurance as Lander may requhe. Policies shag be written by such Insurance companies and
In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without o minimum of
1 tan(10)days'prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to
give such notice. Each Inauranca policy also shell 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 arty other person. Should the
Real Property be located In an area designated by the Director of the Federal Emergency Management Agency as a
j special flood hazard arse,Grantor agrees to obtain and maintain Federal Flood insurance,if available,within 46
days after notice is given by Lander that the Property Is located In o special flood hazard area,for the fug unpaid
principal balance of the ben and any prior liens on the properly 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 cry lose or damage to the Property. Lander may
make proof of lose If Grantor fails to do to 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 Ilan affecting the Property,or the restoration
and repair of the Property, It 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 boon 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.It any,shag 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 la
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
proceeds from the Insurance become payable on bas,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 Lander,however not more than once a year,Grantor shell furnish
to Lender a report on each existing policy of Insurance slowing: (1) the name of the Insurer; (2) the risks
Insured; 13) 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 (6) the expiration date of the policy. Grantor shall,upon
request of Lender,have an Independent eppralser satisfactory to Lander determine the cash value replacement cost
of the Property.
LENDER'S EXPENDITURES. If any action or proceeding Is commenced that would materially effect Lender's Interest in
the Properly or If Grantor falls to comply with any provision of this Mortgage or any Related Documents,Including but
not limited to Grantor's(allure 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,Lander on Grantor's behalf may(but shell not be obligated tot take any action that
Lender deems appropriate, Including but not limited to discharging or paying all taxes, (lens, security Interests,
encumbrances and other claims, at any time levied or placed on the Property and paying all costa for Insuring,
maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then
bear Interest et the rate charged under the Note from the date Incurred or paid by Lender to the data of repayment by
Grantor. All such expenses will become a pert of the Indebtedness end,at Lender's option,will (A) be payable on
demand; (8) be added to tin balance of the Note and be apportioned among and be payable with any Installment
i payments to become due during either ill the tern of any applicable Insurance policy;or (2) 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 those 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 o port of this
i 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 Dons 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 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 parsons. In the avant any action or proceeding Is commenced
that questions Orantor's title or the Interest of Lender under this Mortgage,Grantor shell defend the action at
Grantor's expense, Grantor may be the nominal party In such proceeding, but Lender shall be entitled to
participate In the proceeding and to be represented In the proceeding by counsel of Lender's own choice,and
Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time
to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all
existing applicable laws,ordinances,and regulations of governmental authorities.
I
I
I
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f
MORTGAGE
(Continued) Page 4
!
Survival of Representations and Wwrantles. All representations,warranties,and agreements mode by Grantor In
this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing In nature, and shall
I 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 pert of this Mortgage:
Existing Lion. The Ilan of this Mortgage securing the Indebtedness may be secondary and Inferior to an existing
Ilan. 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
1 default under any security documents for such indebtedness.
No Modlficotlon. 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
renewed without the prier 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.
i CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding In condemnation Is Bled, Grantor shall promptly notify Lender In writing, and
Grantor shag promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
j may be the nominal party In such proceeding,but Lender shall be entitled to participate In the proceeding and to be
I represented In the proceeding by counsel of its own choice,and Grantor will deliver or cause to be delivered to
I 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 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 coats, expenses, and attorneys'foes
Incurred by Lender In connection with the condemnation.
IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating
to governmental taxes,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 and continue Lender's Ilan on the
Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
Incurred In recording, perfecting or continuing this Mortgage, Including without limitation all taxes, fees,
documentary stamps,end 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 part of the Indebtedness secured by this Mortgage; (2) 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 14) e
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 data of this Mortgage,
this event shell have the same effect as an Event of Default,and Lender may exercise any or all of Its available
remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before It becomes
delinquent,or (2) contests the tax as provided above In the Taxes and Liens section and deposits with Lender
cash or a sufficient corporate surety band 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 shell have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time.
ecur ty ntereat. Upon request by Lender,Grantor shall take whatever action to requested by Lander 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 tram Grantor,file executed
counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses Incurred In perfecting or continuing this security Interest, Upon default,Grantor shah not remove,
sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and
make It available to Lender within three (3) days after recelpt 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 (each 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 tram 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
Lander,cause to be filed,recorded,rallied,or rerecorded,as the case may be,at such times and In such offices
and places as Lender may deem appropriate,any and all such 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 11) 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 all costs and expenses Incurred In connection with the matters referred to In this
paragraph.
Additional Authorizations. If Grantor fags to do any of the things referred to In the preceding paragraph,Lander
! 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
• r
—MORTGAGE
(Continued) Page 6
i
sells faction of this Mortgage and suitable statements of termination of any financing statement on file evidencing
i Lender's security Interest In the Rents and the Personal Property. Grantor will pay,If permitted by applicable law,any
reasonable termination tae as determined by Lander from time to time.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute on 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 falls to comply with or to perform any other term,obligation,covenant or
condition contained In this Mortgage or In any of the Related Documents or to comply with or to perform any term,
obligation,covenant or condition contained In any other agreement between Lander 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
materiel respect, either now or at the time made or furnished or becomes false or misleading at any time
thereafter.
Detective CollateraBzation. 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 Ilan)at any time and
for any reason.
(nsolvenoy. 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 pert 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 It 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 Lander monles or a surety bond for the creditor or forfeiture
proceeding,In an amount determined by Lander,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 mods within the lime required by the promissory note evidencing such Indebtedness,or a default occurs under
the Instrument securing such Indebtedness and la 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.
Breech 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 eau t,of er then e default In payment Is curable and If Grantor has not bean given a notice
of a breach of the some provision of this Mortgage within the preceding twelve(121 months,It may be cured If
Grantor,after receiving written notice from Lender demanding cure of such default: (11 cures the default within
fifteen(16)days;or 12) If the cure requires more than fifteen 06)days,immediately Initlates steps which Lender
deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,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 low:
-Accelerate Indebtedness. Lender shall have the right at Its option, after giving such notices as required by
i applicable law,to declare the entire Indebtedness immediately due and payable.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shell have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collect Rents. Lender shell have the right, without notice to Borrower or Grantor, to take possession of the
Property and collect the Rents, Including amounts pest due and unpaid, and apply the net proceeds,over and
above Lender's costs,against the Indebtedness. In furtherance of this right,Lander 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 some 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 shell exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shall not disqualify a parson 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.
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MORTGAGE
(Continued) Page B
Possession of 1he 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
tot 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 persona 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.
Nonjudiclal Sala, It permitted by applicable law,Lender may foreclose Grantor's Interest In all or In any part of the
Personal Property or the Reel Property by non-judicial sale.
Dofloloney Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. 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, at 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.
Sala 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 pardon of the Property.
Notice of Sale. Lender shell give Grantor reasonable notice of the time and place of any public sale of the Personal
Property or of the time after width 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 mode In conjunction with
any sale of the Real Property.
Election of Remedies. Election by Lender to pursue any remedy shag 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 at restrict the rights and ability of Lender to proceed
directly against Grantor end/or Borrower end/or against any other co-maker,guarantor,surety or endorser and/or to
proceed against any other collateral directly or indirectly securing the Indebtedness.
Attorneys'Fees;Expanses. If Leader 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 at not any corm notion Is Involved, and to the extent not prohibited by low, 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 Omits 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 8ncluding 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 few. Grantor also will pay any court costa,In addition to all other sums provided by law.
NOTICES. Unless otherwise provided by Ivan tinder Mnrtnanert agash all h-
gven n writing, and shall be effective when actually delivered, when actually received by telefecalmlls (unless
otherwise required by law),when deposited with a natlonaliv recognized overnight courier,or,if mailed,when deposited
In the United States mall,as first class,certified at 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 Den which has priority
over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,at,seq.,shall be sent to Lender's address,as
shown near the beginning of We Mortgage. Any party may change Its address for notices under this Mortgage by
glvfng 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,It there Is more than one Grantor,any notice given by Lender to any Grantor is
deemed to be notice given to all Grantors.
ADVANCE MONEY MORTGAGE. (A) This Mortgage secures future advances made pursuant to the 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. (8) If Grantor sends a written notice to Lender which purports to limit the
Indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or
for the benefit of Grantor,such a notice shall be Ineffective as to any luture advances made: (1) to enable completion
of the Improvements on the Reel Property for which the loan secured hereby was originally made;(2) to pay taxes,
assessmenta,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 shell be secured by the Ron of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are o part of this Mortgage;
j Amendments. This Mortgage, together with any Related Documents,constitutes the entire understanding and
j 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 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.
MORTGAGE
(Continued) Page 7
Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be Joint and several,
and ell references to Grantor shed mean each and every Grantor,and all references to Borrower shall moan each
and every Borrower. This means that each Grantor slgning 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 shell be guaranteed under 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 Lander. No delay or omission on the part of Lender in exorcising 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 la 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 ad oases such consent may be granted or withheld In the sole discretion of Lender.
Severabgity. 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 shad be considered modified so
I that It becomes legal, valid and enforceable. If the offending provision cannot be so modified, It shall be
j considered deleted from this Mortgage. Unless otherwise required by law, the Illegality, Invalidity, or
t unenforceabillty of any provision of this Mortgage shall not affect the legallty,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 dollar amounts shell mean amounts in lawful
money of the United States of America. Words and terms used In the singular shall Include the plural,and the plural
shell 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 all their successors and assigns.
Default. The word"Default'means the Default set forth in this Mortgage In the section tilled"Default'.
Environmental Laws. The words "Environmental Laws' mean any and all stale, 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 emended,42
U.S.C.Section 9601,at seq.I'CERCLA%the Superfund Amendments and Reauthorization Act of 1986,Pub.L.
No.99-499('SARA'),the Hazardous Materiels Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource
Conservation and Recovery Act,42 U.S.C.Section 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 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 Hari-Rom,Inc..
Guarantor. The word'Guarantor" means any guarantor, surely,or accommodation party of any or all of the
Indebtedness.
i Guaranty. The word"Guaranty" means the guaranty from Guarantor to Lander,Including without limitation a
guaranty of all or part of the Note.
I 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 Reel
Property.
Indebtedness. The word 'Indebtedness" means all principal, Interest, and other amounts, costs and expenses
i payable under the Note or Related Documents, together with all renewals of, extensions of, modllicatlons of,
consolidations of and substitutions for the Note or Related Documents and any amounts expanded or advanced by
Lander to discharge Grantor's obligations or expanses Incurred by Lander to enforce Orantor's obligations under
this Mortgage, together with interest on such amounts ea provided In this Mortgage. The liens and security
Interests created pursuant to this Mortgage covering the Indebtedness which may be.created In the future shall
relate back to the date of this Mortgage. Specifically,without limitation,Indebtedness Includes all amounts that
may be indirectly secured by the Cross-Collatorallzatlon provision of this Mortgage.
Lander. The word"Lender"means ORRSTOWN BANK,its successors and assigns.
Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lander.
Note. The word"Note'means the promissory note dated July 8,2008,in the original principal amount of
$5,110,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of,
refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of
the Note Is July 8,2029.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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MORTGAGE
(Continued) Page e
Personal Property. The words'Personal Property'mean all equipment, fixtures,and other articles of personal
properly now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property;
together with all accessions, parts,and additions to,all replacements of,and all substitutions for,any of such
property; and together with all proceeds Ilncludlng without limitation all Insurance proceeds and refunds of
premiums)from any sale or other disposition of the Property,
' Property. The word'Properly'means collectively the Real Property and the Personal Property.
{ Reel Property. The words'Real Property'mean the real property,Interests and rights,as further described in this
j Mortgage.
fRelated Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter
I existing,executed In connection with the indebtedness.
Rents. The word'Rents'means all present and future rents, revenues,Income,Issues,royalties, profits, and
other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES
TO ITS TERMS.
THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND$HALL CONSTITUTE
AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANTOR:
HARI-RAM,INC.
By:
'i`'a
Alb al R.Patel,Psellidlint of Hari-Ram,Ina.
By " ' :. :'i $a II
LkAxplifirlint`K.Patel, Ice, President t Harl•Ram.Ina.
ATTEST:
��1 r (Corporate Seal 1
r ry or A abtent 3ecret8 y
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 17257
Attorney or Agentgagee
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
• ►ss
COUNTY OF >A P+f IPI I
h
On this,the $� day of ��tY 20 O� ,before me
f7lr(i/l/// L')1. ,the underolgn�aotary Public,personally appeared e�ibhai R.Patel.Presl'T
of Hart•Ram,i o.and Laxmikant .Patel,Vice President of Hari-Ram,Inc.,who acknowledged themselves to be the
President of Hari-Ram,Ina.and Vice President of Hari-Rem,Inc..of a corporation,and that they as such President of
Hari-Ram.Ina,and Vice President of Harl-Rem.Ina.,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 Hari-Ram,Inc.and
Vice President of Had-Ram,Ina.. ". -
I In witness whereof.I hereunto set my hand and ofll el seal. ti•r'-.
COMMOPNVEgLTH OF PENNSYLVANIA �- LGcIES.�..(�i:C i• '+'� '•�'r '
NOTARIAL3FAL 'f:;..r: 0.
MICHELLE ELLIOTT NOTARY PUBLICN tary Public In and for the Stara -
j DERRY TOWNSHIP DAUPHIN COUNTY ':�f'I:. ? "-1'
MY COMMISSION EXPIRES JUNE 9 2011 ;- .r '.r'
j LASER PRO Lending,Ver.6.40.6i)-.003Copr.Parland Financial Solutions,Inc.1997,2008. All Rights Reserved.
PA c:\CFI\tPL\G03.FC TR-20106 PR-1
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j EXHIBIT"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 114(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
I 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.
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I ROBERT P.ZIEGLER
RECORDER Or DEEDS
' CUMBERLAND COUNTY � a
1 COURTHOUSE SQUARE a-=
i CARLISLE,PA 17013
717-240-6370 7 '
lnslrumenl Number-200823383
! Recorded On 7/9/2008 At 3:25:35 PM *Total Pages-10
*Instrument Type-MORTGAGE
Invoice Number-24785 User ID-RAIC
*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
RREECORDING FEES - $21.50 DO NOT DETACH
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
Of
0
u o RECORDER OP D CDs
veo
'-Inrornintion denoted by an asterisk may chnnge during
the verification process and may not be reflected on this page.
III
00OW9 Iilllllill Ill
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EXHIBITT '.
{
G
COMMERCIAL GUARA
N*
........ .....
.........................
...............................
... ... . .......
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Borrower- HARI RAM,INC. (171N: 23-2512355) Lender; ORRSTOWN BANK
1188 GREENFIELD DR. P.O.Box 250
MECHANICSBURG,PA 17055 Shipperisburg,PA 17257
Guarantor: KANTASEN K.PATEL
AMOUNT OF GUARANTY. This Is a guaranty of payment of the Note,Including without limitation the principal Note amount of TWO Million StK
Hundred Sixty Nine Thousand&00/100 Dollars($2,669.000.00).
GUARANTY. For good and valuable consideration, KANTABEN K. PATEL ('Guarantor") absolutely and unconditionally guarantees and
promises to pay to ORRSTOWN BANK("Lender")or its order,on demand, In legal tender of the United States of America,the Indebtedness
(as that term Is defined below)of HARI RAM,INC.('Borrower ) to Lender on the terms and conditions set forth In this Guaranty.
DEFINITIONS. The following words shall have the following meanings when used In this Guaranty.
Borrower. The word"Borrower'means HARI RAM,INC..
Guarantor. The word"Guarantor"means KANTASEN K.PATEL.
Guaranty. The word"Guaranty"means this Guaranty made by Guarantor for the benefit of Lender dated January 17,2001.
Indebtedness. The word"Indebtedness'means the Note, Including (a)all principal, (b)all Interest,' (c)all late charges, (d)all loan fees and
loan charges, and (a) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses
include without limitation all of Lender's attorneys'fees and Lenders legal expenses,whether or not suit is instituted,and attorneys'fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated
post udgment collection services.
Lender. The word"Lender"means ORRSTOWN BANK,its successors and assigns.
Note. The word "Note means the promissory note or credit agreement dated January 17, 2001, in the original principal amount of
$2,669,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the promissory note or agreement.
Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements,guaranties, security agreements, mortgages,deeds of trust, and all other instruments,agreements and
documents,whether now or hereafter existing,executed In connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the
Indebtedness described above,plus all costs and expenses of (a)enforcement of this Guaranty and (b)collection and sale of any collateral
securing this Guaranty.
The above limitation on liability Is not a restriction on the amount of the Indebtedness of Borrower to Lender either In the aggregate or at any one time.
If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary)affect or invalidate any such other guaranties. The
liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties.
NATURE OF GUARANTY. Guarantor Intends to guarantee at all times the performance and prompt payment when due,whether at maturity or earlier
by reason of acceleration or otherwise,of all Indebtedness within the limits set forth in the preceding section of this Guaranty.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any notice
to Guarantor or to Borrower, and will continue In full force until all Indebtedness shall have been fully and finally paid and satisfied and all other
obligations of Guarantor under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (a) to make one of more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend,
accelerate,or otherwise change one or more times the time for Payment or Other terms of the Indebtedness or any part of the Indebtedness,
Including increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the
original loan term;' (c) to take and hold Security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate,tail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d)to release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers,or other guarantors on any terms or In any
manner Lender may choose; (a)to determine how,when and what application of payments and credits shall be made on the Indebtedness;
M to apply such security and direct the order or manner of sale thereof, Including without limitation, any nonjudicial sale permitted by the
terms of the controlling security agreement or deed of trust,as Lender In its discretion may determine; (9)to sell,transfer,assign,or grant
participations In an or any pad of the Indebtedness;and (h)to assign or transfer this Guaranty In whole or In pad.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a)no representations or agreements
of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty Is executed at
Borrower's request and not at the request of Lender; (c)Guarantor has full power,right and authority to enter into this Guaranty; (d)the provisions of
this Guaranty do not conflict with or result In a default Under any agreement or other instrument binding upon Guarantor and do not result In aviolation
of any law,regulation,court demo or order applicable to Guarantor, (8)Guarantor has not and will not,without the prior written consent of Lender,
sell,lease,assign,encumber,hypothecate,transfer,or otherwise dispose of all or substantially all of Guarantor's assets,or any interest therein; (f)upon
Lenders request, Guarantor will provide to Lender financial and credit information In form acceptable to Lender, and all such financial Information
which currently has been,and all future financial information which will be provided to Lender Is and will be true and correct In all material respects and
fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g)no material adverse change has occurred in
Guarantors financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may
materially adversely affect Guarantors financial condition; (h) no litigation, claim,Investigation, administrative proceeding or similar action (including
` Y
01-174001 COMMERCIAL GUARAN4 Page 2
'Loan ?b (Continued)
those for unpaid taxes)against Guarantor Is pending or threatened; p)Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;and 0) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's
financial condition. Guarantor agrees to keep adequately informed from such means of any facts,events,or circumstances which might in any way
affect Guarantor's risks under this Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information
or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law,Guarantor waives any right to require Lender (a)to continue lancing money or to
extend other credit to Borrower; (b)to make any presentment,protest, demand, or notice of any kind, Including notice of any nonpayment of the
i Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonaction on the part of Borrower,Lender,any surety,endorser,
or other guarantor in connection with the Indebtedness or In connection with the creation of new or additional loans or obligations; (c)to resort for
j payment or to proceed directly or at once against any person,Including Borrower or any other guarantor, (d)to proceed directly against or exhaust any
I collateral held by Lender from Borrower,any other guarantor, or any other person; (e)to give notice of the terms,time,and place of any public or
private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (f)to pursue any other remedy within Landers power;or (g)to commit any act or omission of any kind,or at any time,with respect to any
matter whatsoever.
If now or hereafter (a)Borrower shall be or become Insolvent,and (b)the Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower,Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower,and their respective successors,any claim or
right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a"creditor'of Borrower within the meaning of 11 U.S.C.section 847(b),or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a)any"one action"or"anti-deficiency"law or any other law which may
prevent Lender from bringing any action,Including a claim for deficiency,against Guarantor,before or after Lender's commencement or completion of
any foreclosure action,either judicially or by exercise of a power of sale; (b)any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement,including without limitation,any loss of
rights Guarantor may suffer by reason of any law limiting,qualifying,or discharging the Indebtedness; (c)any disability or other defense of Borrower,of
any other guarantor;or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment in full
In legal tender,of the Indebtedness; (d)any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the
Indebtedness; (a)any statute of limitations,If at any time any action or suit brought by Lender against Guarantor Is commenced there Is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations;or (f)any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness. If payment Is made by Borrower,whether voluntarily or otherwise, or by any
third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrowers trustee In bankruptcy or to any
similar person under any federal or state bankruptcy law or law for the relief of debtors,the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the
Guarantor,or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above Is made
with Guarantors full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable and not contrary to
public policy or law. If any such waiver Is determined to be contrary to any applicable law or public policy,such waiver shall be effective only to the
extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys,securities or other property of Guarantor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a
contractual security interest in and a right of setoff against, and Guarantor hereby assigns,conveys,delivers,pledges,and transfers to Lender all of
Guarantors right,title and interest In and to,all deposits,moneys,securities and other property of Guarantor now or hereafter In the possession of or
on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised
without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security Interest or by any delay In so doing. Every right of setoff and
security Interest shall continue In full force and effect until such right of setoff or security interest is specifically waived or released by an Instrument in
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created,shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower
becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever,to any
claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lander all claims which it may have or acquire against Borrower or against any assignee or trustee In
bankruptcy of Borrower;provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees,and Lender
hereby is authorized,In the name of Guarantor,from time to time to execute and file financing statements and continuation statements and to execute
such other documents and to take such other actions as Lender deems necessary or appropriate to perfect,preserve and enforce its rights under this
Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. If there is a
lawsuit, Guarantor agrees upon Lenders request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of
Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Attorneys'Fees;Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses,Including attorneys'fees and Lenders
legal expenses,incurred in connection with the enforcement of this Guaranty. Lender may pay someone also to help enforce this Guaranty,and
Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lenders attorneys'fees and legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or
01-1 001 COMMERCIAL GUARAN10 Page 3
..Loan 40 (Continued)
• vacate any automatic stay or injunction),appeals,and any anticipated post-judgment collection services. Guarantor also shag pay all court costs
and such additional fees as may be directed by the court.
Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile(untess
otherwise required.by law),and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or
when deposited In the United States mail,first class postage prepaid,addressed to the party to whom the notice is to be given at the address
shown above or to such other addresses as either party may designate to the other in writing. if there Is more than one Guarantor,notice to any
Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's
current address.
Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty In the singular shall be
deemed to have been used In the plural where the context and construction so require;and where there Is more than one Borrower named In this
Guaranty or when this Guaranty is executed by more than one Guarantor,the words"Borrower'and"Guarantor"respectively shall mean all and
any one or more of them. The words"Guarantor,""Borrower,"and"Lender"include the heirs,successors, assigns,and transferees of each of
them. Caption headings In this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this
Guaranty. if a count of competent Jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance,
such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances,and all provisions of this Guaranty
in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it Is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers,directors,partners,or agents acting or purporting to act
on their behalf,and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender.
No delay or omisslon on the part of Lender In exercising any right shall operate as a waiver of such right or any other tight. A waiver by Lender of
a provision of this Guaranty shag not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor,shall constitute a
waiver of any of Lenders rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required
under this Guaranty, the granting of such consent by Lender In any Instance shall not constitute continuing consent to subsequent Instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE,TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS,TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION,BUT IN ANY EVENT NOT LESS THAN
FIVE HUNDRED DOLLARS(3500)ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR
SO DOING,THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY
GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORITY,BUT SHALL CONTINUE FROM TIME.TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE JUDGMENT,AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THiS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED"DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THiS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JANUARY 17,2001.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
_ '{:� <•' rti:bl::jrvv :::`\xih4^.=i{2:(' ip.C/•.,r�
KAN ABEN K.PATEL
LASER PRO,Reg U.S.Pat.BT.M.off.,ver.3.29o(c)conoentrex2001 Ali rights reserved.IPA-E20 F3.29 P3.29a 07420CL.LN C2.OVLI
CERTIFICATE OF SERVICE
I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham& Chernicoff,
P.C., do hereby certify that a true and correct copy of the PETITION TO STRIKE, OR,IN
THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF
PROCEEDINGS in the above-captioned matter was sent first class U.S. Mail, First Class Mail,
postage prepaid on this date, to the following:
Magnolia Portfolio, LLC
c/oSteven J. White, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
CG/Hn�AI�M & C ERNICOFF, P.C.
Date: December o��, 2013 By
Julieanne Ametrano
2320 North Second Street
Harrisburg, PA 17110
Telephone: (717)238-6570
FAHome\GLAUFFER\DOCS\Patel,Navin et al\Petitions to Open-(2,669,000)\Kantaben Patel REVISED 12-27-13.wpd
1
MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS
as Assignee of Orrstown Bank OF CUMBERLAND COUNTY,
PENNSYLVANIA
Plaintiff
Ate}
V. NO. 13-70461 .
5". p
X:-n r
KANTABEN K. PATEL, '
Defendants
RULE TO SHOW CAUSE
y
AND NOW, this oft d day of � 2013;it is hereby ORDERED that:
1. A Rule is issued upon Respondent to show cause, if any it has, why the Judgment
entered in the above-captioned matter should not be opened and the defenses of
the Petitioner be permitted;
2. The Respondent shall file an Answer to the Petition to Open Judgment within
zo days from the days of service upon the Respondent;
3. The Petition shall be decided under Pa.R.C.P. 206.7;
4. Depositions shall be completed within yS— days of this date;
5. Argument shall be held on a , 2014 in Courtroom No. y
of the Cumberland County Courthouse; aht7 /D � D D q ✓71
6. Notice of the entry of this Order shall be provided to all parties by the Petitioner;
and
7. All proceedings, including all executions on the judgment docketed hereto are
stayed pending this Court's review and determination of the Petition to Open
Judgment and ruling thereon and the entry of an Order dissolving such Stay.
Tit I FMS � l C£c� J.
f�3��y
STRADLEY RONON STEVENS &YOUNG, LLP
Gretchen M. Santamour(ID No. 41720)
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia
Tel. (215) 564-8000 Portfolio, LLC
Fax (215) 564-8120
MAGNOLIA PORTFOLIO, LLC • CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
•
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff,
•
•
v.
KANTABEN K. PATEL NO. 13-7046 r T
1188 Greenfield Drive • .
Mechanicsburg, PA 17055 :
Defendant.
ANSWER OF MAGNOLIA PORTFOLIO TO
DEFENDANT'S PETITION STRIKE, OR, IN THE ALTERNATIVE,
TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS
Plaintiff, Magnolia Portfolio, successor by assignment to Orrstown Bank ("Plaintiff," or
"Magnolia"), by and through its attorneys, Stradley Ronon Stevens & Young, LLP, hereby
submits this Answer to the Petition to Strike, or, in the Alternative, to Open Judgment and
Request for Stay of Proceedings (the "Petition") filed by Defendant, Kantaben K. Patel (the
"Defendant"), and avers as follows:
1. Admitted.
2. Admitted.
3. Admitted.
4. Admitted. By way of further answer, the amount of the Judgment also includes
interest from and after November 8, 2013, at the per diem rate of $160.02, and all additional
BUSINESS#2011452 v.2
costs of suit and collection costs, as authorized under that certain Commercial Guaranty dated
January 17, 2001, executed by Defendant in favor of Magnolia (the "Guaranty").
5. Admitted only that the judgment (the "Judgment") entered against Defendant
under the above caption and docket number is based on the warrant of attorney contained in the
Guaranty. With respect to the balance of the allegations contained in Paragraph 5, the Complaint
in Confession of Judgment filed by Magnolia on November 27, 2013 (the "Complaint") speaks
for itself, and no additional response is required.
6. Denied. This paragraph contains statements of opinion to which no response is
required. The Complaint speaks for itself, and no additional response is required. Magnolia
specifically rejects the characterization of the Complaint as "complicated."
7. Denied. The Defendant is in default of its obligations under the Guaranty, as a
result of the default of Hari Ram, Inc. ("Hari Ram") under that certain Promissory Note dated
January 17, 2001 (the "Hari Ram Note"), as more thoroughly set forth in Paragraphs 10 through
17 of the Complaint. The Guaranty authorizes the entry of judgment against the Defendant upon
the occurrence of an event of default thereunder. See Complaint, Ex. D at 3. By way of further
answers, the averments of Paragraph 7 constitute conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied.
8. Admitted. By way of further answer, Orrstown Bank assigned the Hari Ram Note
and related loan documents to Magnolia, as more thoroughly detailed in the Complaint. See
Complaint, ¶¶ 1-2, Ex. A.
9. Admitted.
10. Admitted.
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BUSINESS#2011452 v.2
11. Denied. By way of further answer, Hari Ram is in default of its obligations to
Magnolia for the following reasons:
(a) As more fully described in Paragraphs 10-17 of the Complaint, and as the
Defendant has not denied, Gurugovind, LLC ("Gurugovind") defaulted on its obligations to
Magnolia under (1) that certain Promissory Note executed by Gurugovind in favor of Magnolia
on July 8, 2008 in the principal amount of$5,110,00.00 ("Gurugovind Note 1"), and (2) that
certain Promissory Note executed by Gurugovind in favor of Magnolia on July 8, 2008 in the
principal amount of $640,000.00 ("Gurugovind Note 2," and collectively, with Gurugovind
Note 1, the"Gurugovind Notes").
(b) Gurugovind Note 1 is secured by that certain Open-End Mortgage and
Security Agreement dated July 8, 2008, executed by Hari Ram in favor of Magnolia and
recorded with the recorder of deeds for Cumberland County Pennsylvania in Instrument No.
200823383 ("2008 Mortgage 1"). Gurugovind Note 2 is secured by that certain Open-End
Mortgage and Security Agreement dated July 8, 2008, executed by Hari Ram in favor of
Magnolia and recorded with the recorder of deeds for Cumberland County Pennsylvania in
Instrument No. 200823387 ("2008 Mortgage 2," and together, with the 2008 Mortgage 1, the
"2008 Mortgages").
(c) Each of the 2008 Mortgages contains the following common clause:
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.
See Complaint, Ex. E at 7, 17. Further, in the each of 2008 Mortgages: (1) "Borrower" is
defined as "Gurugovind, LLC;" (2) "Grantor" is defined as "Hari Ram, Inc.;" and (3)
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BUSINESS#2011452 v.2
•
"Indebtedness" includes, but is not limited to "all principal, interest, and other amounts . . .
payable under the Note." See id., Ex. E at 13, 23. " Note" is defined in 2008 Mortgage 1 as
Gurugovind Note 1. See id., Ex. E at 23. "Note" is defined in 2008 Mortgage 2 as Gurugovind
Note 2. See id., Ex. E at 13.
(d) The "Payment and Performance" section of each of the 2008 Mortgages
contains an affirmative promise from Hari Ram, as Grantor, to pay the Indebtedness, which
includes the Notes from Gurugovind. Hari Ram is in breach of this promise.
(e) The Hari Ram Note provides that, in the event Hari Ram "fails to comply
with or to perform when due any other term, obligation or covenant or condition contained in . . .
any other agreement [Hari Ram] has with [Magnolia]," Hari Ram shall be in default under the
Note as well. See id, Ex. B at 1.
As a result of Gurugovind's default under the Gurugovind Notes, Hari Ram is in default of its
obligations under the Hari Ram Note. Magnolia demanded payment in full of the Hari Ram
Note on November 4, 2013.'
12. Admitted.
13. Admitted.
14. Admitted.
15. Admitted.
16. Admitted only that Hari Ram is not a maker of the Gurugovind Loans or Notes.
The balance of the averments set forth in Paragraph 16 are denied. By way of further answer,
' It should also be noted that Hari Ram filed for a petition for relief under Chapter 11 of Title 11 of the United
States Code(the"Bankruptcy Code."). Filing a petition for relief under the Bankruptcy Code constitutes a
separate event of default under the Hari Ram Note. See Complaint, Ex. B at 1.
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BUSINESS#2011452 v.2
Hari Ram affirmatively promised to pay all indebtedness secured by the 2008 Mortgages, as set
forth in greater detail in Paragraph 11 above.
17. Denied. The averments of Paragraph 17 constitute conclusions of law to which
no response is required. To the extent these averments are factual in nature, they are denied. By
way of further answer, Hari Ram promised to pay all indebtedness secured by the 2008
Mortgages, as set forth in greater detail in Paragraph 11 above. Further, Pennsylvania law allows
a mortgage to be created without any accompanying personal obligation or evidence of
indebtedness of the mortgagor. See, e.g., Easton Theatres, Inc. v. Wells Fargo Land and Mortg.
Co., Inc., 449 A.2d 1372, 1375 (Pa. 1982); Girard Trust v. City of Philadelphia, 87 A.2d 277,
279 (Pa. 1952) ("there may be mortgages not accompanied by any other evidence of
indebtedness but which constitute in and of themselves both the obligation and the conveyance
of the property intended to secure it"); In re Hartje's Estate 28 A.2d 908 at 910 (Pa. 1942);
Baum v. Tomkin, 1 A. 535, 537 (Pa. 1885) (mortgages may be "a naked, simple form of a mere
mortgage, given f o r the purpose . . . of securing the debt of a third person"); Marques v. Bank of
America, N.A. 2008 WL 4286998 at *9 (Bankr. E.D. Pa. 2008, Adv. No. 07-0207); Farris v.
Jefferson Bank, 194 B.R. 931 at 939 (Bankr. E.D. Pa. 1996); In re Morrison, 59 B.R. 586, 590
(Bankr. E.D. Pa. 1987).
18. Admitted.
19. Admitted only that the Complaint sets forth that Hari Ram is in default under the
2008 Mortgages. The balance of the averments set forth in Paragraph 19 are denied. By way of
further answer, the "Payment and Performance" section of each of the 2008 Mortgages contains
an affirmative promise to pay the Gurugovind Notes, as set forth in greater detail in Paragraph 11
above. See Complaint, Ex. E at 7, 17. As a result, Hari Ram is in default of the Hari Ram Note,
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BUSINESS#2011452 v.2
which provides that a default occurs if Hari Ram "fails to comply with or to perform when due
any other term, obligation or covenant or condition contained in . . . any other agreement [Hari
Ram] has with [Magnolia]." See id., Ex. B at 1. Magnolia demanded payment in full of the Note
on November 4, 2013.
20. Denied. By way of further answer, the 2008 Mortgages specifically secure,
among other things, the payment of the "Indebtedness." See id., Ex. E at 7, 17. "Indebtedness"
includes, but is not limited to "all principal, interest, and other amounts . . . payable under the
Note." See id., Ex. E at 13, 23. 2008 Mortgage 1 defines "Note" as Gurugovind Note 1, and
2008 Mortgage 2 defines "Note" as Gurugovind Note 2. See id., Ex. E at 13, 23.
21. Denied. The averments of Paragraph 21 constitute conclusions of law to which
no response is required, and to the extent these averments are deemed to be factual in nature,
they are denied. By way of further answer, the "Payment and Performance" section of each of
the 2008 Mortgages contains an affirmative promise to pay the Gurugovind Notes, as set forth in
greater detail in Paragraph 11 above.
22. Denied. The averments of Paragraph 22 constitute conclusions of law to which
no response is required, and to the extent they are deemed to be factual in nature, they are
denied. By way of further response, the Guaranty secures the payment of the Hari Ram Note.
See Complaint, Ex. D at 1. The Defendant is in default of its obligations under the Guaranty as a
result of Hari Ram's default under the Hari Ram Note. The Guaranty specifically authorizes the
entry of judgment against the Defendant upon the occurrence of a default. See id., Ex. D. at 3.
23. Admitted only that the Guaranty guarantees payment of the Hari Ram Note. The
balance of the averments set forth in Paragraph 23 are denied. By way of further answer, Hari
Ram is in default of the Note, as more thoroughly set forth in Paragraph 11 above. As a result of
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BUSINESS#2011452 v.2
Hari Ram's default under the Note, the Defendant is in default of her obligations under the
Guaranty.
24. Admitted only that the Guaranty relates to the Hari Ram Note, and that Magnolia
is entitled to enter judgment on the Guaranty upon the occurrence of an event of default under
the Hari Ram Note. The balance of the averments of Paragraph 24 constitute conclusions of law
to which no response is required, and to the extent they are deemed to be factual in nature, they
are denied.
25. Denied. By way of further answer, Hari Ram is in default of the Hari Ram Note,
as more thoroughly set forth in Paragraph 11 above, and contrary to the Defendant's assertions,
each of the 2008 Mortgages contains an affirmative promise to pay the Gurugovind Notes.
26. Denied. Paragraph 26 contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. By way of further
answer, the warrant of attorney contained in the Guaranty expressly authorizes an attorney's
commission of 10% of the unpaid principal balance of the Hari Ram Note. See id., Ex. D. at 3.
Pennsylvania courts have upheld attorneys' commissions in excess of 10% in connection with
confessed judgments. See e.g. RAIT Partnership, L.P. v. E. Point Properties, Ltd. 957 A.2d
1275, 1279 (Pa. Super. Ct. 2008) (upholding 15% attorneys' fee provision in warrant of
attorney). Additionally, even if the fees should not have been included in the Judgment, the
proper remedy is to modify, not strike or open, the Judgment. See e.g., Dollar Bank, Fed. Say.
Bank v. Northwood Cheese Co., 637 A.2d 309, 313-14 (Pa. Super. 1994); see also Colony
Federal Say. And Loan Ass'n v. Beaver Valley Engineering Supplies Co., 631 A.2d 343, 346-47
(Pa. Super. Ct. 1976) (proper remedy for judgment entered in an amount greater than appropriate
is to modify the judgment, not strike it).
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BUSINESS#2011452 v.2
27. The averments of Paragraph 27 constitute conclusions of law to which no
response is required.
28. No response is required to the averments of Paragraph 28.
29. The averments of Paragraph 29 constitute conclusions of law and legal citations to
which no response is required.
30. The averments of Paragraph 30 constitute conclusions of law and legal citations to
which no response is required.
31. Admitted.
32. Denied. Each of the 2008 Mortgages contains an affirmative promise to pay the
Gurugovind Notes, as set forth in greater detail in Paragraph 11 above. See Complaint, Ex. E at
7, 17. Further, the Hari Ram Note provides that Hari Ram will be in default of its obligations to
Magnolia in the event that Hari Ram fails to comply with "any other agreement or loan [Hari
Ram] has with [Magnolia]." See id., Ex. B at 1. Pursuant to the Guaranty, the Defendant has
guaranteed the payment of the Hari Ram Note. See id., Ex. D at 1. As such Hari Ram is in
default under the Hari Ram Note, and the Defendant is in default under the Guaranty.
33. The averments of Paragraph 33 constitute conclusions of law and legal citations to
which no response is required. By way of further answer, Magnolia has confessed judgment
against the Defendant for a breach of the Guaranty, not the Hari Ram Note or the Gurugovind
Notes, and the Defendant is a party to the Guaranty.
34. Denied. Magnolia concedes that the Defendant is not a party to the Gurugovind
Notes; however, Magnolia has confessed judgment under the Guaranty, not the Gurugovind
Notes or the Hari Ram Note. The warrant of attorney contained in the Guaranty clearly
authorizes the Defendant to enter judgment against Defendant upon an the occurrence of an
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BUSINESS#2011452 v.2
event of default thereunder. The Defendant is in default of its obligations under the Guaranty as
a result of Hari Ram's default under the Hari Ram Note, as set forth in greater detail in
Paragraph 11 above.
35. The averments of Paragraph 35 constitute conclusions of law and legal citations
to which no response is required, and to the extent they are deemed to be factual in nature, they
are denied. By way of further answer, the Defendant has admittedly guaranteed Hari Ram's
obligations under the Hari Ram Note, and the express provisions of the loan documents attached
to the Complaint support the conclusion that Hari Ram is in default of its obligations under the
Hari Ram Note, as set forth in greater detail above.
36. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. By way of further
answer, each of the 2008 Mortgages contains an affirmative promise to pay the Gurugovind
Notes. Furthermore, Pennsylvania law allows a mortgage to be created without any
accompanying personal obligation or evidence of indebtedness of the mortgagor. See, e.g.,
Easton Theatres, Inc. v. Wells Fargo Land and Mortg. Co., Inc., 449 A.2d 1372, 1375 (Pa.
1982); Girard Trust v. City of Philadelphia, 87 A.2d 277, 279 (Pa. 1952) ("there may be
mortgages not accompanied by any other evidence of indebtedness but which constitute in and of
themselves both the obligation and the conveyance of the property intended to secure it"); In re
Hartje's Estate 28 A.2d 908 at 910 (Pa. 1942); Baum v. Tomkin, 1 A. 535, 537 (Pa. 1885)
(mortgages may be "a naked, simple form of a mere mortgage, given for the purpose . . . of
securing the debt of a third person"); Marques v. Bank of America, N.A. 2008 WL 4286998 at *9
(Bankr. E.D. Pa. 2008, Adv. No. 07-0207); Farris v. Jefferson Bank, 194 B.R. 931 at 939
(Bankr. E.D. Pa. 1996); In re Morrison, 59 B.R. 586, 590 (Bankr. E.D. Pa. 1987).
- 9 -
BUSINESS#2011452 v.2
37. Denied. By way of further answer, the entry of judgment against the Defendant is
specifically authorized by the Guaranty. See Complaint, Ex. D. at 3.
38. No response is required to the averments of Paragraph 38.
39. The averments of Paragraph 39 constitute legal citations and conclusions of law to
which no response is required.
40. Denied.
41. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. By way of further
answer, the warrant of attorney contained in the Guaranty expressly authorizes an attorney's
commission of 10% of the unpaid principal balance of the Hari Ram Note. Pennsylvania courts
have not hesitated to uphold an attorney's fee as high as 15% when such fee is provided for in
the warrant of attorney. See e.g., RAIT Partnership, LP v. E. Point Properties I, Ltd., 957 A.2d
1275, 1279 (Pa. Super. 2008) (upholding 15% attorney's provision in warrant of attorney);
Dollar Bank, Fed. Say. Bank v. Northwood Cheese Co. Inc., 637 A.2d 309, 313-14 (Pa. Super.
1994) (same). Magnolia has expressly adhered to the requirements of the warrant of attorney,
and no meritorious defense to the attorney's commission included in the judgment amount has
been presented.
42. Denied. Defendant's Petition does not set forth any meritorious defenses to the
entry of Judgment; hence, the Petition should be denied.
43. No response is required to the averments of Paragraph 43.
44. Admitted.
45. Denied. Defendant's Petition does not set forth any meritorious defenses to the
entry of Judgment; hence, the Petition should be denied.
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BUSINESS 4 2011452 v.2
46. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. While a stay has
already been ordered, Defendant has failed to present prima facie grounds for relief and has, in
fact, presented only meritless and frivolous arguments in support of its Petition. Thus, the stay
should be lifted. If this Court elects to continue to impose a stay of execution, however, it is
respectfully requested that the Court require Defendant to post a bond in the amount of 150% of
the amount of the Judgment in order to protect Plaintiff's interests.
47. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. While a stay has
already been ordered, Defendant has failed to present prima facie grounds for relief and has, in
fact, presented only meritless and frivolous arguments in support of its Petition. Thus, the stay
should be lifted. If this Court elects to continue to impose a stay of execution, however, it is
respectfully requested that the Court require Defendant to post a bond in the amount of 150% of
the amount of the Judgment in order to protect Plaintiff's interests.
WHEREFORE, it is respectfully requested that the Court enter an order denying the
Petition in full.
STRADLEY RONON STEVENS & YOUNG, LLP
January 16, 2014 By: > i'1
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
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BUSINESS#2011452 v.2
CERTIFICATE OF SERVICE
I, Steven J. White, hereby certify that on January 16, 2014, I caused a true and
correct copy of the foregoing Answer of Magnolia Portfolio, LLC to the Petition to Strike, or, in
the Alternative, to Open Judgment and Request for Stay of Proceedings to be served upon the
following parties via first class, U.S. mail, postage prepaid, and electronic mail:
Robert E. Chernicoff, Esquire Gina L. Lauffer, Esquire
CUNNINGHAM & CHERNICOFF, P.C. CUNNINGHAM & CHERNICOFF, P.C.
2230 North Second Street 2230 North Second Street
Harrisburg, PA 17110 Harrisburg, PA 17110
rec @cclawpc.com glauffer @cclawpc.com
Steven J. Wilite, Esquire
Attorney for Plaintiff
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BUSINESS#2011452 v.2
MAGNOLIA PORTFOLIO LLC, :
As Assignee of Orrstown Bank, :
Plaintiff
vs.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
NO. 2013-7046 CIVIL
KANTABEN K. PATEL,
Defendant
IN RE: DEFENDANT'S PETITION TO STRIKE OR, IN THE ALTERNATIVE, TO
OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS
ORDER
AND NOW, this 49. day of May, 2014, the Petition of the Defendant to Strike
or, in the Alternative, to Open Judgment and to Stay Proceedings is DENIED.
BY THE COURT,
✓§teven J. White, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
For the Plaintiff
.Robert E. Chernicoff, Esquire
2320 North Second Street
Harrisburg, PA 17110
For the Defendant
:rim
Kevin + Hess, P. J.