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HomeMy WebLinkAbout13-7047 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 De ?i $ coin ,r Tel. (215) 564 -8000 Hari Ram, Inc. N 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. NO. HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg, PA 17055 Defendant. ENTRY OF APPEARANCE AND CONFESSION OF JUDGMENT PURSUANT TO PA RULE CIV. PRO. 2955(a) Pursuant to the authority contained in warrant of attorney set forth in the that certain Promissory Note (the "Note ") executed by Hari Ram (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� BUSINESS # 1971510 v.l 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 Note) 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 Note. STRADLEY RONON STEVENS & YOUNG, LLP November�6 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, Hari Ram, Inc. pursuant to the Warrant of Attorney contained in the Note -2- BUSINESS # 1971510 v.I STRADLEY RONON STEVENS &YOUNG, LLP 4, t r G� 0 t t Gretchen M. Santamour (ID No. 41720) 71 y t � r ,� tt Steven J. White, Esquire (ID No. 206442) 2 7 fit; 10. l� 2600 One Commerce Square _> �� Philadelphia, PA 19103 pp� 1 Tel. (215) 564 -8000 Attorneys f6AgAW6g0*- ;Ka Fax (215) 564 -8120 Portfolio, LLC 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. oil NO. HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg, PA 17055 Defendant. PRAECIPE FOR ENTRY OF JUDGMENT BY CONFESSION TO THE PROTHONOTARY: Kindly enter judgment by confession in the above - titled action and assess damages in favor of Plaintiff, Magnolia Portfolio, LLC, and against the Defendant, Hari Ram, Inc., 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 Note. STRADLEY RONO / STEVENS & YOUNG, LLP November �4 2013 By: VA t Steven J. hite, Esquire Attorneys for Plaintiff, Magnolia Portfolio, LLC BUSINESS # 1971510 v.l 1 Gretchen O chen M. Santam & our (ID No. 4 YOUNG, LLP •� ��`� � �1-� � -�� ?�� TA i � Steven J. White, Esquire (ID No. 206442) r x„ � �1�1 j�, � 2600 One Commerce Square f =� Philadelphia, PA 19103 Attorne s i� ' °k l dgpolia Tel. (215) 564 -8000 Portfolio, LLC �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. q . )Dq U NO. 1 3 HARI RAM, INC. 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 4 1971510 v.I r , 3. Defendant, Hari Ram, Inc. ( "Hari Ram ") is a Pennsylvania corporation with an address of 1188 Greenfield Drive, Mechanicsburg, PA 17055. BACKGROUND I. The Hari Ram Loan 4. On or about January 17, 2001, the Lender extended a business loan to 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, 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 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. H. 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, -2- BUSINESS # 1971510 v.I i 1 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 "). True and correct copies of the 2008 Mortgages and the Gurugovind Notes are attached hereto as Exhibit D and incorporated by reference herein. The Note, the Hari Ram Mortgage, 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. -3- BUSINESS # 1971510 v.1 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. As a result of the defaults, the following amounts, computed as of November 8, 2013, are immediately due and payable from Hari Ram to the Lender under the Note: 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 Note) TOTAL $ 1,586,346.95 -4- BUSINESS # 1971510 v.1 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 Note. 15. The Note contains a warrant of attorney that authorizes the Lender to confess judgment against Hari Ram upon or after its default. 16. Notice of default was sent to Hari Ram 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 17. Magnolia seeks to confess judgment against Hari Ram under the Note, as authorized by the warrant of attorney contained in the Note and executed by Hari Ram. 18. Judgment has not been entered against Hari Ram in any jurisdiction on the warrant of attorney contained in the Note. 19. Judgment is not being entered against any natural person in connection with a consumer transaction. 20. The Note, which contains the warrant of attorney, is less than twenty years old. 21. An Affidavit of Default and Assessment of Damages is attached hereto and incorporated as if set forth fully herein. 22. The notice provisions of 41 P.S. § 101 et seg. ( "Act 6 ") are inapplicable to this action because the Lender is not accelerating the maturity of a residential mortgage. -5- BUSINESS # 1971510 v.I 23. Similarly, the provisions of 35 P.S. § 1680.403(c) ( "Act 91 ") are not applicable to this action because, among other things, the Note is not secured by the principal residence of Hari Ram. -6- BUSINESS # 1971510 v.] WHEREFORE, Plaintiff, Magnolia Portfolio, LLC, respectfully requests the entry of judgment in its favor and against Defendant, Hari Ram, Inc., 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 Note. STRADLEY RONON STEVENS & YOUNG, LLP e� �. CAAAV NovemberW, 2013 By: Gretchen Santamour, Esquire Steven J. White, Esquire 2600 One Commerce Square Philadelphia, PA 19103 Tel. (215) 564 -8000 Fax (215) 564 -8120 Attorneys for Plaintiff, Magnolia Portfolio, LLC -7- BUSINESS 4 1971510 v.1 EXHIBIT A BUSINESS 4 1971510 v.1 3 , 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 VII of the Sale Agreement and the indemnification obligations and other covenants, rights and remedies therein. Executed effective as of December 20, 2012. OR,RSTOWN BANK, a Pennsylvania banking corporation By: Name: Zachary M. Pyrin Title: SVP, SAG Ufrector Special Assets Group Orrstown Bank Offering N 121210 Pool # 100 Reference 0 06001 I 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 (.imitation, the representations and warranties pursuant to Article VII of the Sate 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.. tilmn Title: SVP, SAG Dl&dor Special Assets Group Orrstown Bank Offering # 121210 Pool 100 Reference # 89001 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 V1I 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 ltii ynn Title: SVP, SAG Wrector Special Assets Group Onstown Bank Offering # 121210 Pool # 100 Reference # 99002 CzRTIPINa Fmvm TY IoBRTIPIGTIoN L9tmms 38 -07 -0459 -074 - SILVER SPRING OCOIIS PXGISTRY 02/14/2013 BY DC TM 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, Stare of Peannsyhuob' Tax Map No. or Tax Parcel IdendBratioo No.: 38-07414,SW4 I certify that the precise address of the Assignee is. c/o Sabal Financial Group, L.P., 4675 MacArdw Court,, Suite 1550, Newport Beach, CA 92660 Nick llone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, OrrsWwn'Bank, a Pennglvanira banking corporation, having an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as " Afi ignor for value received, does by these presents, grant, sell, tiaasfer, assign, convey and set over to Magnolia Portfotlo, LLC, a Delaware limited liability company, its successors and assigns (bereinafta referred to as " Arai etc having an address of c/o Sabal Financial Croup, L.P., 4675 MacArthur Corm., Suite 1.550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: Alo Rd: 2s ro.a3 7 UmNam WM RAM arC L= Rd: 26359&MMI y Open - End Construction Mortgage dated January 17, 2401, executed by HARI RAM, INC, the grantor, to Onrstown 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, amended, supplemented, restated or modified (the "Mortgage "). The Mortgage covers the property described therein, less and except 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 IlVLPLIED, WRITTEN OR ORAL, BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO RaL 2510.037 Loan Name: HARI RAM INC Loan Ref: W19ED6001 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, ' s A e , By: Name: R. Patterson Jackso Title: Authorized Signatory - -�AxN&OLn� +o t4 Cn? Ncr 4cecrdt" o t j 3b 1 ao13 ACKNOWLEDGMENT '�— rls.fru—n%4r4 STATE OF CALIFORNIA ) �' SS: COUNTY OF ORANGE ) On this day of February, 2013, before me rsonally appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio, L , laware 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 vial seal. My com ' sion expires: Name of Notary: AMU Ref.: 2510.037 Loan Name:14ARI RAM INC Loan Ref: 26354806001 a State of California ) County of Orange ) On February S, 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. LYNN MATTSON Commission # 1930475 Z Notary Public • Calilornia i Z UranQe County M Comm. Ex iret Mar 27.2015 (SEAL) Notary Public Signature ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 _ 717 -240 -6370 s Instrument Number - 2013MIO Recorded On 2114/2013 At 8:10:10 AM • Total Pages - 5 • Instrument Type - ASSIGNMENT OF MORTGAGE Invoice Number - 129319 User.ID - MSW • Mortgagor - IL4.RI RAM INC • Mortgagee - MAGNOLIA PORTFOLIO LLC "Customer - SIMPLIF ILE 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 $10.0.0 This page is now part FEES of this legal document. COUNTY APzKIVES PER $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $50.50 I Certify this to be recorded in Cumberland County PA RECORDER OF.DEEDS • . Iatormadw dew" by an asterisk may d> ge daring the vertttmflan process and way mt be redacted oa ttls page. A c3MIPIBD I"ROMMY IMOTIVIC"SON HMOs" 36 -07 -0459 -074 - SILVSR SPRING CCOIS RLOISTR7 02/20/2013 BY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION, RETURN TO: ANDERSON, MCCOY & ORTA, P.C. 100 North Broadway, Suite 2600 Oklahoma City, OK 73102 Telephone. (888) 236 -0007 Cumberland County, State of PemwAvanta Tai Map No. or Tax Parcel Identi$eatiou No.: 35974459-074 I certify that the precise $ hb= of the Assignee is eJo Sabel Financiai Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660 r ickp llone ASSIGNMENT OF MORTGAGE grow ALL MEN BY THESE PRESENTS: THAT, Orratown Bank, a Pennsylvania banking corporation, having. an address of 77 East King Street, Shippensburg, PA 17257 (hereinafter referred to as " Aasienor *'�, for value received, does by dose presents, grant, sell, transfer, assign convey and set over to Magnolia Portfolio, LLC, a Delaware Umit ed liability company, its successor$ and assigns (herci� referred to as " &&Mee " having an address of cJo Sabah Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Rd: 2510.144 Loan Name GURUGOVIND LLC Lean Rd: 2647SUM] Open -End Mortgage and Security Agreement dated July 8, 2008, executed by Hari- Ram, Inc., the grantor, to thrstown Bank, the Lender, recorded on July 9, 2008, as Instrument Number 200823383 in the Official R.ecoids 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 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 RzE: 2310.144 IA= Name: GURUGOVRID I I.0 Lm Pd:264758MI IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this ,� day of February, 2013. ASSIGNOR: ORRSSTOWN BANii, a Pennsylvania banking corporation By: Magnolia Portf lia, L[ C, a Delaware limited liability company, " Att -i act By: Name: R. Patterson Jacks Title: Authorized Signatory f to t'u RO wer of mcrrQ.�,t 04 0u-d _ ACKNOWLEDGMENT .•�JL`m�tx'- STATE OF CALIFORNIA } ,14 ti 0 `6 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.; 26475889001 State of California ) County of Orange ) On February _ i- , 2013, before me, Lynn Mattson, Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. YNN MATTSON mis : ion # 1930415 417m Notary Publk - egfornfa jc OrtnQe couro (SEAL) Gomm Fx fray IYu 27.2015 r No Public Signature ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 :. 717 -240 -6370 - Instrument Number - 201305589 Recorded On 2120/2013 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 - 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 RECXXWER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document COUNTY ARCHIVES FM $2.00 ROD ARCHIVES PEE $3.00 TOTAL PAID $50.50 1 Certify this to be recorded in Cumberland County PA RECORDER OF DEMS - lnfamxdan denoted by an asterUk may etrmge during the rertffcriion proms and mW not be rettecltd an this pag! • 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 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 1 certify that the precise address of the Assignee is c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660 Nick rzellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: I 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 interest in and to that certain: i i AMO Ref.: 2510.145 Loan Name: GURUGOVIND LLC Loan Ref.: 26475889002 Inst. # 201305644 - Page 2 of 5 I Open-End Mortgage and Security Agreement dated July 8, 2008, executed by Hari-Ram, Inc., the grantor, to Orrstown Bank, the Lender, recorded on July 9, 2008, as Instrument Number 200823387 in the Official Records of Cumberland County, State of Pennsylvania("Recorder's Office"), as the same may have been assigned, amended,supplemented,restated or modified(the"Mortgage"). The Mortgage covers the property described therein,less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO FOLD 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] l i 1 1 i I� AMO Ref.:2510.145 j Loan Name:GURUGOWND LLC Loan Ret:264?5889002 i 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: Name: R.Patterson Jackson Title: Authorized Signatory 1-6 daca. ttrr ?ecorot.eA 0-� : o l ( 3 o f a o 3 ACKNOWLEDGMENT 'fir S+rtx-n t 3 ALL-m fir: ,?013 D it, 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: I i I I i i r AMO Ref.:2510.145 Loan Name:GURUGOVIND LLC Loan Ref.:26475889002 ,I i Inst. # 201305644 - Page 4 of 5 State of California ) County of Orange ) On February. ,2013,before me, Lynn Mattson,Notary Public,personally appeared I R. Patterson Jac cson, 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 Commission#1930475 a, Notary Public-California z z % Orange County _51-- (SEAL) My Comm.Expires Mar 27.2015 Pubic•Si a ure i I I i i i Inst. # 201305644 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS R.. . .b 3 . CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 is 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 i Mortgagor-HARI-RAM, INC Mortgagee-MAGNOLIA PORTFOLIO LLC 1 "Customer- SIMPLIFILE LC&RECORDING FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $23.50 JUSTICE RECORDING FEES — $11.50 DO NOT DETACH 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 o¢cu,y� RECORDER OF DEEDS Information denoted by an asterisic may change during the verification process and may not be reflected on this page. I i i i I I ASSIGNMENT OF SECURITY DOCUMENTS ORRSTOWN BANK, A PENNSYLVANIA RANKING 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 reI-hated to the Loan. Dated this,,'* t of February, 2013 ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: MAGNOLIA PORTFOLIO,LLC,a Mlaware limited liabilit m ,its Attorney-in-Fact By; .. -� Name: R Patterson Jackson Title: Authorized Signatory AMO Ref.: 2510.037 Loan Nana: HART RAM INC Loan Ref;26359806001 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, whic.h is secured by pToperty located in Cumberland County, State of Pennsylvania- AMO Rd.: 2510.037 Loan Namc: 14ARI RAM INC Loan Ref:26359806001 EXHIBIT B BUSINESS##1971510 v.I PROMISSORY NOTE References in the shaded area are for Lender's use only and do not limit the appllcabill of this document to any particular loan or item. Borrower: HART RAM,INC. (TIN: 23-2612365) Lender: ORRSTOWN BANK 1188 GREENFIELD DR. P.O.Box 250 MECHANICSBURG,PA 17065 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 8t 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 9.00% per annum;fand 216 consecutive monthly principal'and interest payments In the initial amount of $26,014-16 each, beginning 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 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 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 w4flng.. 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_qF, e r. The Index currently is 9.600%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 an 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 Borrowees 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$60.00,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 arty 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 an 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 Borrowers 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 prop"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 it 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) it the cure requires more than fifteen (15) days, Immedlatelyinitlates 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 an 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 as option,may also,If permitted under applicable law,increase the variable interest rate on this Note by 4.000 percentage points. The interest rate wig 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 taw,Lenders 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 Goan 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 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 Atl 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 fine 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 until 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 Originlat 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 Nate 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 Nate 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. Ali 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. 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:...... �-"°'- �S£ .) . . :.::::>:>s�»ssi;<.-.:�::>:<.,;_:::::>:;;;;::.::i.::;:�::--•r.'?�'�<?::: zip>.4T„�.�,.J�' KANJIBHAI R.PATEL,PRESIDENT LAYMIKANT K.PATEL,VICE PRESIDENT&SECRETARY Variable Rate.. LASER PRO,Reg.U.S.Pat.&T.M.Off.,Ver.3.29c(C)Concentrex2001 All rights reserved.IPA-D20F3.29aP3.29a07421)CL.LNC2.OVL) EXHIBIT C BUSINESS#1971510 v.1 RECORDATION REQUESTED BY: ORRSTOWN BANK P.O.BOX 260 DEEDS ShIppensburg,PA 17267 WHEN RECORDED MAIL TO: ORRSTOWN BANK P,O,BOX 250 ShIppensburg,PA 17267 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 17065(referred to below as"Grantor");and ORRSTOWN BANK,whose address is P.O.BOX 260,Shipponeburg,PA 17257(referred to below as"Lander"). GRANT OF MORTGAGE. For Valuable consideration,Grantor grants,bar' no,Dons,convoys,assigns,tratieffers,refocus,confirms and li 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 afro(ed buildings,Improvements and fixtures;all streets,lanes,alloys,passages,and ways;all easements,rights of way,all liberties, privileges, tenements, hereditaments,and appurtenances lhoreunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto,all water,water rights,watercourses and ditch rights(kdudlng stock In utilities with ditch or Inigallon rights);an an other rights,royalties,and profits relating to the real property,Including without limitation all minerals,oll,•gas,geothermal and similar matters,IOC=d In CUMBERLAND County,Commonwealth of Pennsylvania(the "Rest Property")- DEED DATED 2-25-00 AND RECORDED IN BOOK 216 PAGE 724 IN SILVER SPRING TWP. The Real Property, or fts. address Is Commonly known as LOT 38 BENT CREEK SUBDIVISION, MECHANICSBURG PA 17055 Grantor presently assigns to Londer all of Grantees right,Hite,and Interest In and to all leases of the Property and oil Rents from the Prcpe4 In addition,Grantor grants to tender a Uniform Commercial Code security Interest In the Personal Property and Rents. DEFINITIONS.The following words shall have the following meanings when used In this Mortgage.Terms not otherwise defined In this Mortgage shag have the meanings attributed to such terms In the Uniform Commercial Code. All references to dollar amounts shall mean amounts In lawful money of the United States of America. Existing Indebtedness.The words'Existing Indebtedness"mean the Indebtedness described below In the Ex1sHng Indebtedness section of this Mortgage. Grantor.The word'Grantor"means HARI RAM,INC..The Granter Is the mortgagor under this Mortgage. Guarantor. The word"Guarantor"means and Includes without Itmitallon each and all of the guarantors,sureties,and accommodation parties In connection with the Indebtedness. Improvements. The word"Improvements"means and Includes without Imitation all existing and future Improvements,buildings,structures, mobile homes affixed on the Real Property,facilities,additions,replacements and other construction on the Real Propedy. Indebtedness, The word"Indebtedness"moons all principal and Interest payable under the Note and an amounts expended or advanced by Lander 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 lions and security Interests created pursuant to this Mortgage coveting the indebtedness Which may be created In the future shall retate back to the date of this Mortgage, Lander, The word"Lender"means ORRSTOWN BANK,Its successors and assigns.The Lender Is the mortgagee under this Mortgage. MorliffloW. Interest provisions relating to the Personal Property and Rants. Note. The word"Note"means the promissory note or credit agreement dated January 17,2DO1,In the original principal amount of iI $2,669,000.00 from Grantor to Lender,together with all renewals of,extensions of,modifications of,refinancings of,oonsolldattons of,and substitutions for the promissory note or agreement.The maturity data of this Mortgage Is January 17,2D22. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words"Personal Property'.mean all aqvIpmont,fixtures,and other articlas of personal property now of hereafter owned by Grantor,and now of hereafter attached or affixed to the Real Property;together with all accessions,parts,and additions to,Ali replacements of, and all substitutions for,any of such property;and together with all proceeds(including without Ilmllatfion all Insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property.The word"Property"means colloofively the Roo]Property and the Personal Property. Real Property.The words"Real Property"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. 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 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 INS Mortgago,'Grantor shall pay to Lender all amounts seourad by this Mortgage as they become duo,and shag Strictly perform all of Grantees obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Prop"shall be governed by the following provisions: Possession and Use, Until in default Or until Lander 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 oolW the Ronts 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 sot forth In the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9601,at seq.("CERCLA),the Superfund Amendments and Reauthorization Act of 1986,Pub.L.No.99-499 "SARA).the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at Sao.,the Resource Conservation and Recovery Act,42 U,SC, Seolion 6901,at seq•,or other applicable state 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 fraotion thereof and asbestos. Grantor represents and warrants to Lefider that: (a)During the period of Grantor's ownership of the Property,there has boon no use,generation,manufacture,storage,treatment,disposal,release or threatened f any h r4ovs waste or substance by any person on, .000 all- 1 j 01-17-,2001 MORTGAGE Page 2 Loan No (Continued) under,about or from the Property; (b)Grantor bus no knowledge of,or reason to behave that there has boon,except as previously disclosed to and acknowledged by Lendor in writing, (I)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 pl)any actual or i 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 lonani,contractor,agent or other authorized user of the Property shag use,generate,manufacture, l store,treat,dispose of,or release any hazardous waste or substance on,under,about or from the Property and (g)any such so"shall be conducted in compliance with all applicable federal,state,and local laws,regulations and ordinances,including without Iimttation those laws, regulations,and ordinances described above. Grantor authorizes Lender and Its agents to enter upon the Property to make such Inspections and 1 jests,at Grantor's expense,as Lender may doom appropriate to determine compliance of the Property with this seoflon of the Mortgage. Any I inspections or tests made by Lender shall be for Lender's purposes only and shot)not be construed to create any responslbtiijy 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 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 oasts 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 Londer may d)rootty or Indfreolly 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 of a hazardous waste or substance on the properties. The provisions of this section of the Mortgage,including the obligation to Indemnlly,shag survive the paymont of the Indebtedness and the safisfactlon and reconveyance of the Ron 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 Iimlling 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),sell,gravel or rock products without the prior written consent of Lender. Removal of improvement$. 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 least equal value. i Lender's Right to Ennter. Leader and fts apants and representatives may enter upon the Real Property at all reasonable times to attend to i Lender's Interests and to fn$pect the Property tot purposes of Granter's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor$hall promptly comply with all laws,ordinances,and regulatlons,now or hereafter In effect,of an 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 ragutatlon and withhold compliance during any proceeding, Including appropriate appeals,so long as Grantor has nogged Landor 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 tender,to protect Londoes interest. Duty to Protect. Grantor agrees neither to abandon not leave unattended the Property. Grantor shall do all other sots,In addition to those acts set forth above In this section,which from the character and use of the Property are reasonably necessary to protect and preserve the Property, CONSTRUCTION LOAN. if some or all 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 shag be completed no later than the matudfy date of the Note(or such earlier date as Lender may reasonably establish)and Grantor shag pay in full all costs and expenses In connection witA t a work. Lander,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 Bens,Including those of material suppliers and workman. Lender may require,among other things,that disbursement requests be supported by raceipted bills,expense affldavita,waivers of liens,construction progress reports,and such other documentaticn as Lender may reasonably request. DUE ON SALE-CONSENT BY LENDER.Lender may,at Its option,doctors 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 pert of the Real Property,or any Interest In the Real Property. A"sate or transfer"means the conveyance of Real Property or any right,ills or Interest thoreirr,whether legal,beneficial or squllabto;whether voluntary or Involuntary;whether by outright sate,dead,installment sale contract,land contract,contract for dead,leasehold interest with a term greater than three (3)years,lease-option conraot,or by sale,assignment,or frontier of any beneficial Interest In or to any land trust holding tiga to the Rest Property,or by any other method of conveyance of Reel Property Interest. If any Grantor Is a corporation,partnership or limlled liability company,transfer else Includes any change In ownership of more than twonty-five percent(26%)of the voting stock,partnership Interests or limited liability company,Interests, as the case maybe,of Grantor, However,this option shag not be exercised by Lender if such exercises prohibited by federal law or by Pennsylvania law. TAXES AND LIENS.The following provisions relating to the taxes and Hens 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 tames,special taxes,assessments,water charges and sower 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 Properly. Grantor shag maintain the Properly tree of all Eons having pdodty over or equal to the Interest of Lender under this Mott o axes t for kho lion of)axes and assessments not due,except for the Existing ind lUdness referred to below,and except as$the se pro a in a nit paragraph. Right To Contest. Gronlor may withhold payment of any tax,assessment,or claim in connection with a good faith dispute over the obligation to pay,so Jong as Lander a Interest In the Properly Ls not)aopardlzed. If o lien arises or Is filed as a result of nonpaymonl,Grantor shall within fifteen 5)d suer the 4jan arises or.It a lien is fgad.within gftean{16}days after Grantor has notice of the tiling,secure the dlsaharge OS the lien,er if requested by(ender,deposit with Lander sash fir a suffiMant oorparats$- bond or Other security satisiaetory io farads.in an amour#sufgdeni to discharge the lien plus any costs and attorneys'fees or other charges that could accrue as s result of a foreclosure er sale under the lien, in any contest,Grantor sha0 d f a nd Itself and Lander and shall satisfy any adverse judgment before erdorcement agalnsl the Property, Grantor shall name Lander as an additional obligas under any aunty 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 shag 1 authorize the appropriate governmental official to deliver to Lender at any time a wdilon statement of the taxes and assessments against the Property. Notice of Construction. Grantor shat notify Lender at least fifteen(16)days before any work is commenced,any services are furnished,or any materials ors supplied to the Property.if any mechanic's lien,matedaimon's lien,or other Eon could be asserted on account of the work,services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such Improvements. PROPERTY DAMAGE INSURANCE.The following provisions relating to Insuring the Property are a part of this Mortgage. jMaintenance of Insurance. Gronlor shall procure and maintain policies of fire Insurance with standard extended coverage endorsements on a i replacement basis for the fug 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 comprehensive general i habinly insurance in such coverage amounts as Lendor may request with Lender being named as additional Insureds in such liability Insurance ! policies. Addltionany,Grantor shall maintain such other Insurance,Including but not limited to hazard,business interruption and buffer insurance ! as Lender may require. Policies shell be written by such Insurance companios and In such form as may be reasonably acceptable to Lender, I Grantor shall deliver to Lander certificates of coverage from each Insurer containing a stipulation that coverage will not be canceled or diminished without a minimum of ten(10)days'prior written notice to Londor and not containing any disclaimer of the Insurers flabnjty for failure to give such notice. Each Insurance policy also shelf 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 at any time become located In an area designated by the Director of ft Federal Emergency Management Agency as a special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance for the fug unpaid principal balance of the loan and any prior none on the property securing the loan,up to the maximum patiay 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, j Application Of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss It Grantor fans to do so within fifteen(16)days of the casually, Whether or not Lenders security is impaired,Londer may,at Its election,apply the proceeds to the reduction of the Indebtedness,payment of any Eon affecting the Property,or the restoration and repair of the Property. if Lendor elects to apply the proceeds to rosfomfion and repair,Grantor shalt repair or replace the damaged or destroyed improvements in a manner satisfactory to Londer. 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 160 days after(heir receipt and i 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,it any,shag be applied to the principal bale! f� Indeblod }�It Lender holds any proceeds after payment In full of the Indebtedness,such proceeds shalt be paid to Grantor. a00K.�9 ?A(;( 4 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 sate or other sale hold under the provisions of this Mortgage,or at any foreclosure sate of such Property. 'i I 01-17-2001 MORTGAGE Page 3 Loan No (Continued) Compliance with healing lndabtedness.During the period In which any Existing Indebtedness described below Is In effect,compliance wlth 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. It 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 shah furnish to Lander a report on each existing policy of Insurance showing; (a)the name of the Insurer; (b)the risks Insured; (a)the amount of the poltoy, (d)the property insured,the than current replacement value of such property,and the manner of determining that value;and (e)the explrallon date of the podoy. Grantor shall,upon request of Lender,have an indepandent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. EXPENDITURES BY LENDER, If Grantor falls to comply with any provision of this Mortgage,tnoludin @@any obligation to maintain Existing Indebtedness in good standing as required below,or If any action or proceeding Is commenced that would matedaNy affact Lender's interests in the Property,Lender on Grantor's behalf may,but shall not be required to,take any action that Lander deems appropriate. Any amount that Lender expends In so doing wilt bear Interest at the rate provided for In the Note from the date Incurred or paid by Lander to the date of repayment by Grantor, A I such expenses,at Londe?s option,will (a)be payable on demand, (b)be added to the balance of the Note and be apporgonod among and be payable with any Ij Installment payments to become duo during either p)the term of any applicable insurance policy or (M)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 this provided for In this paragraph shall be in addition to any other rights or any remedies to which Lander may be entitled on account of the default. Any such aollon by Lender shalt not be construed as curing the dotaull so as to bar Lander from any remedy that it otherwtse would have had. Grantor's obligation to Lander 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 Properly are a pars of this Mortgage, i Title, Grantor warrants that: (a)Grantor holds good and marketable figs of record to the Property in too simple,tree and clear of all lions and encumbrances other than those set forth to the Real Property descriplfon or in the Existing Indebtedness section below Or In any title insurance policy,title report,or Anal title option Issued In favor of,and accepted by,Lander In connection with[his Mortgage,and (b)Grantor has the full �i right,power,and authority to execute and deliver this Mortgage to Lander. t Defense of Title. Subject to the oxospifon In the paragraph above,Grantor warrants and will forever defend the title to the Property against the j lawful claims of an persons. In the event any aotlon or proceeding Is commenced that questions Grantor's tilts or the Interest of Lander under this Mortgage.Grantor shall defend the action at Grantor's oxpense, Grantor may be the nominal party In such proceeding,but Lander shell be entl8ed to padfolpate in the proceeding and to be represented in the proceeding by oounsel of Lender's 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 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. EXISTING INDEBTEDNESS,The following provisions concerning existing Indebtedness(tha"Existing indabfednass)are a part of this Mortgage, Existing Llen, 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 sae 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. Default. it the payment of any Installment of principal or any interest on the Existing Indebtedness Is not made within the lime required by the note evidanoing 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 duo and payable,and this Mortgage shat!be In default. No Modification, Grantor shad 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 shad 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 condemnation of the Property are a part of this Mortgage. Application of Net Proceeds. If all or any part of the Property Is condemned by endnent domain proceedings or by any proceeding or purahase In Ileu of condemnation,Lender may at Its election require that an 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 all actual costs,OVOnsos,and attorneys'fees Incurred by Lander to connection with the condemnation. Proceedings, If any proceeding In condemnation Is filed,Grantor shad promptly notify Lander 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 wig deliver or cause to be delivered to Lender such instruments as may be requested by it from fims to ltme to permit such participation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,loos lid-charges-aro-apartrofihis-Martgaga. Current Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents In addition to this Mortgage and take whatever other acllon Is requested by Lender to perfect and continue Lendors Ilan on the Real Property. Grantor shall reimburse Lender for all taxes,as described below,together with all expenses Incurred In recording,petteating or continuing this Mortgage,Inducting without tlmltauon ail taxes,fees,documentary stamps,and other charges for recording or registering this Mortgage. S Tortes, The following shall constitute taxes to which this section applies: (a)a specific tax upon this type of Mortgage or upon all or any part of I the Indebtedness secured by this Mortgage; (b)a specific tax on Grantor which Grantor Is authorized 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 Lander or the holder at The Note;and (d)a spectf)o tax on all or any portion of the indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. It any tax to which this section applies is enacted subsequent to[he data of this Mortgage,this event shag have the same effect as an Event of Default(as defined below),and Lander may exercise any or all of Its available remedies for an 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 Liens seolion and deposits with Lander 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 socudty agreement are a part of this Mortgage. Security Agreement, This instrument shag constitute a security agreement to the extent any of the Property constitutes fixtures or other personal proporty,and Lander shag have all of the rights of a scoured party under the Uniform Commercial Code as emended from time to time, l Security Interest. Upon request by Lander,Grantor shag execute financing statements and take whatever other action Is requested by Lender to I perfect and continue Lender's security Interest In the Rents and Personal Property. In addition to reoording this Mortgage In the real property records,Lander may,at any lima and without further authorization from Grantor,fits executed counterparts,copies or reproductions of this i Mortgage as a financing statement. Grantor shag reimburse tender for all expenses incurred in perfecting or continuing this security Interest. I Upon default,Grantor shall assemble the Personal Property Ina manner and at a place reasonably convenient to Grantor and Lender and make It available to Londer within three(3)days after receipt of written demand from Lender. Addressee. The mailing addresses of Grantor(dabtor)and Lender(secured party),from which Information concerning the security Interest granted by this Mortgage may be obtained(each ss 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 additional authorization are a part of this Mortgage. Further Assurances. At any lime,and from time to ame,upon request of Lander,Grantor will make,execute and deliver,or win 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 Ilmes and In such offioos 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 Lander,be necessary or desirable in order to effectuate,complete,perfect,continue,or preserve (a)the obligations or Grantor under the Nato,this Mortgage,and the Related Documents,and (b)the lions and security interests 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 writing,Grantor shall reimburse Lender for aft costs and expenses Incuffed I ion with tiers referred to In this paragraph. ({}}W Additional Authorization.If Grantor falls to do any of the things referred to In the preceding pare mph,Lender may do so for and in the name of Grantor and at Grantor's expense, For such purposes,Grantor horeby Irrevocebly euthortzes Lender to make,execute,deliver,file,record and do all drier things as maY be necessary or desirable,in Lender s sots opinion,to accomplish the matters referred to In the preceding paragraph, U Is i . 01-17-2001 MORTGAGE Page 4 Loan No (Continued) understood that nothing sot forth heroin shall require Lender to take ar>y such actions. FULL PERFORMANCE. If Grantor pays all the indebtedness when due,and otherwise performs all the obligations imposed upon Grantor under this Mortgage,Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of lemtlnaflon of any financing statement on file evidencing Lender's security interest In the Rents and the Personal Property. Grantor will pay,N 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 Mont 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 lime required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to Abel discharge of any Bert. Compliance Default, Failure of Grantof to comply with any other form,obligation,covenant or condition contained In this Mortgage,the Nola 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 safes agreement, or any other agreement,In favor of any other creditor or person that may matedally affect any of Grantor's property or Grantor's ability to repay the k Note or Grantor's ablI ty to perform Grantor's obligations under this Mortgage or any of the Related Documents. f False Statements, Any warranty,representation or statement made or furnished to Lender by or on behalf of Grantor under this Mortgage,the 1 Note or the Related Documents(s false or misleading in any material respect,either now or at the lima made or furnished. Defective Coilateratimllon.This Mortgage or any of the Related Documents ceases to be in full force end effect(Including failure of any collateral documents to create a valid and perfected security Interest or lion)at any lime 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 benofit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor. Foreclosure,Forfeiture,etc, Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding,self-help,repossession or anyy 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 fallh dispute by Grantor as to the validity or reasonabloness of the claim which Is the basis of the foreclosure or forefelture proceeding,provided that Grantor gives Lender written notice of such claim and furNshes reserves 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 between Grantor and Lender that is not remedlod within any grace period provided therein.Including without limitation any agreement concerning any Indebtedness or other obligation of Grantor to Lender,whether existing now or later. Existing 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 Aden to foreclose any existing Ilan on the Property. Events Affecting Guarantor.Any of the preceding events occurs with respect to any Guarantor of any of the Indebtadness 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 lo,permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender,and,In doing so,ours the Event of Default. Adverse Change.A material adverse change occurs to Grantor's financial condition,or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity.Lender In good fatih deems Itself Insecure, Right to Cure.it such a failure is curable and if Grantor has not been given a notice of a broach of the same provision of this Mortgage within the pr000ding twelve(12)months,it may be cured(and no Event of Default will have occurred)If Grantor, after Lender senda written notice demanding cure of such failure: (a)oures the(allure within fifteen(16)days;or (b)if the cure requires more than fifteen(16)days,immediately Initiates steps sufficient to cure l a failure and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFALfi.T, 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 taw: Accelerate Indebtedness. Subject to apPpllcable law,Lender shall have the right at Its option without notice to Grantor to declare the entire Indebtedness Immediately due and pays a. UCC Remedies. With respect to all or any part of the Personal Property,Lender shall have all the rights and remedies of a secured party under 1 the Uniform Commercial Code. lsat-Rents7tarrderstlW have-lho-iight,-wifhautrofiee-lo-GrantorTlo-take-possessiorroMhe-Proper(y-and-coiWct-the-Renisrincluding-amounts past 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 tenant or other usor of the Property to make payments of rent or use fees directly to tender, 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 nagollate the some and called the proceeds. Payments by tenants or other users to Lender in Wanes to tendon's demand shalt saffsty 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 lake 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 it receiver shall exist whether or not the apparent value of the Properly exceeds the indebtedness by a 1 substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Poesesolon 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 Lander, to sign an agreement for entering in any competent court an amicable action In ejectment for pomasslon 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 poswelon of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage vedfied by affidavit,shag 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. If Grantor remains In possession of the Property after the Property is sold as provided above or Lander otherwise becomes entitled to possession of the Property upon default of Grantor,Grantor shall become a lonanl at sufferance of Lender or the purchaser of tho 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 i_ander. other Remedies. Lender shall have all other rights and remedies provided In this Mortgage or the Note at available at law or In equity. Sale of the,Property. To the extent permitted by applicable law,Grantor hereby waives any and aa•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 safe 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 shell give Grantor reasonable notice of the time and place of any public solo of the Personal Property or of the time after which any private sate or other Intended disposition of the Personal Property is to be made. Unless otherwise r�agCuIrred by apgl a law,PACE reasonable notice shall mean notice given at least tan(10)days before the lime of the sale or disposition. l"a Waiver;Election of Remedies, A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waterer of or prejudice the pariy's rights otherwise to demand strict compliance with that provision or any ocher provision. Electon by Lander 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 after failure of Grantor to perform shalt not affect Lender's right to declare a default and exercise Its remedies under this Mortgage. 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'fees at trial and on any appeal, Whether or not any court action Is Involved,all a reasonable expenses Incurred by Lender that in Undoes opinion are necessary at any time for the protection of its Interest or the enforcement of ' 41-17-2041 MORTGAGE Page 6 Loan No (Continued) its rights shall become a part of the indebtednsss payable on demand and shall bear Interest from the date of oxpenditure until repaid at the rata provided for In the Note. Expenses covered by this paragraph include,without fimliation,however 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 for bankruptcy proceedings pnoluding efforts to modify or vacate any automatic slay or Injunction),appeals and any anticipated post-judgment collection services,the cost of searching records,obtaining flffo reports(including foreclosure reports),surveyors'reports,and appraisal fees,and title Insurance,to the extent permuted 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 tslefaoslmlle(unless otherwise required by law),and shall be effective when actually delivered,or when deposited with a nationallyy ' recognized overnight courier,or,it malted,shall be deemed effective when deposited In the United States mail first class,oernAod or registered matt, 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 format written notice to the other parties,specifying that the purpose of the notice is to change the party's address, All copies of notices of loreolosure from the holder of any Ilan which has priority over this Mortgage,and notices pursuant 42 Pa.C.SA Section B143,at seq.,shall be sent to Lendoes 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 miscegeneous 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 i matters set forth in ibis Mortgage. No alteration of or amendment to this Mortgage shall be effeotivo unless given In willing and signed by the party or parties sought to be charged or bound by the alteration or amendment. j Annual Reports. 11 the Property Is used for purposes other than Grantors rgsIdance,Grantor shall furnish to Lender,upon request,a cerifeed i statement of not operating income received from the Property during Grantor's previous flscal year in such form and detail as Lender shag require. I "Nst operating Income"shag mean all cash receipts from the Property less ail 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 constmed In accordance with the taws of the Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Mortgage are for convonisnoe purposes orgy and are not to be used to Interpret or define the provisions of this Mortgage Merger. Thore shag be no mergor of the Interest or estate created by this Mortgage with any other interest or estate In the Property at any gms hold by or for the benefit of Lender In any capacgy,without the written consort of tender. i Multiple Parties;Corporate Authority. All obilgaflons of Grantor under this Mortgage shall be joint and several,and all references to Grantor shall mean aaah and every Grantor,This means that each of the persons signing below Is responsible for all obllgaflons In this Mortgage. Saverablitty, if a court of competent junsdiogon finds any provision of this Mortgage to be invalid or unenforceable as to any person or circumstance,such finding shall not render that pprovision Invalid or unenforceable as to Any other persons or circumstances. If feasible,any such offending provision shall be doomed to be modlflad to be within the limits of erforceablilty or validity;however,If the offending provision cannot be to modified,it shall be stricken and all other provislons of this Mortgage In sn other respects shall remain valid and enforceable. Successors and Assigns, Subject to the limitations stated in this Mortgage on transfer of Grantor's interest,this Mortgage shalt be binding upon and Inure to the benefit of the parties,chair heirs,personal representatives,successors and assigns. If ownership of the Property becomes vested In a person other than Grantor,Lender,without notice to Grantor,may deal with Grantors successors with reference to this 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 Coneenis. Lender shall not be deemed to have waived any lights under this Mortgage r under the Related Documents)unless such waiver is In willing and signed by Lender. No delay or emission on the part of Lender in exorei sing any right shag operate as a waiver of such right or any other right. A waiver by any party of a provision of this Mortgage shall not constitute a waiver of or prejudice the partys light otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender,not any course of doanng between Lender and Grantor,shall constitute a waiver of any of London's lights or any of Grantors obligations as to any future transactions. Whenever consent by Lender Is required in this Mortgage,the granting of such consent by Lender in any instanoe shag not consntuts continuing consent to subsequent instances where such consent is required. GRANTOR ACKNOWLEDGES RAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES TO ITS TERMS. THiS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. RXNTO HARI RAM,INC. rM.x,.; rW .,�"rre.•.`°^.,� t�i4c�i....o`^r,�y!l� KANJIBHA R.'_, s; �PATEL,PRESIDENT B v t i x '< A-ii Okznf" ATE.,VICE t T to SECRETARY j ATTEST h (Corporate Seal) Sec et ry or A sent aecretnry Signed,acknowledged and delivered to the presence of: r X witness i I x witness CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgages,ORRSTOWN BANK,heroin Is as foifov: PA.BOX 250,Shippeneoung,PA 17267 i 'AIIan9Y.9r Agent ffX Mala4a49 (i I i ga� sslt ass i t i � y � . . '0 1-17T2001 MORTGAGE page 6 Loan No (Con#tnued) CORPORATE ACKNOWLEDGMENT STATE OP Qe 11119-VQn1*G.. ) }as COUNTY OFX in 1 i j On this,the 1, day of at�uG,r ,20 O� before me. ` L� fY1 t:- Cr-- ,the undersigned Notary Public, personally appeared K NJIBHAI R. PATEL and LAXMIKANT K.PATEI 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 thereln 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 offlclat east. eni iNot P Ilo In and for the State of Gl1rr 1V TnF LASER PRO,neg.US.Fit,&T.M.Ott.,Ver,3.200(0)09noeMr0X20ot An rights reserved.IPA-003 P3.23s 07420GL, NO2,0VLI STACY M.9M NOWY vO �e oa ! Dt►ftel�icwneufo, ,l:;a�u 2 p.{AlfMfk�ifi10l1 Expiry � d o' e i 4 f i I i fI I i i I , DOOK1665 FACC AM { 4 Y EXHIBIT D BUSINESS#1971510 v.1 PROMISSORY NOTE ........... ....... .. ..... ...... . .......... References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item Any item above containing has been omitted due to text length limitations. Borrower: Gurugovind,LLC Lender: ORRSTOWN BANK 1188 Greenfield Drive SEVEN GABLES OFFICE Mechanicsburg,PA 17055 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,PA 17257 Principal Amount: $640,000.00 initial Rate: 6.250% Date of Note- July 8, 2008 Maturity Date: July 8,2019 PROMISE TO PAY. Gurugovind,LLC("Borrower")promises to pay to ORRSTOWN BANK("Lender"),or order, in lawful money of the United States of America, the principal amount of Six Hundred Forty Thousand&00/100 Dollars($640,000.00)or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 12 monthly consecutive interest payments, beginning August 8, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 48 monthly consecutive principal and interest payments in the initial amount of $7,216-11 each, beginning August 8, 2009, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 71 monthly consecutive principal and interest payments in the initial amount of$6,959.15 each,beginning August 8, 2013, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime(currently 5.000%), resulting in an initial interest rate of 5.000%; and one principal and interest payment of$6,959.24 on July 8, 2019,with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 5.000%), resulting In an initial interest rate of 5.000%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change;the actual final payment Will be for all principal and accrued interest not yet paid,together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest;then to principal; than 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. Upon prepayment of this Note,Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five (5) years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00%) prepayment penalty.The assessment percentage shall decrease one percent(1.00%)per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than Is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET,P.O.BOX 250 SHIPPENSBURG,PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT- Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding Interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment Is entered. However,in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. PROMISSORY NOTE x ~ Loan No: 26475$$9002 (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. 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 aft 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 Nate 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, Enota,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 pan of this Note. LINE OF CREDIT. This Note evidences a straight ii no 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 shalt receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Nate. 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 inaccuracyfles)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 guaraiitor 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 00%u1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY,AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENTLEGAL 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: GURUGO LLC Z-S Seal) Z vi eat) 8 - . - . nt K.Pa ffe,Member lot Gurligovind,LLC Navin K.Pa' M16 I mber of Gurugo nd,LLC Seal) Seal) i--11-� -51,; By: By Ma nd)KelPlat6l,Member of Gurugovind,LLC Kanjibitai R.Pafer er ot-(3urugovind.LLC LASER PRO L­%V V­5.40.00,=CW.11rbN Fk�S-3 1"7.20M M ftiou It— PA 1-10MMAD205C M29ID7 m, PROMISSORY NO T-E. ............. ............. ......... ............................................... .............................. mom 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 17056 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,PA 17267 Principal Amount: $5,110,000.00 Initial Rate: 6.250% Date of Note: July 8, 2008 Maturity Date: July 8, 2029 PROMISE TO PAY. Gurugovind. LLC("Borrower") promises to pay to ORRSTOWN BANK ("Lender"). or order, in lawful money of the United States of America, the principal amount of Five Million One Hundred Ten Thousand&001100 Dollars MA 10.000.00) 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%1. 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 6.000%. 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 wriling. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which Is the Wall Street Prime (the'Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the'Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate. Lender, at its option, may do one or more of the following. (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments. and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note,Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five (5)years.the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shall decrease one percent (1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not,unless agreed to by Lender in writing.relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. . Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing. relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", ."without recourse', or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note. and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that Indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late. Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3-000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. if Judgment'is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in OROMISSORY NOTE Loan No: 28475889001 "Y (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 02) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen 05)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 dally 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 accoun(s). . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at.the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG, PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. 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. The obligations under this Note are joint and several. if any portion of this Note is for any reason determined to be unenforceable,it will not affect the enforceability of any other provisions of this Note. CONFESSION OF. JUDGMENT. BORROWER HEREBY IRREVOCABLY .AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT,COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION -TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS..BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: GURUGOVI LLC :s c' n)y 'y r B �Seai •:tS eat i ....... .. . ..... Navin K, tel,I(ember o Gurugovind,LLC rai9flOnt K.Vol,Member f r govind, LLC .:. :ti.. z.y i : ms's Seal t B BY Sea i r ovin ,LLC ,Ma.V�.j��K.Patel Member of�Gurugovfnd,�LLG� Kanjib ai R.Pateh M e of f urug LASER M Ia 4E,VR 5,40.0,0=CWR.ff e d F 4#Sobfu lrrc.1337.2=. AR NjhU A�d. -PA oACAXLPM20.7C 70.20105 PRA I f � 1 �7 i I 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 i FOR RECORDER'S USE ONLY t 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,Aot No. 126 of 1990) Amount Secured Hereby: $840,000.00 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, convoys, 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 orected 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 therounto belonging or snywise mode 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 auainat Borrower an'tr urantor of any one or more em,whether now existing or hereafter arising,whether ra a a 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,end 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,1S 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 waives all rights or defenses arising by reason of any action"or"anti-de ficiency" 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 Lander's commencement or completion of any foreclosure action,either judicially or by exercise of a power of Sala. 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)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 i 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 11) remain In possession and control of the Property; (21 use,operate or manage the Property;and (3) collect the Rents from the Property. � a VIII 1 1 MORTGAGE j (Continued) Page 2 Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements,and maintenance necessary to preserve Its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal, release or threatened release of any Hazardous Substance by any person on,under,about or from the Property; (2) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property,or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender In writing, (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 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 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 { 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 Lender against any and all claims,losses, j liabilities,damages,penalties,and expenses which Lender may directly or Indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal,release or threatened release occurring prior to Grantor's ownership or interest in the Property,whether or not the some was or should have been known to Grantor. The provisions of this section of the Mortgage, Including the obligation to indemnity and defend,shall survive the payment of the Indebtedness and the satisfaction and racenvoyanc,of the lion of this Mortgage and shall not be affected by Lander'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,soli,gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to replace such improvements with Improvements of at least equal value, Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's Interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations,now or hereafter In effect,of all governmental authorkles 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,ordinanca,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 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 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 asonably-necessary-to-protec"nd-preservo-the-Propert . 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 part of the Real 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 ! outright sale,deed,Installment sale contract,land contract,contract for deed,leasehold interest with a term greater jthan 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 or 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 lien on the Property are part of this Mortgage: l Payment. Grantor shall pay when due(and in all events prior to delinquency)sit 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 i maintain the Property free of any Icons having priority over or equal to the interest of Lender under this Mortgage, i except for the Existing Indebtedness referred 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 I dispute over the obligation to pay,so tong as Lender's Interest In the Property is not jeopardized. It a lion arises or Is filed as a result of nonpayment,Grantor shall within fifteen(15)days after the lion arises or,If a Ilan is filed, 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 Lander In an 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 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 1 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 I 1 . J MORTGAGE (Continued) Page 3 Notice of Construction. Grantor shall notify Lender at least fifteen 0 5)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 Ilan,or other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such Improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to Insuring the Property are a part of this Mortgage; 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 maintain comprehensive general liability Insurance in such coverage amounts as Lender may request with Lender being named as additional Insureds In such liability Insurance I policies. Additionally,Grantor shall maintain such other Insurance,Including but not limited to hazard,business I 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 Lander cerdlloatos of coverage from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of j ten(10)days'prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to give such notice. Each Insurance policy also shall Include an endorsement providing that coverage in favor of Lender will not be impaired In any way by any act,omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,If available,within 45 days after notice Is given by Lender that the Property is located In a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the loan,up to the maximum policy limits 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 If Grantor fails to do so within fifteen(16)days of the casualty. Whether or not Lender's security is Impaired,Lender may,at Lender's election,receive and retain the proceeds of any Insurance and apply the proceeds to the reduction of the Indebtedness,payment of any 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. 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 100 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 undo(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 Il 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; 12) 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 date of the policy. Grantor shall,upon request of Lender,have an Independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's Interest In the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents,Including but not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness In good standing as required below, or to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Mortgage or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for Insuring, maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (B) be added to the balance of the Note 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 remedles to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that; (a)Grantor holds good and marketable title of record to the Property In fee simple, free and clear of all liens and encumbrances other than those set forth In the Real Property description or in the Existing Indebtedness section below or In any title Insurance policy,title report,or final title opinion Issued In favor of, and accepted by, Lender In connection with this Mortgage, and lb)Grontor 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 i 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 A f E I MORTGAGE (Continued) Page 4 Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor In this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing in nature,and shall remain In full force and affect 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 Ilan 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 nor accept any future advances under any such security agreement without tho prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings, If any proceeding In condemnation is filed,Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party In such proceeding,but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of Its own choice,and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation, Application of Not Proceeds. If all or any part of the Property to condemned by eminent domain proceedings or by any proceeding or purchase In lieu of condemnation,Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees Incurred by Lender In connection with the condemnation, IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: Current Taxes,Fees and Charges, Upon request by Lender,Grantor shall execute such documents In addition to this Mortgage and take whatever other action Is requested by Lender to perfect and continue Lender's Sian 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: 11) a specific tax upon this type of Mortgago 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 Nots;and 14) 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 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 bond or other security satisfactory to Lender, SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. acurity Interest. Upon request fioy Lender,Grantor shalt take whatever action Is requested by Lender to perfect i 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,file executed counterparts,copies or reproductions of this Mortgage as a financing statement, Grantor shall reimburse Lender for all expenses Incurred In perfecting or continuing this security Interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and i make It available to Lender within three (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 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: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to be filed,recorded,raffled,or rerecorded,as the case may be,at such times and In such offices iand 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 solo 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,whether now owned or hereafter acquired by Grantor. Unless prohibited by low or Lander 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 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 solo opinion, to accomplish the matters referred to In the preceding paragraph. It Is understood that nothing set forth herein shalt 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 (Continued) Page 5 a aIlafaction 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 on Event of Default under this i 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 conditlon contained In this Mortgage or In any of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Borrower or Grantor. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents Is false or misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter, jDefaalive Collaterallzadon, This Mortgage or any of the Related Documents ceases to be in full force and affect (Including failure of any collateral document to create a valid and perfected security Interest or lien)at any time and for any reason. Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, the Insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by Judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any property securing the Indebtedness, This Includes a garnishment of any of Borrower's or Grantor's accounts,Including deposit accounts,with Lender. However,this Event of Default shall not apply If there Is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding and If Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender,In Its sole discretion,as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any installment of principal or any Interest on the Existing Indebtedness Is not made within the time required by the promissory note evidencing such indebtedness,or a default occurs under the instrument securing such Indebtedness and Is not cured during any applicable grace period in such Instrument, or any suit or other actlon Is commenced to foreclose any existing lien on the Property. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein,including without limitation any agreement concerning any Indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. -Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Incompetent,or revokes or disputes the validity of, or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is Impaired. Insecurity. Lender in good faith believes Itself insecure. Right to Cure. If any default,other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve(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 I15)days;or (2) If the cure requires more then fifteen(15)days,immediately Initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. jRIGHTS 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 law: Accelerate Indebtedness. Lender shall have the right at Its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code, Collect Rants. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Properly and collect the Rents, Including amounts past due and unpaid, and apply the net proceeds,over and above Lender's costs, against the Indebtedness. In furtherance of this right,Lender may require any tonant or other user of the Property to make payments of rant or use fees directly to Lender. If the Rents are collected by Lender,then Grantor Irrevocably authorizes Lender to endorse Instruments received In payment thereof In the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either In person, by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,with the power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership,against the Indebtedness, The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure, Lender may obtain a Judicial decree foreclosing Grantor's Interest in all or any part of the Property. I i I — i MORTGAGE (Continued) Page 6 I 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 Ail persons claiming under or through Lender,to sign an agreement for onto'Ing 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. Nonjudlcial Selo. If permitted by applicable law,Lender may foreclose Grantor's Interest In all or In any part of the i Personal Property or the Real Property by non-judicial sale. Deficlanoy 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. 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 shell be free to sell all or any part of the Property together or separately,In one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. 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 low,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 Reel Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,after Grantor's failure to perform,shall not 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'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 data 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 expanses,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. l NOTICES_Unless eihecwfs�provl dad by eppiicablA lawrany aetise required io-be�iven ender ibis Mortgage shell b given in writing, and shall be effective when actually delivered, when actually received by telefacslmlle (unless otherwise required by taw),when deposited with a nationally recognized overnight courier,or,If mailed,when deposited In the United States mail,as first class,certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage and notices pursuant to 42 Pa.C,S.A.Section 8143,et.seq.,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. (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. (e) 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: 11) to enable completion of the Improvements on the Real Property for which the loan secured hereby was originally made;12) to pay taxes, I assessments,maintenance charges and Insurance premiums;(3) for costs Incurred for the protection of the Property or the lien of this Mortgage;(4) on account of expenses Incurred by Lender by reason of a default of Borrower or Grantor hereunder or under the Related Documents or under the Note;and(5) on account of any other costa incurred by Lender i to protect and preserve the Property or the lien of this Mortgage. It is the Intention of the parties hereto that any such I advance made by Lender after any such notice by Grantor shall be secured by the Ilan of this Mortgage on the Property. j 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 effectivo 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 ere for convenience purposes only and are not to be used to Interpret or define the provisions of this Mortgage. i I i I` I A � MORTGAGE (Continued) Page 7 Jain,end Several Liability, All obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor,and all references to Borrower shall mean each and every Borrower. This means that each Grantor signing below Is responsible for all obligations in this Mortgage. Where any one or more of the parties Is a corporation,partnership,limited liability company or similar entity,it is not necessary for Lender to inquire Into the powers of any of the officers,directors,partners,members,or other agents acting or purporting to act on the entity's behalf,and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Mortgage. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given In writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender,nor any course of dealing between Lander and Grantor, shell constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Mortgage,the granting of such consent by Lender In any Instance shall not constitute continuing consent to subsequent Instances where such consent Is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent Jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, Invalid, or unenforceable as to any other circumstance. If feasible,the offending provision shall be considered modified so that It becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, Invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender In any capacity,without the written consent of Lender. 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 shall mean amounts In lawful money of the United States of America. Words and terms used in the singular shall Include the plural,and the plural shall Include the singular,as the context may require. Words and terms not otherwise defined In this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower, The word"Borrower" means Gurugovind, LLC and Includes all co-signers and co-makers signing the Note and 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.I"CERCLA"l,the Superfund Amendments and Reauthorization Act of 1986,Pub.L. No,99.499 f"SARA"l,the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 6901,at seq.,or other applicable state or federal laws,rules, or regulations adopted pursuant thereto. j Event of Default. The words"Event of Default"mean any of the events of default sat forth In this Mortgage in the events of default section of this Mortgage. x s rng indebtedness. I he words existing n e to ness mean the Indebtedness described in the txlsting Lions 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, j 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 i 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 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-Collaterallzation 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 doted 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. i I I I MORTGAGE (Continued) Page 8 Personal Property. The words"Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for,any of such property; and together with all proceeds (Including without limitation all Insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Personal Property. Real Property. The words"Real Property"mean the real property,Interests and rights,as further described In this Mortgage, Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan IJ 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 I other benefits derived from the Property. i GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES j 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. I I GRANTOR: HART RAM INC.p { �' Kanjibhal R Patol,Vrosident of Hari-Re In ke l Vice Pre Idont 61 Ha?T-Rom,Inc ATTEST: e, 1 � � (Corporate Seel) cr t dry of#Vssistant Sectatery 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 O BOX 260,SHIPPENSBURG,PA 17267�{ ot 14"""" Attorney or Agent for Mortgagee CORPORATE ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I )SS I COUNTY OF -Y 40 P 1-4 1 N I ! On this,the $rti day of 'JO\x ,20 O� ,before me /�1 rCb the undersigned Notary Public,personally appeared Kanjibhal R.Patel,President of Hari-Ram,Inc,and LaxmikantK.Patel,Vies 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 Harl-Rem.Inc.,being authorized to do so,executed the foregoing Instrument for the purposes therein contained by signing the name of the corporation by themselves as President of Harl-Ram,Inc.and K Vice President of Hari-Ram,Inc.. - In witness whereof,I hereunto set my hand and ojficial/seal. /• ' _ COMMONWEALTH OF PENNSYLVANIA 1 i NOTARIAL SEAL Notary Public In and for the State of Ne _ U f j MICHELLE ELLIOTT NOTARY PUBLIC DERRY TOWNSHIP DAUPHIN COUNTY MY COMMISSION EXPIRES JUNE 9 2Dt1 LASER PRO Lending,Ver.6.40.00.003 Copr.Harland Financial Solutions,Inc. 1997,2008. All Rights Reserved. PA c:\CFI\LPL\GO3.FC TR-20107 PR-1 I I I 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. I I i I i I i I �I ROBERT P.ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE,PA 17013 717-240-6370 ............. lostrument Number-200823387 Recorded On 7/9/2008 At 3:25:39 PM Total Pages-10 *Instrument Type-MORTGAGE Invoice Number-24785 User 11)-RAK *Mortgagor-IIARI-RAM INC *Mortgagee-ORRSTOWN BANK *Customer-JAMES ET AL FEES STATE WRIT TAX $0.50 Certification Page STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES - $21.50 RECORDER OF DEEDS AFFORDABLE HOUSING $11.50 This page is now part COUNTY ARCHIVES FEE $2.00 of this legal document. ROD ARCHIVES FEE $3.00 TOTAL PAID $48.50 I Certify this to be recorded in Cumberland County PA CLI RECORDER O f D GDS Information denoted byanasterisk may change during the verification process and may not be reflected on this page. OOOWD II Ilillllllllll III IIIII i 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 I j FOR RECORDER'S USE ONLY 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 1990) 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 17055 (referred to below as "Grantor") and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 260, 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, hereditamonts,and appurtenances thereunto belonging or anywise made appurtenant hereafter,and the reversions and remainders with respect thereto;all water,water rights,watercourses and ditch rights(Including stock In utilities with ditch or Irrigation rights); and all other rights, royalties, and profits relatfn to the real property, Including without limitation all minerals,oil,gas,geothermal and similar matters, (the "Real roperty") 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 any one or more of them,as well as all claims by Lender against orrower an rantor or any one or more o them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or Indirect, determined or undetermined,absolute or contingent,liquidated or unliquldated, whether Borrower or Grantor may be f liable Individually or Jointly with others,whether obligated as guarontor,surety,accommodation party or otherwise,and I whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right,title,and Interest in and to all present and future losses of the Property and all Rents 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: I 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 or completion of any foreclosure action,either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that; la) 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)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 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 (i) remain In possession and control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property. i MORTGAGE (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: (i) During the period of Grantor's ownarshlp of the Properly,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 (c) any actual or threatened litigotlon or claims of any kind by any person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous Substance on,under,about or from the Property;and (b) any such activity shall be conducted In compliance with 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 Properly with this section of the Mortgage, Any Inspections or tests made by Lender shall be for Lender's l 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 heroin are based on Grantor's duo diligence In j 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 Lender against any and all claims,losses, j liabilities,damages,penalties,and expenses which Lender may directly or Indirectly sustain or suffer resulting from a breech of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal,release or threatened release occurring prior to Grantor's ownership or Interest in the Property,whether or not the same 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 Ilan 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 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 Ara reasonably necessary to protect and preserve the Property. DUE ON SALE.CONSENT BY LENDER. Lender may,at Lender's option,declare Immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Properly,or any Interest In the Real Property. A"sale or transfer"means the conveyance of Real Property or any right, title or Interest In the Real Property;whether legal,beneficial or equitable;whether voluntary or Involuntary;whether by outright solo,deed,installment sale contract,lend contract,contract for deed,loosohold Interest with a terns greater than three 13)years,lossa•option contract,or by sole,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 i Grantor Is a corporation,partnership or limited liability company,transfer also Includes any change In ownership of more than twonry•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 exercise is prohibited by federal law or by Pennsylvonio law. TAXES AND LIENS. The following provisions relating to the taxes and lions on the Properly are part of this Mortgage: Payment. Grantor shall pay when duo(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 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 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(15)days after the lien arises or,If a lion Is filed, within fifteen(16)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 Ilan plus any costs and reasonable attorneys'foes,or other charges that could accrue as a result of a foreclosure or sale under the lion. 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 on additional obligoa 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 I I r i I I MORTGAGE (Continued) Page 3 Notice of Construction. Grantor shall notify Lender at least fifteen(16)days before any work Is commenced,any services am furnished,or any materials are supplied to the Property,If any mechanic's Ilan,materiaimen'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 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 wlth a standard mortgages clause In favor of Lender. Grantor shall also procure and maintain comprehensive general liability Insurance In such coverage amounts as Lender may request with Lender being named as additional Insureds In such liability Insurance policies. Additionally,Grantor shall maintain such other Insurance,Including but not limited to hazard, business Interruption and boiler Insurance as Lander may require. Policies shall be written by such Insurance companies and In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to give such notice. Each Insurance policy also shall Include an endorsement providing that coverage in favor of j Lender will not be impaired In any way by any act,omission or default of Grantor or any other person. Should the I Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a i 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 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 loss or damage to the Property. Lender may i make proof of loss If Grantor fails to do so within fifteen(15)days of the casualty. Whether or not Lender's security is impaired,Lender may,at Lender's election,receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure,pay or reimburse Grantor from.the proceeds for the reasonable cost of repair or restoration If Grantor Is not in default under title 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,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. 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 diseherga 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, hens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lender's option,will (A) be payable on demand; (8) 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 I 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 Properly are a part of this i Mortgage: Title. Grantor warrants that: (a)Granter holds good and marketable title of record to the Property In fee simple, free and clear of all Mans 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, Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property compiles with all existing applicable laws,ordinances,and regulations of governmental authorities. i I I MORTGAGE (Continued) Page 4 i I 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 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 Lion. The lion of this Mortgage securing the Indebtedness may be secondary and Inferior to an existing lien. Grantor expressly covenants and agrees to pay,or see to the payment of,the Existing Indebtedness end 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 Lander. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: j Proceedings. If any proceeding in condemnation Is flied, Grantor shall promptly notify Lander 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 iany proceeding or purchase In Ileu of condemnation,Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' 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 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 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 Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security ` agreement are a part of this Mortgage: Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures,and Lender shall have all of the rights of a secured party under the Uniform Commercial Code I as amended from time to time, i ecurity Interest. Upon request by Lender,Grantor shall take whatever action Is requested by Lander to perfect and continua Lender's security Interest in the Rents and Personal Property. In addition to recording this Mortgage In the real property records,Lender may,at any time and without further authorization from Grantor,file executed counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses Incurred In perfecting or continuing this security Interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not oflixed 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 few. 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 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 flied,recorded,refiled,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 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 I paragraph. Additional Authorizations. If Grantor falls 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 5 satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security Interest In the Rents and the Personal Property, Grantor will pay,If permitted by applicable law,any reasonable termination fee as determined by Lender from time to time, EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Borrower falls to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any 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, jFalse 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 Collatoralization. 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 ifor any reason. Insolvenoy. The dissolution or termination of Borrower's or Grantor's existence as a going business, the insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by Judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any property securing the Indebtedness. This Includes a garnishment of any of Borrower's or Grantor's accounts,Including deposit accounts,with Lender. However,this Event of Default shall not apply if there Is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender,In Its sole discretion,as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any Installment of principal or any Interest on the Existing Indebtedness Is not made within the time required by the promissory note evidencing such Indebtedness,or a default occurs under the Instrument securing such Indebtedness and Is not cured during any applicable grace period In such Instrument, or any suit or other action is commenced to foreclose any existing lien on the Property. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or Grantor and Lender that Is not remedied within any grace period provided therein,including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the Prospect of payment or performance of the Indebtedness Is Impaired. Insecurity. Lender In good faith believes Itself Insecure. Right to Cure. If any default,other than a default in payment Is curable and If Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve(12) months,It may be cured If Grantor,after receiving written notice from Lander demanding cure of such default: (1) cures the default within fifteen 06)days;or 12) if the cure requires more than fifteen(16)days,immediately Initiates steps which Lander deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lander, at Lender's option,may exercise any one or more of the following rights and remedies,In addition to any other rights or remedies provided by law: -Accelerate Indebtedness, Lender shall have the right at Its option, after giving such notices as required by applicable law,to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall 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,Lender may require any tenant or ! other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender,then Grantor irrevocably authorizes Lender to endorse Instruments received In payment thereof In the name ! of Grantor and to negotiate the 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 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. 1 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. Nonjudelaf 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 stall 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. f Other Remedies. Lender shall have all other rights and remedies provided In this Mortgage or the Note or available at law or In equity. Sate of the Property. To the extent permitted by applicable low,Borrower and Grantor hereby waive any and all right to have the Property marshalled. In exorcising Its rights and remedies,Lender shall be free to sell all or any fi! port of the Property together or separately,In one sale or by separate sates, Lender shall be entitled to bid at any public sale on an of any portion of the Property. Notice of Salo. Lender shall give Grantor reasonable notice of the time and place of any public$ale of the Personal Properly or of the time alter which any private sale or other intended disposition of the Personal Property Is to be made, Unless otherwise required by applicable low,reasonable notice shall mean notice given at least ton(10) days before the time of the sale or disposition, Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,after Grantor's failure to perform,shall not effect Lender's right to declare a default and exercise its remedies, Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default,or In any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor 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'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 of 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 low. NOTICES. Unless otherwise provided by applicable law,any notice required to be gIvan,under this Mortr,agasball-b given in writing, and shall be effective when actually delivered, when actually received by telefacslmlla tunics otherwise required by low),when deposited with a nationally recognized overnight counter,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 format written notice to the other parties,specifying that the purpose of the notice Is to change the party's l address, For notice purposes,Grantor agrees to keep Lender Informed at all times of Grantor's current address. Unless otherwise provided by applicable law,R there Is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. r ADVANCE MONEY MORTGAGE. (A) This Mortgage secures future advances made pursuant to the Note or Related f 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 j for the benefit of Grantor,such a notice shag be ineffective as to any future advances made: 41) 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 hereunder or under the Rotated Documents or under the Note;and t8) on account of any other costs incurred by Lender i to protect and preserve the Property or the lien of this Mortgage, It Is the Intention of the parties hereto that any such advance made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments, This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage, No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports, If the Property is used for purposes other then 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. "Not operating Income"shalt 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. f A f MORTGAGE (Continued) Page 7 Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be Joint and several, and all references to Grantor shall mean each and every Grantor,and all(eferencos to Borrower shall moan each and every Borrower. This means that each Grantor signing below Is responsible for all obligations in this Mortgage. Whore 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 Lander. Lender shall not be doomed 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 Lander Is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent Is required and In all cases such consent may be granted or withhold in the solo discretion of Lender, Sovorability. It a court of competent jurisdiction finds any provision of this Mortgage to be Illegal, Invalid, or unenforceable as to any circumstance, that finding shag not make the offending provision Illegal, Invalid, or unenforceable as to any other circumstance. If feasible,the offending provision shall be considered modified so i 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 unonforcoability 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 hold by or for the benefit of Lender In any capacity,without the written consent of Lender. Successor interests. The terms of this Mortgage shell be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shell be enforceable by Lender and Its successors and assigns. Time is of the Essence. Time is of the essence In the performance of this Mortgage. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Mortgage, Unless specifically stated to the contrary,all references to dollar amounts shall moan amounts In lawful money of the United States of America. Words and terms used In the singular shall Include the plural,and the plural shall Include the singular,as the context may require. Words and terms not otherwise defined In this Mortgage shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word"Borrower" means Gurugovind,LLC and Includes all co-signers and co-makers signing the Note and 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' moan 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"),the Superfund Amendments and Reauthorization Act of 1986,Pub.L. No.99.499 t"SARA"),the Hazardous Materials Transportation Act,49 U.S,C.Section 1801,at seq.,the Resource Conservation and Recovery Act,42 U.S.C.Section 6901,at seq„or other applicable state or federal laws,rules, or regulations adopted pursuant thereto, Event of Default. The words"Event of Default"mean any of the events of default 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 Harl-Rom,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 I 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 vary 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 byproducts 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 liens and security Interests created pursuant to this Mortgage covering the indebtedness which may be.created In the future shall rollout back to the data of this Mortgage. Specifically,without limitation,indebtedness Includes all amounts that may be indirectly secured by the Cross-Collatorsiizatlon provision of this Mortgage. Lander. The word"Lander"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, j 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. I f i I I 1 f MORTGAGE (Continued) Page 8 Personal Property. The words"Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions,parts,and additions to,all replacements of,and all substitutions for,any of such property; and together with all proceeds lincluding without limitation all insurance proceeds and refunds of j premiums)from any sale or other disposition of the Property. EProperty. 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 t deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed In connection with the Indebtedness, Rants. The word"Runts"means all present and future rants,revenues,Income,Issues,royalties,profits,and other benefits derived from the Property. r 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. ( GRANTORr HARI-RAM,INC, BY r x<> r }Seal} Kan(lbhai R Patel,Pre ' nt of Hari Ram,Inc By, `' ;Seat) x ili n .P eI, ice Pre*dont t5f Hari-Ram,Inc. ATTEST: J ' -- r Y t � ��5�� % f l f Corporate Seal 7 ar or A sistant Sacrat CERTIFICATE OF RESIDENCE i hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein Is as follows: 1 SEVEN GABLES OFFICE,77 EAST KING STREET,P O BOX 250,SHIPPENSBURG,PA 17257 Attorney or Aganortgagee I 1 CORPORATE ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA } i }SS j COUNTY OF Pj On this,t �� day of 7t t� 20 0� ,before me _l��rL/I r'//P !7/2 � ,the undersigned Notary Public,personally appeared KanJibhai R.Patel,Prasldont of Hari-Rom,I c.and Lexmikant K.Patel,Vice President of Harl-Rem,Inc.,who acknowledged themselves to be the President of Hart-Ram,Inc.and Vice President of Hari-Ram,Inc.,of a corporation,and that they as such President of Had-Ram,Inc.and Vice President of Hart-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 Horl•Ram,Inc.and Vice President of Hari-Ram,Inc.. In witness whereof,I herounto sot my hand and offletial seal. f •rr r•r - COMMONWEALTH OF PENNSYLVANIA =TOWNSH SEAL r x: { .. NOTARY PUBLICN tery Public In and for the State of Y ^i '€ . ..¢ AUPHIN COUNTY "-mss I',°:• IRES JUNE 0 2011 ^' : LASER PRO land ing,Ver.5.40, 0.003 Copr.Harland Financial Solutions,Inc.1997,2009, All Flights Reserved. - PA c:lCF15LPL1G03.FC TR-20105 PRA t I I ( i I I J EXHIBIT"A"—LEGAL DESCRIPTION OPEN-MORTGAGE AND SECURITY AGREEMENT FROM HARI-RAM,INC., TO ORRSTOWN BANK DATED JULY 8,2008 I I 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 Conodoguinct 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 313 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. I I i i i ---------- I ROBERT P.ZIEGLER RECORDER OF DEEDS i CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE,PA 17013 4 j 717-240-6370 Instrument Number-200823383 Recorded On 7/9/2008 At 3:25:35 PM *Total Pages-10 *Instrument Type-MORTGAGE Invoice Number-24785 User ID-RAK 1 *Mortgagor-HARI-RAM INC *Mortgagee-ORRSTOWN BANK *Customer-JAMES FT 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 0p 9 a RECORDER O D EDS 1760 *-Information denoted by an asterisk may change during the verification process and cony not be reflected on this page. 000vx9 Ill IIIIIIilllil l Iillil l l l i i i i 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 Tel. (215) 564-8000 Attorneys for Plaintiff, Magnolia Fax (215) 564-8120 Portfolio, LLC 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. HARI RAM, INC. NO. 1188 Greenfield Drive Mechanicsburg, PA 17055 Defendant. JUDGMENT BY CONFESSION AND NOW, this Tday of V" ' 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, Hari Ram, Inc., 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 unde e No PROTH NO , BUSINESS#1971510 v.1 • av STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santainour(ID No.41720) Steven J. White,Esquire(ID No. 206442) 2600 One Commerce Square Philadelphia,PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax(215)564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 Newport Beach, CA 92660 CIVIL ACTION Plaintiff, TERM V. NO. HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg,PA 17055 Defendant. AFFIDAVIT OF ADDRESS AND NON-MILITARY SERVICE I, Brian Sosner, being first duly sworn according to law, depose and say: 1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ('Magnolia'). 2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned all of its right, title and interest in the Loan Documents(as defined in the Complaint)to Magnolia. 3. I am authorized to make.this Affidavit of Address and Non-Military Service on behalf of Magnolia. 4. The last known address of the Defendant,Hari Ram, Inc.,is 1188 Greenfield Drive, Mechanicsburg, PA 17055. 5. The Defendant is not an individual, and therefore, the Defendant is not subject to the provisions of the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto. BUSINESS#1971510 v.I 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 SUBSCRIB�FD BEFORE ME THIS 91 DAY NOVEMBER, 2013 �. llvo�a Notar,f Public AN M.MCDOAALD, NOTARY PUBLIC STATE OF MARYLAND MY Commission Expires March 30,2014 -2- BUSINESS# 1971510 v.l r 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, TERM V. NO. HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg, PA 17055 Defendant. AFFIDAVIT OF NON-RETAIL SALES CONTRACT AND NON-CONSUMER CREDIT TRANSACTION I, Brian Sosner,being first duly sworn according to law, depose and say: I. I am an Asset Manager of Saba] 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 Docurnents(as defined in the Complaint)to Magnolia. 3. 1 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 4 1971510 v.1 5. The Defendant, Hari Ram, Inc. (the"Defendant"), is in default of its obligations under the Note, as more fully set forth in the Complaint. 6. By reason of the Defendant's default under the Note, as of November 8, 2013, there was due and owing to the Bank the amount of$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 Note) 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 Note. 7. The allegations in the Complaint are true and co e t to the best of my knowledge, information and belief. Bean Sosner, Asset Manager of Saba]Financial Group, LP, servicer for Plaintiff,Magnolia Portfolio, LLC SWORN AND SUBSCRIBE BEFO ME THIS DA NOVE B R, 20 6�//� l/l /2r Notary alic BRYAN M.MCDONALD NOTARY PUBLIC STATE OF MARYLAND My Commission Expires March 30,2014 BUSINESS#1971510 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 Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax(215) 564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 Newport Beach, CA 92660 CIVIL ACTION Plaintiff, TERM V. NO. HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg,PA 17055 Defendant. AFFIDAVIT OF DEFAULT AND ASSESSMENT OF DAMAGES AND VERIFICATION OF ALLEGATIONS IN COMPLAINT 1, Brian Sosner,being first duly sworn according to law, depose and say: 1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff, Magnolia Portfolio,LLC, successor by assignment to Orrstown Bank ("Magnolia"). 2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned all of its right,title and interest in the Loan Documents(as defined in the Complaint)to Magnolia. 3. I am authorized to make this Affidavit of 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 4 1971510 v.I 5. The Note,pursuant to which Magnolia seeks to confess judgment against the Defendant, is not a retail sales contract or a retail installment contract. 6. Additionally,the judgment herein is not being entered by confession against any natural person in connection with a consumer credit transacti n. Brian Sosner, Asset Manager of Sabal Financial Group, LP, servicer for Plaintiff, Magnolia Portfolio, LLC SWORN ND SUBSCRIBED BEFO E THIS A Z�Sw D F NOVE f�ER 3 v��'f• Notary ublic BRYAN M.MCDON NOTARY PUBLIC STATE OF MARYLAND MY Commission Expires March 30,2014 - 2 - BUSINESS#1971510 v.I 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 ner, Asset Manager of Sabal Financial Group, LP, servicer for Plaintiff, Magnolia Portfolio, LLC Dated:November ,2013 BUSINESS#1971510 v.I STRADLEY RONON STEVENS &YOUNG, LLP Gretchen M. Santamour(ID No. 41720) Steven J.White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia,PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215)564-8120 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 Newport Beach, CA 92660 CIVIL ACTION Plaintiff, TERM V. )NO. HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg, PA 17055 Defendant. 236 NOTICE TO: HARI RAM, INC. 1188 Greenfield Drive Mechanicsburg, PA 17055 Notice is hereby given that a judgment by confession in the above-captioned matter has been entered against you. PROTA4Nft 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# 1971510 v.I 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 -41 as Assignee of Orrstown Bank ▪ COURT OF COMMON PLEig 4675 Macarthur Court, Suite 1550 • 4 Newport Beach, CA 92660 CIVIL ACTION c�'� sf ) Plaintiff, v. • © ti . •• NO. 13-7047 HARI RAM, INC. • '- 1188 Greenfield Drive • Mechanicsburg, PA 17055 • Defendant. • MOTION OF PLAINTIFF, MAGNOLIA PORTFOLIO,LLC,FOR THE APPOINTMENT OF RECEIVER Pursuant to Pennsylvania Rule of Civil Procedure 1533(a), Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank( "Lender"), moves the Court for an Order appointing a receiver to control, operate, and sell certain property owned by the Defendant, Hari Ram, Inc. (the "Borrower"). The factual and legal grounds for this Motion are set forth in the accompanying Memorandum of Law, which is being filed contemporaneously herewith and which is incorporated herein as if set forth in full. In addition thereto,the Lender hereby avers as follows: BACKGROUND I. The Had Ram Loan 1. On or about January 17, 2001, the Lender extended a business Loan to the Borrower in the principal amount of$2,669,000.00 (the "Loan"). The terms of the Loan are evidenced by that certain Promissory Note dated January 17, 2001, in the original principal amount of$2,669,000.00, executed by the Borrower in favor of the Lender(the "Note"). A true # 1985353 v. 1 and correct copy of the Note is attached hereto as Exhibit A and incorporated by reference herein. 2. In order to secure its obligations to the Lender under the Note, the Borrower executed that certain Open-End Construction Mortgage Agreement(the "Hari Ram Mortgage") and that certain Assignment of Rents, each dated January 17, 2001. The Mortgage and the Assignment encumber the real property commonly known as 350 Bent Creek Boulevard, Mechanicsburg, PA 17050 (the "Mortgaged Premises") and additional property of the Borrower located thereupon(the "Additional Collateral"), as more thoroughly described in each document. The Mortgaged Premises is a hotel more commonly known as the Ramada Limited Mechanicsburg/Harrisburg West. 3. The Mortgage and the Assignment were both recorded with the Cumberland County Recorder of Deeds on January 22,2001 at Book 1665,Page 111 and Book 664 Page 909 respectively. True and correct copies of the Mortgage and the Assignment are attached hereto as Exhibit B and Exhibit C respectively, and each is incorporated by reference herein. II. The Gurugovind Loans 4. 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 the Lender. 5. Gurugovind's obligations to Lender 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 Borrower, 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 Borrower in favor of the Lender, and recorded with the 2 #1985353 v. 1 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"). 6. True and correct copies of the 2008 Mortgages and the Gurugovind Notes are attached hereto as Exhibit D and incorporated by reference herein. The Note,the Hari Ram Mortgage,the 2008 Mortgages, and all other documents evidencing or collateral to the Loan are referred to herein as the "Loan Documents." On or about December 20, 2012, and February 12, 2013, Orrstown Bank assigned all of its right,title and interest in the Loan Documents to the Lender. True and correct copies of the assignment agreements are attached hereto as Exhibit E and incorporated herein by reference. 7. Gurugovind is in default of its obligations under the Gurugovind Notes by virtue of, among other things, its failure to make payment when due of amounts payable to Magnolia under the Gurugovind Notes (the"Gurugovind Defaults"). 8. As a result of the Gurugovind Defaults, Borrower is in Default of its obligations to Magnolia under the 2008 Mortgages. See Ex. D at 5. 9. The Note provides that, in the event 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 [Borrower] has with Lender," Borrower shall be in default of the Note as well. See Ex. A at 1. Accordingly, as a result of Borrower's default under the 2008 Mortgages, Borrower is in default of its obligations under the Note. 10. As a result of the defaults, on November 27, 2013,the Lender filed a complaint in confession of judgment against the Borrower, commencing the instant matter. 11. At the time the Lender entered judgment against the Borrower on November 27, 2013,the Borrower was indebted to the Lender in the following amounts, pursuant to the terms of the Loan Documents: 3 #1985353 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 Note) TOTAL $ 1,586,346.95 Pursuant to the Loan Documents,the Lender is also entitled to interest from and after November 8, 2013, at the per diem rate of$419.64, and all additional costs of suit and collection costs, including,without limitation, attorneys' fees, as authorized under the Note. 12. Upon information and belief, a judge of the Cumberland County Court of Common Pleas has not ruled upon any other issue in this matter, or any related matter. 13. For the reasons set forth below, the Lender requests the appointment of a receiver to operate, manage and ultimately sell the Mortgaged Premises. RIGHT TO A RECEIVER 14. The Lender has the contractual right to the appointment of a Receiver upon the occurrence of an Event of Default under the Loan Documents. 15. The Mortgage and the Assignment clearly grant the Lender the right to appoint a Receiver upon the occurrence of an Event of Default, providing as follows: [U]pon the occurrence of an Event of Default,] Lender shall have the right to have a receiver appointed to take possession of all or any part of the [Mortgaged Premises], with the power to protect and preserve the [Mortgaged Premises], to operate the [Mortgaged Premises] preceding foreclosure or sale, and to collect the Rents from the [Mortgaged Premises] and apply the proceeds, over and above the cost of the receivership, against the Indebtedness.1 The receiver may serve without bond if permitted by law. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the [Mortgaged Premises] exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as receiver. 1"Indebtedness"is defined in both the Mortgage and the Assignment as"all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Lender to enforce obligations of Grantor under the[instrument],together with interest on such amounts as provided in this [instrument.]. The liens and security interests created pursuant to this[instrument]covering the Indebtedness which may be created in the future shall relate back to the date of this [instrument]." (See Ex.B at 1;Ex. C.at 1). 4 # 1985353 v. 1 (See Ex. B at 4; Ex. C. at 3). 16. Where a Mortgage provides for the appointment of a receiver in the event of a default,the Court should honor the parties' agreement, including that portion of the parties' agreement which provides for the appointment of a receiver. Metropolitan Life Ins. Co. v. Liberty Ctr. Venture, 437 Pa. Super. 544, 650 A.2d 887 (1994). 17. Therefore, in accordance with Pennsylvania law and the express terms of the Mortgage and the Assignment,the Lender is entitled to the appointment of a receiver. NECESSITY OF APPOINTING A RECEIVER 18. The Lender herein seeks to obtain an order of this Court, confirming its rights under, among other things,the Loan Documents, to appoint a receiver to take possession of, manage, lease,market, and sell the Mortgaged Premises and the Additional Collateral contained therein and to otherwise exercise its rights under the Loan Documents until the Receivership is terminated by an order of this Court. 19. The Borrower and Gurugovind are closely related entities under common control with one another. Gurgovind operates the Microtel, another hotel in Mechanicsburg, Pennsylvania, and has been unable to honor its financial obligations to the Lender. Gurugovind's inability to generate revenue to satisfy its loan obligations to the Lender is a strong indicator that the Borrower, who is owned and operated by the same individuals, cannot effectively and profitably manage the Mortgaged Premises, and that the Mortgaged Premises and Additional Collateral contained therein is at constant risk of diminution in value. 20. Additionally, despite multiple requests from the Lender,the Borrower has been unable to provide the Lender with a standard hospitality financial statement for the Mortgaged Premises containing the following information, as required by the Note (See Ex. A at 2): a. Account revenue and expense detail; b. A detailed accounts payable and receivable aging schedule; c. Bank reconciliations for the accounts related to the Mortgaged Premises; d. Detailed balance sheets; e. A daily reconciliation of cash and credit card receipts; f. A detailed payroll roster; 5 #1985353 v.1 g. A statement detailing the payment of room and occupancy taxes; h. Details regarding the management of the Borrower's relationship with any third party sites such as Expedia, Hotels.com, and Travelocity; i. Schedules and budgets for capital expenditures and replacement reserves; and j. Details regarding any vendor, security and franchise controls in place with respect to the Mortgaged Premises. The Borrower's failure to provide this information, which is commonly maintained and produced by lodging facilities, constitutes a separate event of default under the Loan Documents, and further indicates that the Borrower lacks the requisite sophistication to properly manage the Mortgaged Premises. 21. Upon information and belief,the Borrower has allowed numerous deferred maintenance issues to accrue with respect to the Mortgaged Premises, and is not maintaining and refurbishing the Mortgaged Premises in such a fashion as to maximize its value. Upon information and belief,the Borrower needs to implement a capital program to repair and replace, among other things,the Mortgaged Premises' carpeting,bedding, and common areas. 22. The Lender, as a secured creditor, presently holds a legal right in the Mortgaged Premises and the Additional Collateral that will be further damaged in the absence of the appointment of a receiver. 23. Irreparable injury will result to the Lender,the Mortgaged Premises and the Additional Collateral in the absence of the appointment of a receiver, as the Borrower has continually failed to make any payments under the Loan Documents as and when due and owing, is failing to maintain and upkeep the Mortgaged Premises, and has failed to provide the Lender with accurate and up-to-date information regarding the Mortgaged Premises. PROPOSED ENGAGEMENT OF A RECEIVER 24. Lender proposes that Montclair Hotel Investors, Inc., be appointed as the receiver ("the "Receiver") for the Mortgaged Premises for a period commencing on the date of an Order of this Court appointing a receiver and ending upon termination of such appointment by Order of this Court. The Receiver is particularly well-suited to serve as such, as it is an experienced hotel management company with significant experience managing and investing in hotels such as the 6 #1985353 v.1 Mortgaged Premises. Documents evidencing the qualifications of the Receiver are attached hereto as Exhibit F. 25. The Receiver shall be paid in accordance with a standard management agreement for hotels such as the Mortgaged Premises with the Lender. In addition to other customary terms,the management agreement shall provide that the Receiver will be paid a monthly amount equal to four per cent of the collected room revenue from the Mortgaged Premises,plus a monthly accounting fee of$1,000.00. Notwithstanding the forgoing, in no event shall the Receiver be entitled to collect more than $4,000.00 per month for its services. 26. The Receiver shall serve without bond,provided that the Receiver will well and truly perform its duties and shall account for all of the monies and properties which come into his hands and shall abide by and perform all of the things which it shall be required to do pursuant to the Order of Court approving his appointment. 27. The Receiver shall be appointed for the benefit and protection of the rights and interests of the Lender. 28. The Receiver shall have all necessary powers to manage and sell the Mortgaged Premises and the Additional Collateral contained therein, including without limitation, the following powers (collectively, "Management"): a. all necessary powers to manage, operate, lease, market, and sell the Mortgaged Premises and the Additional Collateral contained therein; b. after consultation with and prior written approval of the Lender,to take possession of the Mortgaged Premises,the Additional Collateral contained therein, and all personalty related to the management or operation of the Mortgaged Premises, including without limitation, all related books, records, bank accounts, keys, combinations for locks, and other access information; c. after consultation with and prior written approval of the Lender, to employ such counsel, accountants, real estate brokers, or other professionals, contractors, and support personnel and other persons as may be necessary in order to carry out his/her/its duties as the receiver; d. after consultation with and prior written approval of the Lender, to commence,prosecute (in its own name or in the name of the Borrower) or 7 # 1985353 v. 1 defend such actions at law or in equity that it deems necessary to fulfill its duties; e. after consultation with and prior written approval of the Lender, to pay, settle, or compromise all existing bills and claims which are or may be liens against the Mortgaged Premises, or may be necessary or desirable for the sale or operation of the Mortgaged Premises and the Additional Collateral from the income and rents or from the sale proceeds of the Mortgaged Premises which are available after the Lender has been paid in full or which the Lender consents to in writing; f. after consultation with and prior written approval of the Lender, to terminate or abrogate any or all agreements, contracts, understandings or commitments entered into by Borrower with respect to the Mortgaged Premises, to the extent permitted by applicable law, and to make such additional agreements and contracts necessary for the operation and preservation of the Mortgaged Premises; g. after consultation with and prior written approval of the Lender, to open new accounts with, or negotiate, compromise or otherwise resolve the Borrower's existing obligations to utility companies or other service providers to the Borrower and, subject to the prior written consent of the Lender, to otherwise enter into such agreements, contracts or understandings with such utility companies or other service providers or suppliers as are necessary to maintain,preserve and protect the Mortgaged Premises; h. after consultation with and prior written approval of the Lender,to make, enforce, modify or accept a surrender of any of the leases for the Mortgaged Premises; obtain and evict tenants or licensees; fix or modify rents; bring or defend any suits in connection with the leases or rents in its own name or in the name of Borrower, sue for or otherwise collect and receive all rents, including those past due and unpaid; 8 # 1985353 v. 1 i. subject to the availability of income and rents from the Mortgaged Premises and the Lender's prior written consent, to make any alterations, renovations,repairs or replacements to the Mortgaged Premises that it deems necessary or desirable for the successful operation, marketing, lease,management and sale of the Mortgaged Premises; j. after consultation with and prior written approval of the Lender, to execute any and all documents as may be required to list the Mortgaged Premises for sale and thereafter sell and transfer title to the Mortgaged Premises for an amount that it and the Lender deem advisable without further Order of this Court; k. after consultation with and prior written approval of the Lender, to keep the Mortgaged Premises and the Additional Collateral contained therein insured(whether by existing insurance coverage or new coverage), each of which insurance shall name the receiver and the Lender as additional insureds thereunder and shall comply, at a minimum, with the terms of the Loan Documents; and 1. if the written approval of the Lender cannot be obtained, upon prior written notice to the Lender,to apply to this Court for further discretion and for such further powers as may be necessary to enable the Receiver to fulfill its duties. 29. The Receiver shall keep a true and accurate account of any and all receipts and expenditures and shall, so often as the Court directs, file with the Court an inventory and account, under oath, of any additional property or effects which it has discovered which shall have come into its possession after its appointment, stating the balance due to it at the time of rendering of its last account and the receipts and expenditures since that time. 30. All rents, issues,profits,revenues, income or other payments which are now or hereafter become due with respect to all or any portion of the Mortgaged Premises whether pursuant to oral or written agreements shall be remitted directly to the Receiver. The Receiver may use the rents and other revenue to pay legitimate and reasonable expenses associated with the Mortgaged Premises, including sums owed to the Receiver for its fee and the reimbursement 9 # 1985353 v. 1 of its expenses, including professional fees, if any. All excess cash may be used toward payment of the Lender's debt each month. 31. The Borrower shall be directed to use his best efforts to ensure a smooth transition of the operation and management of the Mortgaged Premises and the Additional Collateral contained therein to the Receiver. 32. Neither the Receiver nor any person or entity employed by it shall be liable to the Borrower or any third party for any act or omission which it has undertaken in good faith. 33. Notwithstanding anything contained herein,the Receiver shall not be required to take any action with respect to the Management that it does not believe, in the exercise of its best business judgment,to be in the best interests of preserving or selling the Mortgaged Premises and the Additional Collateral contained therein. WHEREFORE,the Lender respectfully requests that this Court appoint Montclair Hotel Investors, Inc., as a receiver to oversee the operation of the Mortgaged Premises and to facilitate the ultimate sale thereof,to serve without bond. Respectfully submitted, STRADLEY R1O'NON STEVENS & YOUNG,LLP Dated: December 12, 2013 By,;G r etc he n S`(J n1 t amour Esquire (No. 41720) Steven J. White, Esquire (No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Tel: (215) 564-8000 Fax: (215) 564-8120 Attorneys for Plaintiff, Magnolia Portfolio, LLC 10 #1985353 v. 1 STRADLEY RONON STEVENS & YOUNG, LLP Gretchen M. Santamour(ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, • CUMBERLAND COUNTY as Assignee of Orrstown Bank • COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 • CIVIL ACTION Plaintiff, • • v. •• NO. 13-7047 • HARI RAM, INC. • 1188 Greenfield Drive • Mechanicsburg, PA 17055 • Defendant. CERTIFICATION OF NON-CONCURRENCE I, Steven J. White, Esquire, attorney for plaintiff, Magnolia Portfolio, LLC ("Plaintiff'), hereby certify that to my knowledge, as of December 12, 2013,there is no counsel of record for Defendant, Hari Ram, Inc., Accordingly,the concurrence of opposing counsel has not been sought prior to filing of the foregoing motion. It is presumed by the Plaintiff that the Defendant does not concur with the relief sought in the foregoing Motion Dated: December 12, 2013 � 1,/1/ Steven J. White 11 #1985353 v. 1 EXHIBIT A 12 #1985353 v. 1 • .1111=011■ PROMISSORY NOTE ;w^.':::,r.x._�o:i x:Q...•E.:.••.::Y..:.?.aIC:..i.#.1...G..I a•: ,r°....:n.°'.:n4.�v..v.:.w u.v,<.:n.:rw.._.rt....;...Ta.n..v if.iYT3 R..� .l.. r:r Y:.......tt ft'.;.;.y{x-0Aw•"}� a� M: % rw �M fl0� } dA w: am � ::d..:..^.:.'T%+.-\v.y.i . 1x•*� Mi) Z0 4.: .: S.,, _x ux �f 4:..v,«n��w�7` s: ri 4)%� 1 \:w± uKMw.'rty xY.%A.4:' :?x?"}a wa~n C t;w,•yu :t.swmsa+ : a n nFbr:w.-mw?".n, iq rt w !► ......................................... References in the shaded area are for Lender's use only and do not limit the appitcablUty 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&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 wilt 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/and 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 tihal payment ot$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 each year. The index currently is 9.500%per annum. The interest rate or rates to be applied to the unpaid principal balance of --ids 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 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. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Earty 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 1s 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 tails 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 io Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at the lime 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 ghAng 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 4 . _ ' 01-17-2001 S PROMISSORY NOTE 5 Page 2 Coen No (Continued) has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there Is a lawsuit, Borrower agrees upon Lenders 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 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 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 until 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 Origlnlal 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. 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 slated 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)ihls 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. 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. Z.EV:::,.UM:•R!:...V:v!G S:::d.:,..1:.;my;.ye,.v..%iihik'AWi�..:•yA`+A�Ym ku�s..a.fii ,. •.� .e.�...x <;r,C;,:;•.;.� �C.k�.,.'4?C'..Vr iym .rm::: By:9::kti;: r.'„Z„:r.• .• s� i.a,:'^: 'y;a ?j J;'';ru% ,�.') B . .A'l.s;?a;: '>,• rw,;..; ., \,. ”.s.'ff ..::::` ,? �. •.) KANJIBHAI R.r'ATEL,PRESIDENT LAX IKAN K.PATEL,VICE PRESIDENT&SECRETARY • • Variable Rate.. LASER PRO,Reg.U.S.Pat.&T.M.Off.,Ver.3.29c(C)Concentrex 2001 All rights reserved.IPA-1320 F3.29a P3.29a 07420CL.LN C2.oVLl EXHIBIT B 13 #1985353 v. 1 hq(J2 RECORDATION REQUESTED BY: ORRSTOWN BANK R08��•T P tID ZIEOR CJ OUNY A P.O.Box 260 fr OF ) DS ShIppeneburg,PA 17257 {��CDR). ,LA C WHEN RECORDED MAIL TO: ,4� ,, 22 ?1 12 26 ORRSTOWN BANK • P.O.Box 260 Shlppeneburg,PA 17267 UdUC 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 la P,O.Box 260,Shippeneburg,PA 17257(referred to below as"Lender"). GRANT OF MORTGAGE. For valuable consideratlon,Grantor grants,bargains,*ells,conveys,"re'transfers,releases,confirms and mortgages to Lender all of Grantor',right,elle,and Interest In end to the following described real property,together with all existing or subsequently erected or affixed buildings, Improvements and fixtures;at streets,lanes.ateys,passages,and ways;all easements,rights of way,all thefts, privileges, tenements, heredllaMente,and appurtenances Menai to belonging or anywise made appurtenant hereafter, and the reversions and remainders with respeot thereto;all water,water fights,watercourses and ditch rights(including stock In stitlles with ditch or Irrigation rights):and all other rights,royelitos,and profits relating to the real property,Including Without limitation all minerals,ell;gas,geothermal and similar matters,located In CUMBERLAND County,Commonwealth of Pennsylvania(the"Real Property"): DEED DATED 2-26-00 AND RECORDED IN BOOK 218 PAGE 724 IN SILVER SPRING TWP. The Real Proper v 16. address Is commonly known as LOT 3B BENT CREEK SUBDIVISION, Grantor presently assign to Lender all of Grantor'e right,Nile,and Interest In and to at leases of the Property and all Rents from the Property. In addition,Grantor grants to Lender a Untiorm Commercal Code eeourtiy Interest In the Personal Property and Rents. DEFINtTIONS,The following words shall have the following meanings when used In this Mortgage.Terms not otherwise defined In this Modgage shell have the meanings attributed to such terms In the Uniform Commercial Code.All references to dollar amounts shall 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 INs Mortgage. •• Grantor.The word"Grantor"means tiARt RAM,INC..The Grantor Is the mortgagor under this Mortgage. Guarantor. The word"Guarantor"means and Includes without Irritation each and all of the guarantors,sureties,and accommodation parties In connection with the indebtedness. Improvements. The word"Improvements"means and Includes without limitation at existing and future Improvements,buildings,struolures, mobile homes affixed on the Real Property,kettles,additions,replacements and other construction on the Reel Property. Indebtedness. The word"Indebtedness"means all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses Incurred by Lender to enforce oblgations of Grantor under this Mortgage,together with Interest on arch amounts as provided In this Mortgage. The Ilona and security!Morsels created pursuant to this Mortgage covering the Indebtedness which may be created In the future shell relate beck to the data of this Mortgage. Lender.The word"Lender"means ORRSTOWN BANK,Its successors and assigns.The Lender is the mortgagee under this Mortgage. Mongege. the word"Mortgage'7EWE?lrlha'Mortgege cowmen Grantor endtarttl5T,amt'itrclarierwithootiunitalioRag assignments-per aecmity Interest provstons 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 82,669 000.1X)from Grantor to Lender,together with at renewals of,extensions of,moditioallone of,refinancings of,consolations of,and substitutions for the promissory nole or agreement.The maturity date of this Mortgage Is January 17,2022.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Properly,The words"Personal Property'mean all equipment,fixtures,and other articles of personal property now or hereafter owned by Grantor,and now or hereafter aaaohed or affixed to the Real Property;together with all accessions,pads,and additions to,all replacements o4 and all tub/Muttons 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 deposition of the Property, Property.The word'Properly"means colleotlely the Real Property and the Personal Property. Real Property,The words'Real Property"mean the properly,Interests and rights described above In the"Grant of Mortgage"section, Related Documents. The words'Related Documents"mean and Include without limitation as promissory notes,credit agreements,loan agreements.environmental agreements,guaranties,security agreements,mortgages,deeds of trust,and at other Instruments,agreements and doouments,whether now or hereafter existing,executed In oonneotion 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. 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 OBUGATIONB 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 Modgage;Grantor shall pay to Lender all amounts scoured by this Mortgage as they become due,and shat strictly perform all of Grantor's obtgallons under This Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Properly shall be governed by the • following provisions: Poeseeston and Use, Until In default or until Lender exerolsas its right to caeca Rents as provided for in the Assignment Cl 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 Properly. Duty to MatntaIn. 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;"dispose,""release"and"threatened release,'as used In this Mortgage,shall have the some meanings as sat forth In the Conprehenslve Environmental Response,Compensation,and liability Act of 1980,as amended,42 U.S.C.Section 9601, at seq.("CERCLA"),the Supedund Amendments end Reauthorization Act of 1966,Pub.L.No.e9-499 ("SARA"),the Hazardous Materials Transportation MI,49 U.S.C,Section 1801,of seq.,the Resource Conservation end Recovery Aot,42 U.S.C. Section 6901,et 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"Old also include,without limitation,petroleum and pekolaum by-produots or any fraction 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,manufaoture,storage,treatment,disposal,release or threatened �,,.orf any haz r o waste or substance by any person on, BODll1t3601AGE-all i • • • 01-17-2001 MORTGAGE Page 2 Loan No (Continued) • • under,about or from the Property; (b)Grantor has no knowledge at or reason to believe that there has been except as previously disclosed to and acknowledged by Lender In writing, (I)any use,generation,manufacture,storage,Treatment,disposal,release,or threatened release Of any hazardous waste or substance on,under,about or from the Properly by any prior owners or'ocoupants of the Properly or (II)any actual or threatened ldlgallon or clalms of any kind by any person relating to such matters;and (c)Except as previously disclosed to and acknowledged by Lender in writing, (I)neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufaotis a, store,treat,dispose of,or release any hazardous waste or substance on,under,about or from the Property and (l0 any such aodvey shell be conducted In compliance wllh all applicable federal,state,and local laws,regulations and ordinances,including without limitation those laws, regulations,and ordinances described above. Grantor authorizes Lender and Its agents to enter upon the Property to make such'napeollone and lasts,at Grantor's expense,as Lender may deem appropriate to determine oompilanoe of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lenders purposes only and shall not be construed to oreale any responsibltiy or Ilabtity 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 Irveallgating 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 table for cleanup or other oosta under any such laws,and (b)agrees to Indemnify and hold harmless Lender against any and al claims,losses,liabilities,damages,penalties,and expenses whloh Lender may directly or Indlreoily sustain or sutler resulting horn a breach of this section of the Mortgage or as a consequence of any Use,generation,manufaoture. atorege,dleposa',release or threatened release of a hazardous waste or substance on the properties. The provlslona of this section of the Mortgage,Including the obligation to Indemnify,shad euMva the payment of the Indebtedness and the satisfaction and reconveyanoe of the lien of this Mortgage and chat 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 skipping of or waste on or to the Property or any portion of the Property. Without limiting tha generality°I the foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals(Including off and gas),soli,gravel or rook products without the prior written consent of Lendor. 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 Ouch 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 limes to attend to Lender's Interests and to Impost the Property for purposes of Grantors compliance with to terms and conditions of thie 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 ocoupanoy of the Property, Including without limitation,the Americans With Disabilities Act. Grantor may contest In good felth any such law,ordinance,or regulation end withhold compliance during any proceeding, Including appropriate appeals,so long as Grantor has notified Lender In writing prior to doing so and co long as,In Lender's sole opinion, Lender's Interests In the Property are not Jeopardized. Lender may requtre Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's Interest. • Duty to Protest. Grantor agrees nether to abandon nor leave unattended the Property. Grantor shall do at other sots,In addition to those acts set forth above In this soollon,which from the character and use of the Properly are reasonably necessary to protect end preserve the Properly. CONSTRUCTION LOAN. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete oonatruction of any Improvements on the Property,the Improvements shall be completed no later than the maturity date of the Note(or such'muter dale as Lender may reasonably establish)and Grantor shall pay In lull all costa and expenses In connection With the work. Lender,at its option,may disburse loon proceeds under such terms and conditions as Lender may deem necessary to Insure that the Interest created by this Mortgage shall have priority over all possible liens, Including those of material suppliers end workmen. Lender may require,among other things,that disbursement requests be supported by recelpted bids,expense afdavits,waivers of Ilene,oonslruotion 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 scoured by this Mortgage upon the sale or transfer,without the Lenders prior written consent,of all or any part of the Real Property,or any Interest In the Real Property. A"sale or transfer"means the conveyance of Real Properly or any right,tide or Interest Marsha whether legat,beneficial or equitable;whether voluntary or Involuntary,whether by outright sale,deed,Installment sale contract,land oontraot,contrast for deed,leasehold Interest with a term greater than three (3)years,lease-option contract,or by sale,assignment,or Minster of any benetietal interest In or to any land trust holding ells to the Real Property,or by any other method of conveyance of Real Property Interest, If any Grantor Is a corporation,partnonhlp or limited liability company,transfer also inoludes any change In ownership of more than twenty-Ave percent(26%)of the voting stook partnership Interests or limited llabllty company Interests, as the case may be,of Grantor. However,this option shad not be exercised by Lender If fourth exerolse s prohibited by federal law or by Pennsylvania law. TAXES AND LIENS.The following provisions relating to the taxes end liens on the Property are a part of tills Mortgage. Payment. Grantor shall pay when due(and In all events prior to delnquenoy)all taxes,payroll taxes,epeolal taxes,assessments,Water charges and sower aeMoo 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 maintain the Property free of all lone having priority over or equal to the Interest of Lender under this Mortgage,except for the Ilen of taxes and assessments not due,except for the Existing indebtedness referred to below,and except as otherwise provided In the following paragraph. Right To Contest. Grantor may withhold payment of any lax,assessment,err olalm 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 died as a result of rcnpaymont,Grantor shall within fifteen `16)days after the lien arises or,It a Ilen Is Ned,within Aileen(16)days after Grantor has notice of the Ming,secure the discharge of the Ilion,or if requested by Lender,deposit with Lender cash or a sufficient oorporate surely bond or other security satisfactory to Lender in an amount suMolent to discharge the len plus any oosts and attorneys'fees or other charges that could accrue as a result of a foreclosure or sale under the fen. In any contest,Grantor she/defend Itself and Lender and shell safety any adverse judgment before enforcement against the Properly. Grantor shell name Lender as an addetoret obligee under any surely bond furnished In the contest prooeedinga. Evidence of Payment. Grantor shell upon demand furnish to Lander 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 end assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen(16)days before any work Is commenced,any services are furnished,or any materiels are supplied to the Property,II any mechanic's Ilen,materlalman's Ilan,or other len could be asserted on accoUnl of the Work,services, or materials. Grantor will upon request of Lender furnish to Lender advance assurenoes satisfactory to Lender that Grantor can and wit pay the oast of such Improvements. PROPERTY DAMAGE INSURANCE.The following provisions relating to insuring the Property are a pert of this Mortgage. Maintenance of Insurance. Grantor shall procure and maintain petioles of Are Insurance with standard extended°overage endorsements on a replacement basis for the full Insurable value covering at Improvements on the Real Property In an amount suttlolent to avoid applcetlon of any coinsurance clause,and With a standard mortgagee clause in favor of Lender. Grantor shell also procure and matnlaln oomprehenslve general liability Insurance In such coverage amounts as Lender may request with Lander being named as additional Insureds In such liability Insurance policies. Addllonaly,Grantor shall maintain auoh other Insuranoe,Including but not limited to hazard,business Interruption end boiler lneurance 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 delver to Lender certificates of coverage from each Insurer containing a edpuletion that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the Insurer's lability for(allure to give such notice. Each Insurance policy also shell Include an endorsement providing that coverage In favor of Lender will not bo Impaired In any way by any eel,omission or default of Grantor or any other person. Should the Real Properly 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 principal balance of the loan and any prior lens on the property scouring the loan,up to the maximum polloy limits ant 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 slay make proof of loss If Grantor fads to do no within fifteen(IS)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 affeoling the Property,or the restoration and repair of the Property. If Lander elects to apply the proceeds to restoration and repair,Grantor shaft repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shell,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 160 days attar(heir receipt and which Lender has not committed to the repair or restoration of the Property shall be used that to pay any amount owing to Lender under this Mortgage,than to pay accrued Interest,and the remainder,II any,shall be applied to the principal balance gj Indebted §p It Lender holds any proceeds after payment In full of the Indebtedness,such proceeds shall be paid to Grantor. BOOK 1pb3 PACE a1.2 j Unexpired Insurance at Sale, Any unexpired Insurance shall Inure to the benefit of,and pass to,the purchaser of the Property covered by ells Mortgage at any trustee's sale or other sale held under the provisions of thle Mortgage,or at any lorectosure aaie of such Property. • 01-17-2001 MORTGAGE Page 3 Loan No (Continued) Compliance with Pasting Indebtedness.During the period In which any Existing Indebtedness described below Is In offset,compliance with the Insurance pravIstons contained In the Instrument evidencing auoh Existing Indebtedness shall constitute compliance with the Insurance provisions under this Morloago.to the extant compliance with the terms of this Mortgage would oonsfltula 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 b that portion of the proceeds not payable to the holder of the Existing Indebtedness. Grantor's Report on tneurance. Upon request of Lender,however not more than onoe a year,Grantor shall furnish to Lender a report on each existing polloy of Insurance showing;(a)the name of the Insurer; (b)the dske Insured; (o)the amount of the poiloy;(d)the property Insured,the then ourrent replacement value of such property,and the manner of determining that value;and (e)the expiration date of the policy. Grantor shall,upon request of Lender,have an Independent appraiser saflsfastory to Lender determine the crash value repieaement cost of the Property. EXPENDITURES BY LENDER, II Grantor fails to comply with any provision al this Mortgage,including any obligation to maintain Existing Indebtedness In good standing as required below,or If any action or proceeding is commenoed that would materially affect Lender's interests In the Prcperty,Lender on Grantor's behalf may,but shall not be requked 1o,take any action that Lender deems appropriate.Any amount that Lender expends In en doing will bear Interest at the rate provided for In the Note from the date Inourred 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 due during either (I)the term of any applicable Insurance policy or (1)the remaining term of the Note,or (o)be treated as a balloon payment whloh will be due and payable at the Note's 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 suoh action by Lender shall not be construed as outing the default so as to ber Lender from any remedy that it otherwise would have had. Grantor's obligation to Lender for at 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 pad of this Mortgage. Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple,free and clear of all liens and encumbrances other than those not forth In the Real Properly desodpllon or In the Existing indebtedness section below or In any title Insurance poky,title report,or anal title opinion Issued In favor of,and accepted by,Lender In connection with this Mortgage,end (b)Grantor hoe the NI right,power,and authority to execute and deliver this Mortgage to Lender, Defense of Title. Sub)eot to the exception In the paragraph above,Grantor warrants and will forever defend the title to the Properly against the lawful claims of ell persons. In the event any colon or proceeding Is commenood that questions Grantor's the or the interest of Lender under Ills Mortgage,Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party In suoh 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 es Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Properly and Grantors use of the Property compiles with all existing applicable!ewe, ordinances,and regulations of governmental authorities. EXISTING INDEBTEDNESS.The(glowing provisions concerning existing Indebtedness(the'Existing Indebtedness")are a part of this Mortgage, Existing Lien. The Hen of this Mortgage scouring the•Indebtedness may be secondary and interior lo an existing lien. Grantor e>rpreeely covenants and agrees to pay,or see to the payment of,the Existing Indebtedness and to prevent any default on auoh indebtedness,any default under the instruments evidencing such indebtedness,or any detail under any security documents for auoh Indebtedness. Default. If the payment of any Installment of principal or any interest on the Existing Indebtedness is not made within the time required by the note evidencing auoh Indebtedness,or should a default odour under the Instrument seouring suoh Indebtedness and not be cured during any applicable grace period therein,then,at the option of Lender,the indebtedness scoured by this Mortgage shall become Immediately due and payable,and this Mortgage shall be In default. No Modification. Grantor shall not enter Into any agreement with the holder of any mortgage or other security agreement whloh 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 under any such security agreement without the prior written consent of Lender. CONDEMNATION.The following provisions relating to condemnation of the Property are a part of this Mortgage. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase In lieu of condemnation,Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of at actual costs,expenses,and attorneys'fees Incurred by Lender In connection with the condemnation. Proceedings. if any proceeding in condemnation is tiled,Grantor shall promptly notify Lander In writing,and Grantor shall promptly fake auoh steps tie may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,but Lender shall be enalled to participate in the proceeding and to be represented to the proceeding by counsel of Its own choice,and Grantor will deliver or cause to be delivered to Lender suoh Instruments as may be requested by it from time to time to permit such participation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES.The following provisions relating to governmental taxes,fees and-ohargesaro-a-part-ohtirlaMarigage. Current Taxes,Fees and Chergea. 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 descrbed below,together well nit expenses Incurred In moording,perfecting or continuing this Mortgage,Including without limitation at taxes,lees,documentary stamps,and other charges for recording or registering this Mortgage. Taxes. The following shah constitute taxes to whloh this section apples•. (a)a specific tax upon this type of Mortgage or upon all or any pad of the indebtedness eeoured by this Mortgagee (b)a epeciflc tax on Grantor which Grantor Is authorized or required to deduct from payments on the Indebtedness secured by this typo of Mortgage; (o)a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;and (d)a specific lax on ell or any portion of the Indebtedness or on payments of prinoipet and Interest made by Grantor. Subsequent Taxes. If any tax to which this section applies to enacted subsequent to the date of this Mortgage,this event shall have the same enact as an Event of Default(as defined below),and Lender may exercise any or all of 118 available remedies for an Event of Default as provided below unless Grantor either (a)pays the fax before It becomes delinquent,or (b)contests the tax as provided above In the Taxes and Liens section and deposits with Lender cash or a eufflclent corporate surety bond or other semidry satisfactory to Lender. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage. Seourity Agreement. This Instrument shall oonstllute a security agreement to the extent any of the Property constitutes fixtures or other personal property,end Lender shah have all of the rights of a sneered party under the Uniform Commercial Code as amended from time to lime, Security Interest. Upon request by Lender,Grantor shall execute financing statements and take whatever other aollon 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,al any time and without further authorization horn Grantor,file executed counterparts,oopies or reproductions of he Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses Incurred In perfecting or continuing this security interest. Upon default,Grantor shall assemble the Personal Property In a manner and al a place reasonably convenient to Grantor end Lender and make if available to Lender within three(3)days after receipt of written demand from Lender. Addressee. The malting addressee of Grantor(debtor)and Lender(secured party),from which Information concerning the security interest granted by Ibis 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 additional authorization are e part of this Mortgage. Further Assurances. Al any time,and from lime to lime,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 fled,recorded,relied,or rerecorded,as the case may be,at suoh limas and In suoh offices and places as Lender may doom appropriate,any and all auoh mortgages, deeds al trust,security deeds,security agreements,financing statements,continuation statements,ktslrumenta of further assurance,certificates, and other daoumonls an may,In the sole opinion el Lender,be necessary or desirable In order to effectuate,complete,perfect,continue,or preserve (a)the obligations of Grantor under the Nola,this Mortgage,and the Related Documents,and (b)the lions and security Interests created by this Mortgage on the Property,whether new owned or hereafter sequined by Grantor. Unless prohibited by law or agreed to the contrary c by Lender In writing,Grantor shell reimburse Lender for al costs and expenses Incurred I q)y qc PAGE With t Jh9 rpptlera referred to In this paragraph. 4111 Additional Authorization.II Grantor fats to do any of the things referred to In the preceding paragraph,Lender may do so for and In the name al Grantor and et Grantor's expense. For such purposes,Grantor hereby Irrevocably authorizes Lender to make,execute,deliver,ale,record and do I_ __ ell other things as may be necessary or desirable,In Lender's sole opinion.to accomplish the matters referred to In the preceding paragraph. II le • y01-17-2001 MORTGAGE Page 4 Loan No (Continued) understood that nothing set forth herein shall require Lender lo lake any such settees. FULL PERFORMANCE. If Grantor peys all the Indebtedness when due,and otherwise performs all the obligations Imposed upon Grantor under thb Mortgage,Lender shall execute and deliver to Grantor a syllable eatlsfection of this Mortgage and aultablo statements of termination of any Manoing statement on fie evidencing Lender's aeourlty Interest In the Rents and the Personal Property. Grantor will pay,If permitted by appilceble law,any reasonable tern nation roe as determined by Lender horn time to time. DEFAULT. Each of the following,at the option of Lender,shall constitute an event of default("Event of Dolour)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 taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any ten. Compliance Default.Failure of Grantor to comply with any other temt,obligation,covenant or condition contained In this 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, or any other agreement,In favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to ropey 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 furnished to Lender by or on behalf of Grantor under this Mortgage,the Note or the Related Docummnss Is false or misleading In any malarial respect,either now or at the time made or furnished. Defective CollaterallzeUon.This Mortgage or any of the Related Documents ceases to be In full force and effect(Including failure of any oollatoml documents to create a valid and perfected security Interest or lien)at any time and for any reason. Insolvency.The dissolution or lamination of Grantor's existence as a going business,the Insolvency of Grantor,the appointment of a receiver for any pad of Grantor's property,any assignment for the benefit of creditors,any type of oredtor workout,or the commencement o1 any proceeding under any bankruploy or Insolvency laws by or against Grantor. Foreclosure,Forfeiture,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 forefellure proceeding,provided that Grantor gives Lender wdten notice of such claim end furnishes reserves ore surety bond for the claim salbreolory to Lender. Breech of Other Agreement.Any breach by Grantor under the terms of any other agreement between Grantor and Lender that Is not remedied within any grace period provided therein,Including without IlmitatIon any agreement concerning any Indebtedness or other obtigellon of Grantor to Lender,whether Waling 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 lien an the Properly. Events Affecting Guarantor.My 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!lability under,any Guaranty of the indebtedness.Lender,at is option,may,but that 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 Delauli. 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 it failure Is curable and II 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 oured(and no Event of Default will have occurred)If Grantor, after Lender sends written notice demanding cure of suoh failure: (a)cures the failure within fifteen(15)days;or (b)It the cure requires more than Steen(16)days,Immediately initiates steps autfotent 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 applicable law,Lender shall have the right at Its option without notice to Grantor to declare the entire Indebtedness Immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property,Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. CollectRents'.-tender3hati`hevellerrlghl,-withoul-notce-lo-Grantor-,loiake-possesslorroFthe-Properry-and-collect-Ihe-Renbrtneluding-amounts past due and unpaid,and apply the net proceeds,over and above Lender's Oasis,against the Indebtedness. In furtherance of this right,Lender may require any tenant or other user of the Property to make payments of rent or use fees direoty to Lender. If the Rents are oolleoled by Lender, then Grantor Irrevocably authorizes Lender to endorse Instruments received In payment thereof to 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 Oro obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lender may exercise Its rights under fhb subparagraph either In person,by agent,or through a receiver. Appoint Receiver,Lender shalt have the right to have a receiver appointed to lake 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 shag not disqualify a person from serving as a receiver. Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes and empowers any attorney of any oourt of record In the Commonwealth of Pennsylvania or elsewhere,as attorney for Lender and all persons dairying under or through Lender, to sign an agreement for entering In any competent court an amicable notion In ejectment for possession of the Properly and to appear for and confess judgment against Grantor,and against at persons claiming under or through Grantor,for the recovery by Lender of possession of the Properly,without any stay of execution,for which this Mortgage,ore copy of this Mortgage verified by affidavit,shall be a sufficient warrant;and thereupon a writ of possession stay 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 applloetion of all amounts received horn the exercise of the rights provided In this section. Tenancy al 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 Properly upon default of Grantor,Grantor that become a tenant at sufferance of Lender or the purchaser of the Properly 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 Remedies.Lender shall have all other rights end remedies provided In this Mortgage or the Note or available at law or In equity. Sale of the Property. To the extant permitted by applicable law,Grantor hereby waives any and all•rght to have the properly marshalled. In exercising Its rights and remedies,Lender shall be free to set ell or any pert of the Properly together or separately,In one sale or by separate sales. Lender shall be entitled to bid at any publlo sole on all or any portion of the Property. Notice of Sale. Lender shat give Grantor reasonable notice of the time and piece of any pubilo sale of the Personal Properly or of the time after Which any private sale or other Intended disposition of the Personal Property is to be made. Unless olherwisg re9,S,ir�d by an e law, reasonable notice shell mean notice given at least ten(10)days before the time of the safe or dloposllion. BOoK16bJ rAOE a Waiver;Election of Remedies.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 01 Grantor under this Mortgage after!allure of Grantor to perform shall not affect Lender's right to defilers a default and exercise its remedies under this Mortgage. Attorneys'Fees;Expenses. If Lender institutes any cull or action to enterer'any of the terms of this Mortgage,Lender shall be entitled to recover such sum es the court may adjudge reasonable as attorneys'fees at Idol and on any appeal. Whether or not any court action is Involved,all reasonable expenses Incurred by Lender that In Lender's opinion are necessary et any time for the protection of Its Interest or the enforcement of • 01-17-2001 MORTGAGE Page 6 Loan No (Continued) Its rights shall become a part of the Indebtedness payable on demand and shall bear Interest from the data of expenditure until repaid at the rate provided for In the Note. Expenses covered by this paragraph Include,without limitation,however subject to any limits under applicable law, Lender's attorneys'lees and Lender's legal expenses whether or not there Is a lawsuit,Including attorneys'fees for bankruptcy proceedings (Including efforts to modify or vacate any automatic)slay or Injunction),appeals and any anticipated post-judgment collection services,the oast of searching records,obtaining fie reports(including foreclosure reports),surveyors'reports,and appraisal fees,end fate Insurance,to the extent permitted by applicable law. Grantor also will pay any court coats,In addition to all other sums provided by law. NOTICES TO GRANTOR AND OTHER PARTIES. Unities otherwise provided by applicable law,any notice under this Mortgage shall be In writing, may be sent by tolefeoslmse(unless otherwise required by law),and shall be eteollve when aoluatly delivered,or when deposited with a nationally recognized overnight couder,or,It mated,Shall be deemed effootle°when deposited In the United Stales malt Bret class,caddied 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 thin Mortgage by giving formal written notice to the other parties,specifying that the purpose of the notice Is to change the party's address. All ooplos of notions of foreclosure from the holder of any lien which has priority over this Mortgage,and notices pursuant 42 Pa.C.S.A.Section 3143,of seq.,shat be sent to Lender's address,as shown neer the begInntrg of this Mortgage. For notice purposes,Grantor agrees to keep Lander Informed at all limes of Grantor's current address. MISCELLANEOUS PROVISIONS.The following miscellaneous provisions area pert of this Mortgage: Amendments. This Mortgage,together with any Related Documents,consitutes the enure understanding and agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this Mortgage shell be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. II the Property Is used for purposes other than Grantor's realdence,Grantor shall furnish to Lender,upon request,a certified statement of not 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 at cash receipts from the Property lass all cash expenditures made In oonnection with the operation of the Property. Applicable Law, Thia Mortgage hes been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. Tile Mortgage shall be governed by and construed In accordance with the laws of the Commonwealth of Penneylvenle. 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 shell be no merger of the Interest or estate created by this Mortgage with any other Interest or estate in the Property at any lime held by or for the benefit of Lender In any capacity,without the written oon cent of Lender. Multiple Parties;Corporate Author)ryry. All obligations of Grantor under this Mortgage shall be joint and several,and ell references to Grantor shall mean 000h and every Grantor.This means that each of the persons signing below Is responsible for all obligations In this Mortgage. Severebtitty. If a court of competent jurlsdioton finds any provision of this Mortgage to be invalid or unenforceable alt to any person or circumstance,such fining shall not render that provision invalid or unenforceable es to Any other persona or circumttancen. If feasible,any such offending provision shall be deemed to be modified to be within the limits of enforceability 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 teapots shall remain valid and enforceable. Successors and Assigns. Subject!to the llmltellone stated In this Mortgage on transfer of Grantor's Interest,this Mortgage shall be binding upon end Inure to the benefit of the parties,their hairs personal representatives,successors and assigns. If ownership of the Property becomes vested In a person other than Grantor,Lender,without notice to Grantor,may deal with Grantor's successors wIth reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the oblige hone of this Mortgage or liability under the indebtedness. Time le of the Essence.Time Is of the essence in the performance of this Mortgage. Waivers and Consents. Lender shat not be doomed to have waived any rights under this Mortgage(or under the Related Documents)unless such waiver Is in writing and stoned 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 any party of a provision of this Mortgage shat not constitute a waiver 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 Garda,shat constitute a waiver of any of Lender'it rtghis or any of Grantors obligations as to any future Iranseotione. Whenever consent by Lender Is required In this Mortgage,the granting of euoh 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. LiRANTOR: HARI RAM,INC. By:gnu " c?.�:,�•M: ' ��^ £::Aaz < .b KANJIBHA'R.PATEL,PRESIDEN V e 3 BY'h o-aMI ANT TE VI f� �l' T&'SECRETARY ATTEST, ay • , a •.. 'a ` (Corporate Seal) at•ry or A. s ant Secretary Signed,acknowledged end delivered In the presence of: X • Witness j X Witness CERTIFICATE OF RESIDENCE I hereby eerily,that the precise address of the mortgagee,ORRSTOWN BANK,herein to as follows: P.O.sox 260,Shlppensourg,PA 172117 Mlornoy orAu,nl toe~paps 000Kd665 PAGE d15 • 01-17-2001 MORTGAGE Page 6 Loan No (Continued) CORPORATE ACKNOWLEDGMENT STATE OF enrG Vani a. ) (� J )a8 COUNTY OF ) at. it) ) On this, the )'1 day of 30,nuOxr‘ ,20 OL before me. S`T(jCY frl STEnC.6 , the undersigned Notary Public), personafy appeared KANJISHAI 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,exoouted the foregoing Instrument for the purposes therein contained by atoning the name of the corporation by themselves as PRESIDENT end VICE PRESIDENT&SECRETARY. In witness whereof,I hereunto set my hand and official creel. ems Not�J;ir•/Ito In and for the Stale of Y2llrf4VPnia. LASER PRO,Rep.U.S.PM.4T.M.Oil..Vtr.3.200(•)0onoenlreX200t Allrlhhle re served.IPA-033 P3.43e374200L.LH osovil • ■ taw�lSEAI' pU6pa tl mel:urn De��r,,o,rr,i*�. • . ode t0•,ifs „y. 47 •• .'* • f Mfr!.; . n •.tai u_u soil..• • • 1100K1665 PAGE .116 EXHIBIT A 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 ,Page . a ei Doed State of t'ernroori i moo s perinnd ding County ° tho oitice for the d County'tt_ tta�c erin Pag• ect. 8,i Va�,l�•,,��--p410 •..�;t;r) ,r.-. In y handday 0 iii# ` i ANitn ,PA ..rte •. n< , . Carlisle, .ri' ecord'..l`a )1 .',i5.4,.44!"):4'011X13 J ; 1f ter 44,C;,t"'1 ..'.;fE��.t;+. ys d.. T1 fi fr'' V -,t, 11 'f4 , sow(1665 PAGE A ; ; r:,; ',,e EXHIBIT C 14 #1985353 v. 1 t 449 ..F`!b:`A. ?"."°'. .. (9. l., , _ .. A .. __ '7 -e, RECORDATION REQUESTED BY: ORRSTOWN BANK ROBERT F. ZIEGLER P.O.Box250 RECORDS:^ OF DEEDS Shlppensburg,PA 17267 ;U M B E R L_A t•l D COUNTY-PA WHEN RECORDED MAIL TO: '01 JON 22 P19 12 26 ORRSTOWN BANK P.O.Box 260 Shlppeneburg,PA 17267 SPACE ABOVE THIS UNE IS FOR RECORDER'S USE ONLY ASSIGNMENT OF RENTS THIS ASSIGNMENT OF RENTS IS DATED JANUARY 17, 2001, between HARI RAM, INC.,whose address is 1188 GREENFIELD DR., MECHANICSBURG, PA 17065 (referred to below as "Grantor"); and ORRSTOWN BANK, whose address Is P.O. Box 260, Shippeneburg, PA 17267(referred to below as "Lender"). ASSIGNMENT. For valuable consideration, Grantor assigns, grants a continuing security interest in, and conveys to Lender all of Grantor's right, title, and interest in and to the Rents from the following described Property located In CUMBERLAND County, Commonwealth of Pennsylvania: 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 17065. DEFINITIONS. The following words shall have the following meanings when used In this Assignment. Terms not otherwise defined In this Assignment shall have the meanings attributed to such terms In the Uniform Commercial Code. All references to dollar amounts shall mean amounts In lawful money of the United States of America. Assignment. The word "Assignment".means this Assignment of Rents between Grantor and Lender, and includes without limitation all assignments and security interest provisions relating to the Rents. Waling Indebtedness. The words"Existing indebtedness"mean an existing obligation which may be secured by this Assignment. Event of Default. The words"Event of Default"mean and include without limitation any of the Events of Default set forth below In the section Ned "Events of Default." renter-T-he-word"Grantor"-means-HARI-RAIN;FNC.. Indebtedness, The word"Indebtedness"means all principal and Interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Lender to enforce obligations of Grantor under this Assignment,together with Interest on such amounts as provided In this Assignment. Lender. The word"Lender"means ORRSTOWN BANK,Its sucoessors and assigns. Note. The word"Note"means the promissory note or credit agreement dated January 17,2001, In the original principal amount of 82,669,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Property. The word"Property"means the real property,and all improvements thereon,described above In the"Assignment"section. Real Property, The words"Real Property"mean the property,interests and rights described above In the"Property Definition"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 rents,revenues,Income,Issues,profits and proceeds from the Property,whether due now or tater,Including without limitation all Rents from all leases described on any exhibit attached to this Assignment. THIS ASSIGNMENT IS GIVEN TO SECURE (1)PAYMENT OF THE INDEBTEDNESS AND (2)PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE,THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided In this Assignment or any Related Document,Grantor shall pay to Lender all amounts secured by this Assignment as they become due,and shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises Its right to collect the Rents as provided below and so long as there Is no default under this Assignment,Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting.of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral In a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RENTS. With respect to the Rents, Grantor represents and warrants to Lender that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights,loans,liens,encumbrances,and claims except as disclosed to and accepted by Lender In wriling. BOOK 684 PAtt 909 • 01-17-2001 ASSIGNMENT OF RENTS Page 2 Loan No (Continued) Right to Assign. Grantor has the full right,power,and authority to enter Into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Grantor will not sell,assign,encumber,or otherwise dispose of any of Grantor's rights In the Rents except as provided In this Agreement. LENDER'S RIGHT TO COLLECT RENTS. Lender shall have the right at any lime, and even though no default shall have occurred under this Assignment,to collect and receive the Rents. For this purpose,Lender is hereby given and granted the following rights,powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Properly advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property;demand,collect and receive from the tenants or from any other persons liable therefor,all of the Rents;institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property;collect the Rents and remove any tenant or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair,to pay the costs thereof and of all services of aN employees,Including their equipment,and of all continuing costs and expenses of maintaining the Property In proper repair and condition, and also to pay all taxes,assessments and water utilities, and the premiums on fire and other Insurance effected by Lender on the Property. Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the Commonwealth of Pennsylvania and also all other laws,rules,orders,ordinances and requirements of all other governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate,either in Lender's name or in Grantor's name,to rent and manage the Property,including the collection and application of Rents. Other Acta. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely In the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things,and the fact that Lander shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses Incurred by Lender In connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender, in its sole discretion, shall determine the application of any and all Rents received by it; however,any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment,and shall be payable on demand,with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. if Grantor pays all of the Indebtedness when due and otherwise performs all the obligations Imposed upon Grantor under this Assignment,the Note,and the Related Documents,Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest In the Rents and the Property, Any termination fee required by law shall be paid by Grantor,If permitted by applicable law. EXPENDITURES BY LENDER. If Grantor falls to comply with any provision of this Assignment, Including any obligation to maintain Existing Indebtedness In good standing as required below,or If any action or proceeding is commenced that would materially affect Lender's Interests in the Property,Lender on Grantor's behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends In so doing will bear interest at the rate provided for In the Note from the date 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 Installment payments to become due during either (I)the term of any applicable Insurance polioy or (II)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. This Assignment 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 Lender shall not be construed as curing the default so as to bar Lendor from any remedy that it otherwise would have had. DEFAULT, Each of the following,at the option of Lender,shall constitute an event of default("Event of Default")under this Assignment: Default on Indebtedness. Failure of Grantor to make any payment when due on the indebtedness. Compliance Default. Failure of Grantor to comply with any other term,obligation,covenant or condition contained in this Assignment,the Note or In any of the Related Documents. Default In Favor of Third Parties. Should Borrower or any 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 materially affect any of Borrower's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Assignment 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 Assignment,the Note or the Related Documents is false or misleading In any material respect,either now or at the time made or furnished. Defective Collaterailzatlon. This Assignment or any of the Related Documents ceases to be In full force and effect(including failure of any collateral documents to create a valid and perfected security interest or lien)at any time and for any reason. Other Defaults. Failure of Grantor to comply with any term,obligation,covenant,or condition contained In any other agreement between Grantor and Lender. 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,Forfeiture,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 forefeiture proceeding,provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. BOOK 664- PACE 910 01-17-2001 ASSIGNMENT OF RENTS Page 3 Loan No (Continued) 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. 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 satisfaotory to Lender,and,In doing so,ours 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. Existing Indebtedness. A default shall occur under any Existing Indebtedness or under any Instrument on the Property securing any Existing Indebtedness,or commencement of any salt or other action to foreclose any existing lien on the Property. 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 Assignment within the preceding twelve(12) months, it may be cured (and no Event of Default wUl have occurred) If Grantor, after Lender sends written notice demanding cure of such failure: (a)cures the failure within fifteen(16)days;or (b)if the cure requires more than fifteen(15)days,immediately initiates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary steps sufficient to produce complianoe as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Lender may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate indebtedness. Subject to applicable law, Lender shall have the right at Its option without notice to Grantor to declare the entire indebtedness immediately due and payable. Collect Rents. Lender shall have the right,without notice to Grantor,to take possession of the Property and collect the Rents,including amounts past due and unpaid,and apply the net proceeds,over and above Lender's costs,against the indebtedness. In furtherance of this right,Lender shall have all the rights provided for In the Lender's Right to Collect Section,above. If the Rents are collected by Lender,then Grantor Irrevocably authorizes Lender to endorse Instruments received In payment thereof In the name of Grantor and to negotiate the same 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 Properly preceding foreclosure or sale,and to oobeot the Rents from the Property and apply the proceeds, over and above the oast of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided In this Assignment or the Note or by law. Waiver;Election of Remedies. A waiver by any party of a breach of a provision of this Assignment 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 shell not exclude pursuit of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor under this Assignment after failure of Grantor to perform shall not affect Lender's right to declare a default and exercise Its remedies under this Assignment. Attorneys'Pees; Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Assignment,Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and on any appeal. Whether or not any court action is Involved, all 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 Its rights shall 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 limitation,however subject to any limits under applicable law, L�ttder's attorneys' isget expenses whether or not there Is a lawsuit, includiriglitbankruptcy 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. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments. This Assignment,together with any Related Documents,constitutes the entire understanding and agreement Of the parties as to the matters set forth In this Assignment. No alteration of or amendment to this Assignment 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 Assignment has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. This Assignment shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. Multiple Parties;Corporate Authority. All obligations of Grantor under this Assignment 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 Assignment. No Modification. Grantor shall not enter Into any agreement with the holder of any mortgage or other security agreement which has priority over this Assignment 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 under any such security agreement without the prior written consent of Lender. Severabillty. If a court of competent jurisdiction finds any provision of this Assignment 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. If feasible,any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity;however,if the offending provision cannot be so modified,It shall be stricken and all other provisions of this Assignment In all other respects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations stated in this Assignment on transfer of Grantor's Interest, this Assignment shall be binding upon and Inure to the benefit of the parties,their heirs,personal representatives,successors and assigns. If ownership of the Property becomes vested In a person other than Grantor, Lender,without notice to Grantor,may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the Indebtedness. knx e64--,ACE fill Time Is of the Essence. Time Is of the essence in the performance of this Assignment. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Assignment(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 shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Assignment shall not constitute a waiver 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 -4604471---4044/4.14r 044/4.144 '4 '.� .tk, `iw. , I ........_......... .............1111... . .... . ........._........._._.._.__.._..._....«. 01-17-2001 ASSIGNMENT OF RENTS Page 4 Loan No (Continued) Lender and Grantor,shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future Iransaotions. Whenever consent by Lender Is required in this Assignment,the granting of such consent by Lender In any Instance shall not constitute continuing oonsent to subsequent Instances where such consent Is required. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT OF RENTS, AND GRANTOR AGREES TO ITS TERMS. THIS ASSIGNMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GRANTOR: HARI RAM,INC. 1111... :•1111. ,. ... 1111;;4•,..�:avm:..".•,•••�•,.�•�•' By: ;SAM >;' �• .�>° KANJIBHAI ''.P•A EL,PRESIDENT $ 'CS'..c.'Na".:aS' �YS:'m a n?' ,3-�T' ,. 44,1,2 - L ' KANT PATEL,VICE ..ESI E &-E -ETARY ATTEST: Ar `,TAVIA ( Corporate Seal - tary or .- mane Snore ^ ' CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein Is as follows: P.O.Box 250,Shlppeneburg,PA 17267 Attorney or Agent tar Mortgagee CORPORATE ACKNOWLEDGMENT STATE OF YPflrtivani.C' 188 COUNTY OF Oat On this, the , / day of 3cart0o , 20 CA , before me STAC4 ST1E.nC� , the undersigned Notary Public, personally appeared KANJIBHAI R. PATE and LAXMIKANT K. PATEL who aoknowledgod 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 omelet seal. Nota Ib In and for the State of ?-r) J�VAt�IC LASER PRO,Reg.U.S.Pet.d T.M.Oft.,Ver.3.290(0)Oonoentrex 2001 All rights reserved.(PA-014 F3.20 P3,211 07420CL.LN 02.0VL) I 4. NOTAIIIAL Public .p �,.......• t.� ,,, ra,Public �'', ?. WR""i•1,1.4,41 'St2tq of Pennsylvania d t,f'+}it s"✓r=!•� ,;f lr'„+0V f3Cof Ct Orn'rLd ty ofn C0l(tlhn nbofrfl iacn e d f or the recording of Deeds ;.t ^w , x +�+ rt • ,,.+: r S ' • e3 ,• . .; 4ZVFK't•',o•• • AOa: • i Hl ' •• . .: r�.; • Rook 14. u ; rftfgUlo,lA tyl . ., .�!� .'Yl lt,ft) ,II V �y�: �f...' r;:" �.T : ..< y hand an ,I f g �r 110,' 4N,v a �''> `-' �`;Carlisle,PAthis—` 0fy.of o � 6�l � p ` t4-eket.r' e der EXHIBIT D 15 #1985353 v. 1 • • • PROMISSORY NOTE ` �..y...•...;....K,�.'w.::...iyal..�....x^.�nn�,r...:+::^µv�•..x..w: w:'x n^:"a"{"w�V:."..:_^,w.;':**:..:.;•.v......w�,JS`a,:�c°'v,m;x v`ny.o-i\. l,�...n.'w v{:.n5.....'..,"«+r:.�,:v r":.':`. , "°'. Y! . F 'it ......t«.'..Y A�-i.}.�,V�."�"'iv.' ,y�My�t�y? ^�"$'u•`ry.r � o ;. 'Y,.. N. t„; ,F y g».Po,*��?v ut.x .y[ i: : ;a MOP 7411 400.::A t y� twa' x a w? °w t0� O w Nx & 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 1. 1188 Greenfield Drive SEVEN GABLES OFFICE Mechanicsburg,PA 17055 77 EAST KING STREET P O BOX 250 SHIPPENSBURG,PA 17257 Principal Amount: $640,000.00 Initial Rate: 6.250% Date of Note: July 8, 2008 Maturity Date: July 8,2019 PROMISE TO PAY. Gurugovind,LLC("Borrower")promises to pay to ORRSTOWN BANK("Lender"), or order,in lawful money of the United States of America,the principal amount of Six Hundred Forty Thousand&00/100 Dollars($640,000.00)or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the data of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the Index,Borrower will pay this loan in accordance with the following payment schedule: 12 monthly consecutive interest payments, beginning August 8, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 48 monthly consecutive principal and interest payments in the initial amount of $7,216.11 each, beginning August 8, 2009, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum;71 monthly consecutive principal and interest payments in the initial amount of$6,959.15 each,beginning August 8, 2013,with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime(currently 5.000%),resulting in an initial interest rate of 5.000%; and one principal and interest payment of 98,959.24 on July 8,2019,with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 5.000%), resulting in an initial interest rate of 5.000%. This estimated final payment is based on the assumption that all payments Will be made exactly as scheduled and that the index does not change;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid Interest;then to principal;then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis;that is,by applying the ratio of the annual interest rate over a year of 380 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, IS) Increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments,•and (DI''Continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Upon prepayment of this Note,Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five(5) years, the Borrower shall be assessed against the amount prepaid, a five percent(5.00%) prepayment penalty. The assessment percentage shall decrease one percent(1.00%)per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial Institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments.. Except for the foregoing,Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not,unless agreed to by Lender in writing,relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result In Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment,Lender may accept it without losing any of Lender's rights under this Note,and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,including any check or other payment instrument that indicates that the payment constitutes"payment in full" of the amount owed or that is tendered with other. conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG,PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margit will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However,in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. • PROMISSORY NOTE + . Loan N o: 2 6 475889002 (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(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,Lenders 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 Vial 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 620.00 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. (El 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 (8) cracked 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(2701 days of the Borrower's fiscal year end,the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender Increasing the interest rate charged on this Note. OVERORAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available collected balance in the account(s).. • • PROMISSORY NOTE i 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 inaccuracylies)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 BORROWERS 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 / By: agcr'j.A2M giSeai) By:'. A:6l a o' :' . c . (Seal) `avin K. 'a M:mbar of Gurugovind, iffr •" t K.P e,Member .f ur a ovind, C car'. 2`"ct 'W! q.............µt j' 2,}vgoX, �. .. a#I c� (&sail ek�3 #£ Seal} By: .... b • Ma • I .tel,Member o Gurugovind, C KanJibf^al R. e, yn•er o Gurugovind.LLC --_— LASER►A04••S.S•V.6..00.000 Cop.None nueeW SeYWn.Ma 17801:1005. NRgnu MVM1. .M.:■CinV1blose 1.10107 sal • ; PROMISSORY NOTE • N,H.:.:.,a•,.y:�:. .•,.. ,- .tiway uax ....;.,.,,. i't; s•.v.:'• ;. • .e yy�•"si�}y-.".N;M,:al...,...«:��'I��:}•'�. ;:a. „••,� .,,..a . . ' . . .'"..e,,-„`.�r.et:.:'.::.x-:.a.lh',.�V •YI�,i,u;v'ri vx','.Y•:..v'_�:<:s N :_3f.aM-4,-.._� «x wwo»av vXwa ' wy . ' Py ;� ; :icttW EnM4 affir.01. tt.�e.. " rc fi t ;x 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 SH1PPENSBURG,PA 17257 • Principal Amount: $5,110,000.00 initial Rate: 6.250% Date of Note: July 8, 2008 Maturity Date: July 8,2029 PROMISE TO PAY. Gurugovind, LLC("Borrower")promises to pay to ORRSTOWN BANK("Lender").or order,in lawful money of the United States of America,the principal amount of Five Million One Hundred Ten Thousand&00/100 Dollars($5.110.000.00)or so much as may be outstanding.together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 12 monthly consecutive interest payments, beginning August 8, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 48 monthly consecutive principal and interest payments In the initial amount of $37,625.94 each. beginning August 8, 2009, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per annum; 191 monthly consecutive principal and interest payments in the initial amount of $34,511.45 each,beginning August 8, 2013, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 5.000%), resulting in an initial interest rate of 5.000%;and one principal and interest payment of$34,510.64 on July 8, 2029,with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 5.000%). resulting in an Initial interest rate of 5.000%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts under this Note: Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest: then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis;that is,by applying the ratio of the annual interest rate over a year of 360 days,multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which Is the Wall Street Prime(the"Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The index currently is 5.000% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein In the"Payment"section. Notwithstanding any other provision of this Note, after the first payment stream, the Interest rate for each subsequent payment stream will be effective as of the last payment date of the Just-ending payment stream. NOTICE: Under no circumstances will the Interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. • PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default),except as otherwise required by law. Upon prepayment of this Note.Lender Is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five(5)years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shall decrease one percent(1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended.Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due.Early payments will not,unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result In Borrower making fewer payments. • Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse". or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK,77 EAST KING STREET,P.O. BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However.in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation, covenant or condition contained in this Note or in • • Loan No: 26475889001 PROMISSORY NOTE 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 ail sums owing on the indebtedness against any and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. • COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated July 8, 2008, to Lender on real property described as"Real Property located at 4900 and 4930 Woodland Drive, Enola,PA .17025"and located In Cumberland County,Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property described as"Real Property located at 4900 and 4930 Woodland Drive, Enola, PA 17025"and located in Cumberland County,Commonwealth of Pennsylvania. (C) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard, Mechanicsburg,PA 17050"and located in Cumberland County,Commonwealth of Pennsylvania. (D) an Assignment of All Rents to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard, Mechanicsburg,PA 17050"and located in Cumberland County,Commonwealth of Pennsylvania. (E) inventory, chattel paper, accounts, equipment and general intangibles described in Commercial Security Agreements dated July 8, 2008. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Security Agreement and Mortgage and in the Agreement to Provide Insurance,all the terms and conditions of which are hereby incorporated and made a part of this Note. LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records,including daily computer print-outs. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any Other financial information,required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. If the Lender does not receive the required financial Information within two hundred seventy(270)days of the Borrower's fiscal year end,the Lender has the right to increase the interest rate charged on this Note by 0.25%, The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. • Loan No: 26475889001 PROMISSORY.NOTE(Continued) Page 3 OVERDRAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available collected balance in the account(s).. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG,PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note,to the extent allowed by law, waive presentment,demand for payment, and notice of dishonor. Upon any change in the terms of this Note,and unless otherwise expressly stated in writing,no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's security interest In the collateral;and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are Joint and several. If any portion of this Note is for any reason determined to be unenforceable,it will not affect the enforceability of any other provisions of this Note. CONFESSION OF.JUDGMENT. BORROWER HEREBY IRREVOCABLY .AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT.COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(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 • By: s 4:9 ` , . 8�Va '� �Seal! BY�a�_ .•. •s 4�:.'�«x *.`' (Seal) Navin K. ' tel, ember o Gurugovin•,LLC Fa I :nt K. •,tel,Member•f r govind,LLC By k ii ,4 Seal) BY :-i t €A � sa -�#',.. •: .'(Seal) Ma •J K.Pate Member of urugov nd,LLC Kanjib al •.Patel,M • r of urugovin•,LL IASi4 P1101•n6.4.V.,.0.e0.00.0W Co1,.NY4M fY1Me41 Se2elees M.1997;2004. A41191 b 4ewv,1. .PA.CAUSIA02O'C 7520105 PM•1 • • • 1l • p A 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 O BOX 260 SHIPPENSBURG,PA 17257 FOR RECORDER'S USE ONLY OPEN -END MORTGAGE AND SECURITY AGREEMENT (This Instrument Is an open-and mortgga.g a and secures future advances pursuant to 42 Pa. C.S. §§8143 and 8144,Act No. 126 of 19901 Amount Secured Hereby: 8640,000.00 THIS MORTGAGE dated July 8, 2008, Is made and executed between Had-Ram, Into.,whose address is 1188 Greenfield Drive,Meohanlosburg, PA 17065(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, end ways; all easements, rights of way, ail liberties, privileges, tenements, heredltements,end 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); end all other rights, royalties,and profits relating to the real property,including without limitation all minerals,oil, 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 17050. CROSS-COLLATERALIZATION. in addition to the Note,this Mortgage secures all obligations,debt;end liabilities,plus Interest thereon,of either Grantor or Borrower to Lander,or any one or more of them,as well as all dal=by Lander •19TOwer and Grantor or any one or more or mem,wnetner now existing a nereanar arising,wnetnar ramtea or unrelated to the purpose of the Note,whether voluntary or otherwise,whether due or not due,direct or indirect, determined or undetermined,absolute or contingent,liquidated or unliquldated,whether Borrower or Grantor may be liable IndivlduaNy or jointly with others,whether obligated as guarantor,surety,accommodation party or otherwise,end 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 end 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 end Rents. THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS GIVEN TO SECURE IA) PAYMENT OF THE INDEBTEDNESS AND (BI 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.deficienoy" ( low, or any other low 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 deficlanoy,before or after Lender's commencement or completion of any foreclosure action,either Judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: le) this Mortgage is executed at Borrower's request end not et the request of Lender; (b)Grantor has the lull power,right,and authority to enter Into this Mortgage end to hypothecate the Property; Ic)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: Id)Grantor has established adequate means of obtaining from Borrower on a continuing basis Information about Borrower's financial condition; and fel 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 shell bo governed by the following provisions: Possession and Use. Until the 000urrenca of an Event of Default,Grantor may ill remain In possession and control of the Property; (21 use,operate or manage the Property;and (31 oollsct the Rents from the Property. MORTGAGE (Continued) Page 2 Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements,end 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; (21 Grantor has no knowledge of,or reason to believe that there has been,except se previously disclosed to end acknowledged by Lender In writing, (a) any breech or violation of any Environmental Laws, lb) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on,under,about or from the Property by any prior owners or occupants of the Property,or lo) 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, le) 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 (id any such activity shall be conducted In compliance with all applicable federal, state, and local laws, regulations end ordinances, including without limitation all Environmental Laws. Grantor authorizes Lander and its agents to enter upon the Property to make such inspections end 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 port of Lander to Grantor or to eny other person. The representations and warranties contained herein era based on Grantor's due diligence In investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for Indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under any such laws;and (2) agrees to Indemnify,defend,and hold harmless Lander against any and all claims,losses, liabilities,damages,penalties,end expanses which Lender may directly or Indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal,release or threatened release occurring prior to Grantor's ownership or interest In the Property,whether or not the same was or should have been known to Grantor. The previsions of thle section of the Mortgage, Including the obligation to Indemnify and defend,shall survive the payment of the Indebtedness and the satisfaction and reoonveyance of the lien 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 shag 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 eny other party the right to remove,any timber,minerals(Including oil and gas),coal,clay,scoria,soli,gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the 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 end Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to Inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, end 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 end withhold compliance during any proceeding,Including appropriate appeals, so long as Grantor has notified lender In writing prior to doing so and so long as,In Lander's sole opinion,Lender's Interests In the Property ere not Jeopardized. Lender may require Grantor to poet adequate security or a surety bond,reasonably satisfactory to Lander,to protect Lender's interest. Duty to Protest. Grantor agrees neither to abandon or leave unattended the Property, Grantor shell do all other acts,In addition to those acts set forth above In this section,which from the character and use of the Property era asonabiy-na eeaserytoprotaet-a nd-preserve-the•Propo rty. DUE ON SALE•CONSENT BY LENDER. Loader may,at Lender's option,declare Immediately due and payable all sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any pert of the Real Property,or any interest in the Real Property. A"sale or transfer"means the conveyance of Real Property or any right, title or Interest in the Real Property;whether legal,beneficial or equitable;whether voluntary or Involuntary;whether by outright sale,deed,installment sale contract,land contract,contract for deed,leasehold interest with a term greater than three 13)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 en Interest In the Real Property. If any Grantor Is e corporation,partnership or limited liability oompeny,transfer also includes any change In ownership of more then twentyflve percent(26%)of the voting stock,partnership interests or limited nobility 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 pert of this Mortgage; Payment. Grantor shall pay when due land In all events prior to delinquency'all taxes,payroll texas,special taxes, assessments,water charges end sewer service charges levied against or on account of the Property,and shag pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shell maintain the Property free of any liens having priority over or equal to the Interest of Lender under this Mortgage, except for 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. It a lien arises or Is filed as a result of nonpayment,Grantor shell within fifteen(161 days altar the lion arises or,If a lien is flied, within fifteen(151 days after Grantor has notice of the fling,aeoure the discharge of the Ilan,or if requested by Lender,deposit with Lender wash or a sufficient oorporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys'fees,or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest,Grantor shell defend itself and Lender and shell 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 Lander 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 end assessments against the Property, • • MORTGAGE (Continued) Page 3 Notice of Construction, Grantor shell notify Lender at least fifteen(161 days before any work is commenced,any services are furnished,or any materials are supplied to the Property,If any mechanic's lien,rnaterloimon's lien,or other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. • PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: 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 ail 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 comprehensive general liability Insurance in such coverage amounts as Lander may request with Lander being named as additional Insureds In such liability insurance policies. Additionally,Grantor shell maintain such other insurance,Including but not limited to hazard,business Interruption and boiler Insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shell deliver to Lender certificates of coverage from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to 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 spaniel flood hazard area,Grantor agrees to obtain and maintain Federal Flood insurance,if available,within 46 days altar notice Is given by Lender that the Property Is located In a special flood hazard aroe,for the lull unpaid principal balance of the loan and any prior Ilene on the property securing the loan,up to the maximum policy limits set under the National Hood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Appllcetlon of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss If Grantor falls to do no within fifteen 1161 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 lien aflooting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor shall repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure,pay or reimburse Grantor from the proceeds for the reasonable coat of repair or restoration If Grantor fs not in default under this Mortgage. Any proceeds which have not been disbursed within 160 days after their receipt and which Lender has not committed to the repair or restoration of the Property shell be used first to pay any amount owing to Lender under this Mortgage,than to pay accrued Interest,and the remainder,If any,shall be applied to the principal balance of the indebtednese. 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 provision 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. It any proceeds Item the insurance become payable on loss,the provisions In title 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 then once a year,Grantor shall furnish to Lender a report on each existing policy of Insurance showing: (1) the name of the Insurer; 12) the rlaks Insured; (3) the amount of the policy; (4) the property Inured,the then current replacement value of such property,and the manner of determining that value;end IS) the expiration date of the policy. Grantor shell,upon request of Lender,have en independent appraiser satisfactory to Lender determine the cash value replacement coat 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 arty 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 shell not bo obligated to)take any action that Lender deems appropriate, Including but not limited to dlsohargIng or paying all taxes, (lens, security Interests, encumbrances and other claims, at any timo 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 front the date incurred or paid by Lender to the data of repayment by Grantor. All such expenses will b000me a part of the Indebtedness and,at Lender's option,will (Al be payable on demand: 18) be added to the balance of the Note and be apportioned among and be payable with any inateiiment 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 bo due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be In addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY:DEFENSE OF TITLE. The following provisions relating to ownership of the Property era a pert of this Mortgage: • Title. Grantor warrants that: fed Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those sat forth In the Real Property description or In the Existing Indebtedness section below or in any title Insurance policy,title report,or final title opinion Issued in favor of, and accepted by, Lender In connection with this Mortgage, end lb)Grantor has the full right,power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception In the paragraph above,Grantor warrants and will forever defend the tide to the Property against the lawful claims of all persona. In the event any action or proceeding is commenced that questions Grantor's title or the Interest of Lender under this Mortgage,Grantor shall defend the sotion et Grantor's expense. Grantor may be the nominal party in such proceeding, but LaMar shag 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 partldpation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,end regulations of governmental authorities. • • • • MORTGAGE (Continued) Page 4 Survival of Representations and Warranties. All representations,warranties,end agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage,shalt be continuing in nature,and shall • remain In full force end effect until such Urns as Borrower's Indebtedness shell be paid In full. EXISTING INDEBTEDNESS. The following provisions concerning Existing indebtedness are a pert of this Mortgage: Existing Lien. The lien of this Mortgage soothing the Indebtedness may be secondary and Inferior to en existing lien. Grantor expressly covenants and agrees to pay.or sea 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 mertgage or other security agreement whloh 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 ooneent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings are a pert of this Mortgage: Proceedings. If any proceeding in oondamnatlon is filed, Grantor shall promptly notify Lender in writing, and i 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 bo 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 end 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 le condemned by eminent domain proceedings or by • any proceeding or purchase in lieu of condemnation,Lender may at Its election require that ail 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 sward shell mean the award after payment of ell actual coats,expenses,and attorneys' fees Incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental texas,fees and charges era a part of this Mortgage: Currant Taxes,Fees and Charges. Upon request by Lender,Grantor shall execute such documents In addition to this Mortgage end take whatever other action Is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all texas, 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; (31 a tax on this type of Mortgage chargeable against the Lender or the holder of the Note;end (4) e specific tax on all or any portion of the indebtedness or on payments of principal and Interest made by Borrower. Subsequent Texas. If any tax to which this section applies Is enacted subsequent to the date of this Mortgage, this event shell have the same afford 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 (21 contests the tax as provided above In the Taxes and Liens section end deposits with Lander 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 era e part of this Mortgage: Security Agreement. This instrument shell constitute a Security Agreement to the extent any of the Property constitutes fixtures,end Lender shell have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. •sour ly nterest• •pen request•y anter, srantor a a to e w Meyer action is requested by Lender to perfect end continue Lender's security Interest In the Rents and Personal Property. in addition to recording this Mortgage in the reel property records,Lender may.at any time end without further sutherization from Grantor,file executed counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses Incurred In perfecting or continuing this security interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shell assemble any Personal Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor end Lender end make It available to Lender within three (3)days after receipt of written demand from Lender to the extant permitted by applicable leer. Addresses. The mailing addressee of Grantor (debtor) and Lender (secured party) from which information concerning the security Interest granted by this Mortgage may be obtained(each as requirred by the Uniform Commercial Code)are as stated on the first page of this Mortgage, FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions misting to further assurances and additional suthorizetbna ore a pert of this Mortgage: Further Assurances. At any time,end from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to be flied,recorded,relied,or rerecorded,as the case may be,at such times end In such offices and places as Lander may deem appropriate,any and all such mortgages,deede 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,continua,or preserve (1) Borrower's and Grantor's obligations under the Note,this Mortgage,and the Related Documents,and (2) the Ilene and security interests created by this Mortgage on the Property,whether now owned or hereafter acquired by Grantor. Unlace prohibited by low or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costa and expenses incurred In connection with the matters referred to in this paragraph. Additional Authorizations. If Grantor fells to do any of the things referred to in the preceding peregraph,Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lander to make,execute,deliver,file,record and do all other things as may be necessary or desirable, in Lander'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,end Grantor otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor o suitable I -- • • MORTGAGE (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 es determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following,at Lender's option, shall constitute on Event of Default under thla Mortgage: Payment Default. Borrower falls to make any payment when duo under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make arty payment for taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any lion. 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 Related Dootrnenta 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 Colletoratizetlon. 'this Mortgage or any of the Related Documents ceases to be in full force end effect (Including(allure of any collateral document to create a valid and perfected seourity interest or lien)at any time and for any reason. Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, the Insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by Judicial proceeding, selfhalp, 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 oppy if there Is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the oialm which Is the basis of the creditor or forfeiture proceeding and If Borrower or Grantor gives Lender written notice of the creditor or forleitura proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender,in Its sole discretion,as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any Installment of principal or any Interest on the Existing indebtedness is not made within tiro time required by the promissory note evidencing suoh Indebtedness,or a default occurs under the Instrument securing such Indebtednesa end le not cured during any applicable grace period In auoh 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.1121 months,It may be cured If Grantor,after receiving written notice from Lender demanding cure of ouch default: (I) cures the default within fifteen 116)days:or 121 If the cure requires more then fifteen(1E)days,Immediately Initiates steps which Lender deems In Lender's cola discretion to be sufficient to pure the default end thereafter continues end completes ell reasonable and necessary steps sufficient to produce complIsnoe as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender, at Lender's option,may exercise any one or more of the following rights and remedies,In addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right el its option, after giving such notices as required by applicable law,to declare the entire Indobtedness Immediately due and payable. UCC Remedies. With respect to all or any pert of the Personal Properly, Lender shag 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 end 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 I1119 right,Lander may require any tenant or other user of the Property to metro payments of rent or use fees directly to Lander. if the Rents era collected by Lander,then Grantor Irrevocably authorizes Lender to endorse Instruments received in payment thereof In the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,whether or not any proper grounds for the demand existed. Lander may exercise its rights under this subparagraph either In parson, 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 shell not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a Judicial decree foreclosing Grantor's Interest in all or any part of the Property. MORTGAGE (Continued) Page 0 Possession of tho 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 persona 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 undo( or through Grantor, for the recovery by Lender of possession of the Property,without any stay of exeoution,for which thin 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 arty prior writ or proceeding whatsoever. NonJudiciel Sale, If permitted by applicable law,Lender may foreclose Grantor's Interest in ell or In any part of the Personal Property or the Real Property by non-Judicial eels. 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 alter 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 Lender or the purchaser of the Property and shall,at Lender's option,either It) pay a reasonable rental for the use of the Property,or 12) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall hove 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,Lander shall ba free to sell all or any pert of the Property together or separately,In one sale or by separate sales. Lander shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sala. 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 sole or other intended disposition of the Personal Property Is to be made. Unless otherwise required by applicable law,reasonable notice shell moan notice given at least ten 110) days before the time of the sole or disposition. Any sole of the Personal Property may be mode in conjunotion with any seta of the Reel Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,alter Grantor's(allure 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 avallable to Lender following an Event of Default,or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor end/or Borrower and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys'Fees;Expanses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shag 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 tha extent not prohibited by law, all reasonable expenses Lender Incurs that In Lender's opinion ere necessary at any time for the protection of its Interest or the enforcement of Its rights shell become a part of the indebtedness payable on demand and shall beer interest et 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,Lander's reasonable attorneys'fees and Lander'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 atey or Injunction),appeals,and any anticipated post-judgment collection services, the coat of searching records, obtaining title repute (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. NOTJCES.—Ualeas_oeherwise_provided-by-applicable-law,-say-ratios-requlradio-4e-giverranderthls-Mortgage-ehelhbe given in writing, and shell be effective when actually delivered, when sotuety received by telefacaimlle (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,II mailed,when deposited In the United States mall,as first class,certified or registered mall postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage end notices pursuant to 42 Pa.C.S.A.Section 8143,et.sag.,shell be sent to Lander'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,speolfying 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,II 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 al advances made by Lender or Banks of any kind or • nature described in 42 Pa.G.S.A.§8144. (BI If Grantor sands a written notice to Lander 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 notion shall be ineffective as to any future advances made: 111 to enable completion of the Improvements on the Real Property for which the loan secured hereby was origin/11y made;(2) to pay texas, assessments,maintenance charges and Insurance premiums;(31 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 coats Incurred by Lender to protect and preserve the Property or the Ilen of this Mortgage. It is the Intention of the parties hereto that any such advance made by Lander after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgege 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 shell furnish to Lender,upon request,a certified statement of net operating Income received horn the Property during Grantor's previous fiscal year In such form and detail as Lander shall require. 'Not operating Income'shall mean all cosh receipts kern the Property lees all cash expenditures made in connection with the operation of the Properly. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and ere 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 end Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each end every Grantor,and ell references to Borrower shall mean each and every Borrower. This moans that each Grantor signing below is responsible for all obligations In this Mortgage. Where any one or more of the parties Is a corporation,partnership,limited liability company or similar entity,it Is not necessary for Lender to Inquire Into the powers of any of the officers,directors,partners,members,or other agents acting or purporting to act on the entity's behalf,and any obligations made or created In reliance upon the professed exercise of such powers shall be guaranteed under this Mortgage. No Waiver by Lander. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver Is given in writing and signed by Lander. No delay or omission on the pert of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict oompliance with that provision or any other provision of this Mortgage. No prior waiver by Lander,nor any course of dealing between Lander and Grantor, shell constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender In any Instance shall not constitute continuing consent to subsequent instances where such consent is required and In all asses such consent may be granted or withheld in the sole discretion of Lender. Sovereblfty. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal,Invalid,or unenforceable as to any circumstance, that finding shell not make the offending provision illegal, Invalid, or unenforceable as to any other circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, It shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceabtlity of any provision of this Mortgage shell 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 oI Lender in any capacity,without the written consent of Lender. Successor Interests. The terms of this Mortgage shell be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,and assigns,and shall be enforceable by Lender end Its successors and assigns. Time is of the Eaeenoo. Time is of the essence in the performance of this Mortgage. DEFINITIONS. The following capitalized words and terms shell have the following meanings when used In this Mortgage. Unless apaclfically 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,end the plural shall include the singular,as the context may require. Words end terms not otherwise defined in thin Mortgege*hell have the meanings ettrbuted to such terms In the Uniform Commercial Code: Borrower. The word"Borrower"means Gurugovind,LLC and Includes all oo.signers and co•mekers signing the Note and e6 their sucaesaors and assigns. Default The word"Default"means the Default net forth In this Mortgage In the section titled"Default". Environmental Lows. 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 limitadion the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9601,at seq.("CERCLA"1,the Suparfund Amendments end Reauthorization Act of 1906,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.B.C.Saotten 6901,at seq.,or other applicable state or federal laws,rules, or regulations adopted pursuant thereto. Event of Default. The words"Event of Default`mean any of the events of default sat forth in this Mortgage In the events of default section of this Mortgage. g n'..e•ness. 'a ' • •a a ng n•e. .naas mean a n.e•e.nesa 'escr.t' n sing ens provision of this Mortgage. Grantor. The word"Grentor"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 Subetenoae. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physloal,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'ere used In their vary broadest sense end Include without limitation any end all hazardous or toxic substances,materials or waste as defined by or listed under the Environmental Lawa. The term"Hazardous Substances"also includes,without limitation,petroleum and petroleum byproducts or any friction thereof and asbestos. Improvements. The word "Improvements" means all existing and future Improvements, buildings, structures, mobile homes affixed on the Reel 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 Rotated 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 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 shell relate back to the date of this Mortgage. Specifically,without limitation,Indebtedness Includes all amounts that may be indirectly secured by the Cross-Cohaterallzatlon provision of this Mortgage, Lender. The word"Lender"means ORRSTOWN BANK,Its successors and assigns. Mortgage. The word"Mortgage"means this Mortgage between Grantor end 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 data of the Note le July B,2019.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. • MORTGAGE • (Continued) Page 8 Personal Property. The words"Personal Property"mean all equipment,fixtures,and other articles of personal property now or hereafter owned by Grantor, end now or hereafter attached or affixed to the Real Property; together with all accessions,parts,and additions to,all replacements of, and all substitutions for,any of such property; and together with all proceeds (including without limitation all insurance proceeds and rotunda of premiums)from any sale or other disposition of the Property. Property. The word"Property"means collectively the Real Property and the Pereonel 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 end documents,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. Tho word"Rents" means all present and future rents,revenues,Income, issues, royalties,profits,end other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: HARI•RAM,INC. y Kaar •its '.Pate,' a ant o nor•ha„,in By'...'s.'d...a�.errak, .ni ? �.?:��.®�.iwsYa� Basil i' k- K.•-el,Vice Pro .ant• a•-Rom. no. ATTEST: INK ,,, ,, _ I� (Corporate Seal) 4 or't ry o ealstent Se.etary CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein le as follows; SEVEN GABLES OFFICE,77 EAST KING STREET,P 0 BOX 250•SHIPPENSBURG,PA 17257 Attorney or Agent for Mortgagee CORPORATE ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I SS COUNTY OF 4i)pf-I IA! I • •On this the B Ph day of ZIu L>' ,20 OF ,before me r(F C/i/ eh,b ,the undersigned otery Public,personally appeared-anjibhai R.Patel,Present of Herl•Rem,Inc.and Laxmiksnt K.Patel.Vice President of Heri-Ram.Inc.,who acknowledged themselves to be the ► President of Hori•Ram,Inc.and Vice President of Had-Ram,Inc.,of a corporation,and that they as such President of Hari•Ram.Ine,and Vics President of Harl-Rem•Inc..being authorized to do so,executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by themselves as President of Had-Ram,Inc.and . Vice Preeldent of Hari-Ram,Ina.. ` In witness whereof.I hereunto set my hand and official seal. , / COMMONWEALTH OF PENNSYLVANIA i NOTARIAL SEAL Notary Public In and for the State ot('.L41I1��Yll�� f . , MICHELLE ELLIOTT NOTARY PUBLIC VV a ', DERRY TOWNSHIP DAUPHIN COUNTY • MY COMMISSION EXPIRES JUNE 9,2011 • LASER PRO Landing,Var.b.40,00.003 Copr.Harland Financial Solutions,Inc.1997,200B. All Rights Reserved. - i PA c:\CFI\LPL\G03,FC TR•20107 PR-1 • EXIUBIT"A"—LEGAL DESCRIPTION OPEN-MORTGAGE AND SECURITY AGREEMENT FROM BARI-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 Beni 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 ftirther 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. I ._ • • j ROBERT P.ZIEGLER RECORDER 01?DEEDS ,4'1<.�,;_ . ,. ! CUMBERLAND COUNTY ' . 1 COURTHOUSE SQUARE � ,�•„ire, �;: CARLISLE,PA 17013 t`,,,t `'; ti' • „ 717-240-6370 n11 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 *Mortgagor-HART-RAM INC *Mortgagee-ORRSTOWN BANK *Customer-JAMES ET AL *FEES • STATE WRIT TAX $0.5o Certification Page STATE JCS/ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES — $21.50 RECORDER OF DEEDS This page AFFORDABLE HOUSING $1 S p g 1.50 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 RECORDER O D L+DS -Information denoted by as asterisk may change daring the verification process and may not be reflected on this page. 000VXD ill I III Ili 1I BI I lilt I I III Iii • 1/ 1Jt\ Parcel Identification Number: RECORDATION REQUESTED BY; ORRSTOWN BANK SEVEN GABLES OFFICE 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURO,PA 17257 WHEN RECORDED MAIL TO: ORRSTOWN BANK SEVEN GABLES OFFICE 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURO,PA 17257 FOR RECORDER'S USE ONLY • OPEN-END MORTGAGE AND SECURITY AGREEMENT (This Instrument Is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S. 55 8143 and 8144,Act No. 126 of 19901 Amount Secured Hereby; $5,110,00000 THIS MORTGAGE dated July 8, 2008, Is made and executed between Hard-Ram, Inc.,whose address Is 1188 Greenfield Drive,Meohanicsburg,PA 17055(referred to below as "Grantor") and ORRSTOWN BANK, 'whose address Is 77 EAST KING STREET, P 0 BOX 260, 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, allays, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditamonts,and appurtenances thereunto belonging or anywise made appurtenant hereafter,end the reversions and remainders with respect thereto;all water,water rights,watercourses end ditch rights(Including stock in utilities with ditch or Irrigation rights);and all other rights, royalties, and profits relating to the real property including without limitation all minerals,oil,gas,geothermal and similar matters,(the"Real Property")located in Cumberland County,Commonwealth of Pennsylvania: See attached The Real Property or Its address is commonly known as 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 an one or more of them,as well as all claims Lender ra nit 'orr• at an. ran o or any one or more c t em,w at er now ex at ng or area ter ar s ng,w at er 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 unllquldeted,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,tide,and Interest In and to all present and future leases of the Property and ell 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 (BI PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives ell rights or defenses arising by reason of any one action`or'antl-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 alter Lender's commencement or completion of any foreclosure action,either Judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES, Grantor warrants that: is) 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; Id)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; Id)Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and 1e) 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 ell Indebtedness secured by this Mortgage es 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 end control of the Property; 12) use,operate or manage the Property;and (3) collect the Rents from the Property. MORTGAGE (Continued) Page 2 Duty to Maintain, Grantor shag mofntoln the Property in tenantable condition and promptly perform all repairs, replacements,and maintenance necessary to preserve Its value, Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (11 During the period of Grantor's ownership of the Property,there has been no use,generation.manufacture,storage,treatment,disposal, release or threatened release of any Hazardous Substance by any person on,under,about or from the Property; (2) Grantor has no knowledge of,or reason to believe that there has been,except es previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Lowe, lb) any use, generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance on,under,about or from the Property by any prior owners or occupants of the Property,or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters;and (3) Except es previously disclosed to end acknowledged by Lander In writing, (a) neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous Substance on,under,about or from the Property;and tbl any such activity shell 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 Inspeotions and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this:motion 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 parson. The representetione and warranties oontalned herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (11 releases and waives any future claims against Lender for Indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under any such laws;end (2) agrees to Indemnify,defend,and hold harmless Lender against any and ell claims,losses, liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use,generation,manufacture, storage, disposal,release or threatened release occurring prior to Grantor's ownership or interest In the Property,whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, Including the obligation to Indemnify and defend,shah survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien 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 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,play,scorie,soil,gravel or rock products without Lender's prior written consent. Removed of Improvements. Grantor shall not demolish or remove any improvements from the Reel Property without Lender's prior written oormant. 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 Reel 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 end conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shell promptly comply with all laws,ordinances, end regulations,now or hereafter in effect,of all governmental authorities applicable to the use or occupancy of the Property,Including without limitation,the Americana With Disabilities Aot. Grantor may contest In good faith any such law,ordlnanoe,or regulation end withheld compliance during any proceeding,including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so end so long as,In Lender's sole opinion,londer'a Interests In the Property are not Jeopardized. Lender may require Grantor to poet adequate security or a surety bond,reasonably satlafeotory 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:action t n n; .n• ,. :• . ,. reasons.y necessary to protect a 'preserve the'roperty. DUE ON SALE-CONSENT BY LENDER. Lender may.at Lender's option,declare immediately duo and payable ell sums secured by this Mortgage upon the sale or transfer,without Lender's prior written consent,of all or any part of the Real Property,or any Interest In the Real Property, A"sale or transfer'means the conveyance of Real Property or any right, title or Interest In the Real Property;whether legal,beneficial or equitable;whether voluntary or involuntary;whether by outright sale,dead,Installment sele contract,lend contract,contract for deed,leasehold Interest with a term greater than three(31 years,lease-option contract,or by sale,assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property,or by any other method of conveyance of an Interest In the Reel Property, If any Grantor Is a corporation,partnership or limited liability company,transfer also Includes any change In ownership of more than twenty-five percent(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 federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due(and In all events prior to dellnquenoyl 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 Ilene having priority over or equal to the Interest of Lander under this Mortgage, except for the Existing Indebtedness referred to in this Mortgage or those liens specifically agreed to In writing by Lender,and except for the lien of taxes and assessments not due as further specified In the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax,essesament,or claim in connection with a good faith dispute over the obligation to pay,so long es Lender's Interest In the Property Is not Jeopardized. If a Ilan arises or is flied as a result of nonpayment,Grantor shall within fifteen(151 days after the lien arises or,If a lien Is filed, within fifteen OM days after Grantor has notice of the thine,assure the discharge of tha lien,or If requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In an amount sufficient to discharge the lien plus any costs and reasonable attorneys'fees,or other charges that could accrue es a result of a foreclosure or sale under the lion. In any contest,Grantor shell defend itself and Lender and shell satisfy any adverse Judgment before enforcement against the Property. Grantor shall name Lender as on 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 Lender at any time a written • statement of the taxes and assessments egolnat the Property. MORTGAGE (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 Ilan,materlalmen's lien,or other lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the coat of such Improvements. PROPERTY DAMAGE INSURANCE. The following provisions rotating to insuring the Property era 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 lull Insurable value covering all improvements on the Real Property in on amount aui(loient to avoid application of any coinsurance clause,and with a standard mortgagee clause in favor of Lander. Grantor shell also procure and maintain comprehensive general liability Insurance In such coverage amounts as Lender may request with Lender being named as additional Insureds In such liability insurance policies. Additionally,Grantor shell maintain such other insurance,Including but not limited to hazard,business interruption and boiler Insurance as Lander may require. Policies shall be written by such Insurance companies and In suoh form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten(10)days'prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give euoh notice. Each insurance policy also shell include an endorsement providing that coverage In fever of Lender will not be impaired In any way by any act,omiselon or default of Grantor or any other person. Should the Reel Property be located in an area designated by the Director of the Federal Emergency Management Agenoy as a special flood hazard ores,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 a special flood hazard area,for the full unpaid principal balance of the loan end any prior pens on the property securing the loan,up to the maximum policy limits • set under the National Flood insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any lose or damage to the Property. Lander may make proof of loss If Grantor falls to do so within fifteen(16)days of the casualty. Whether or not Lender's security is impaired,Lender may,at Lender's election,receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of any Ilan 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 Lander. 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 end which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest,and the remainder,if any,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 Is In effect, compliance with the Insurance provisions contained In the Instrument evidencing such Existing Indebtedness shell constitute compliance with the Insuranoe provisions under this Mortgage, to the extant 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 then once a year,Grantor shall furnish 10 Lender a report on each existing policy of insurance showing: (11 the name of the insurer; 121 the risks insured; (31 the amount of the polley; (41 the property insured,the then current replacement value of such property,end the manner of determining that value;and (Si the expiration date of the policy. Grantor shall,upon request of Lender,have en Independent appraiser satisfactory to Lender determine the oath 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 env 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 shell not be obligated to)take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security Interests, encumbrances end 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 purpoaes wilt then bear Interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a pert of the indebtedness and,at Lender's option,wig (A) be payable on demand; (81 be added to the balance of the Note and be apportioned among end be payable with any Installment payments to become due during either (1) the term of any applicable Insurance policy;or (2) the remaining term of the Note:or (C) be treated as a balloon payment which will be due end 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 end remedies to which Lander 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 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 airier of all lions 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, end accepted by,Lender In connection with this Mortgage, end (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 avant any action or proceeding Is commenced that questions Grantor's dtie 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 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 compiles with all existing applicable laws,ordinance,and regulations of governmental authorities. MORTGAGE (Continued) Page 4 Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Mortgage shell survive the execution and delivery of this Mortgage,shall be continuing In nature,and shall remain in full force and affect until such time as Borrowers indebtedness shell be paid In full. EXISTING INDEBTEDNESS. The following provisions concerning Existing indebtedness are a part of this Mortgage: Existing Lion. The lion of this Mortgage securing the indebtedness may ba 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 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 nor accept any future advances under any suoh security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings ore a part of this Mortgage: Proceedings. If any proceeding In condemnation is flied,Grantor shell promptly notify Lender in writing, end 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 cause to be delivered to Lender suoh Instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Not Proceeds. If all or any pert of the Property Is condemned by eminent domain proceedings or by any proceeding or purchase In lieu of condemnation,Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the indebtedness or the repair or restoration of the Property. The net proceeds of the award shell mean the award after payment of all actual costs,expenses,and attorneys' fees incurred by Lender In connection with the condemnation. IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: Currant Taxes,Foos and Charges. Upon request by Lender.Grantor shell 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 texas, 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. Texas. The following shelf constitute taxes to which this section applies: 11) a specific tax upon this type of Mortgage or upon all or any pert of the Indebtedness secured by this Mortgage; 12) a specific tax on Borrower which Borrower is authorized or requited 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 ell or any portion of the Indebtedness or on payments of prinolpal and Interest made by Borrower. Subsequent Taxes. If any tax to which(hie section applies le enooted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default,end Lender may exercise any or all of Its available remedies for en Event of Default as provided below unless Grantor either (1) pays the tax before It becomes delinquent,or f2) 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 ere a part of this Mortgage: • Security Agreement. Thle Instrument shall oonetitute 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 Coda as amended from time to time. Security interest. Upon request by Lender,Grantor shall take whatever action is requested by Lender to perfect and continua Lender's seourity Interest In the Rents and Personal Property, In addition to recording this Mortgage in the real property records,Lender may,of any time end without further authorization from Grantor,file executed counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lander for all expenses Incurred In perfecting or continuing this security Interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor 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 Lander within three 131 days after receipt of written demand from Lender to the extent permitted by applicable taw. Addresses. The mailing addressee of Grantor (debtor) and Lender (secured party) from which Information concerning the security Interest granted by this Mortgage may ba obtained leech as required by the Uniform Commercial Code)era as stated on the first page of this Mortgage, FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute end deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee,and when requested by Lender,cause to be filed,recorded,rallied,or rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,arty end all such mortgagee,deeds of trust,security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may,in the sole opinion of Lander,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 f2) the liens 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 fells to do any of the things referred to In the preceding paragraph,Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or desirable, In Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shell 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 • MORTGAGE (Continued) Page G 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 lee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following,at Lender's option, shall constitute en Event of Default under this Mortgage: Payment Default. Borrower fella to make arty payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term,obligation,covenant or condition contained in this Mortgage or In any of the Related Documents or to comply with or to perform my term, obligation,covenant or condition contained In any other agreement between Lender and Borrower or Grantor. False Statements. Any warranty,representation or statement mode or furniahod to Lander 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 Collaterolizetion. 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 end perfected security interest or Ilene at any time and for any reason. Insolvency. 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 scouring 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 shell not apply If there Is a good faith dispute by Borrower or Grantor as to the validity or roosonableneee of the claim which Is the bards of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender,in Its sole discretion,as being an adequate reserve or bond for the dispute. Existing indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such Indebtedness,or a default occurs under the instrument securing such Indebtedness end Is not cured during any applicable greoe 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 breech 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 Inoompetent,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 foith believes Itself insecure. •g t to ure. any•a au t,of :r t an a•efeu t n payment a curable a • f Granter has not been given a not ce of a breech of the same provision of this Mortgage within the preceding twelve 1121 months,It may be cured If Grantor,after receiving written notice from Lender demanding cure of such default: (II cures the default within fifteen(161 days,or 12) It the cure requires more than fifteen(16)deye,Immediately Initiates steps which Lender deems In Lender's sole discretion to be sufficient to ours 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, et Lender's option,may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: 'Accelerate Indebtedness. Lender shall have the right at hs option, slier giving such nodcoa as required by 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 shall have all the rights end remedies of a secured party under the Uniform Commercial Code. Collect Rants. Lender shall have the right,without notice to Borrower or Grantor,to take possession of the Property end collect the Rents,Including amounts past due and unpaid,and apply the net proceeds, over and above Lender's costs,egoinet the Indebtedness. In Furtherance of this right,Lender may require any tenant or other user of the Property to make payments of rant or use tees directly to Lender. If the Rents are collected by Lender,then Grantor Irrevocably authorizes Lander to endorse instruments received in payment thereof in the name of Grantor and to negotiate the some end collect the proceeds. Payments by tenants or other users to Lander 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 tight 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 sole, and to collect the Rents from the Property and apply the proceeds, over and above the coat of the receivership,against the indebtedness. The receiver mey serve without bond if permitted by low. Lender's right to the appointment of a receiver shall exist whether or not tier 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 Of any port of the • Property. • MORTGAGE (Continued) Page 6 Possosslon 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 persona 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;end thereupon a writ of possession may be Issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Sale. If permitted by appiloabie 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. Doflolonoy Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to Lender after application of all amounts received from the exarctea of the rights provided in this section. Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property 1s sold as provided above or Lander 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 end shag,et Lender's option,either Ill pay a reasonable rental for the use of the Property,or (21 vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights end 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 end ell right to have the Property marshalled, In exercising its fights end remedies,Lender shall be free to sail 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 Sato. Lender shell give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after whloh any private sale or other intended disposition of the Personal Property la to be made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least tan(10) days before the time of the sale or dlapoaltlon. Any solo of the Personal Property may be made in conjunction with any eels of the Reel Property. • Efootlon of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage,after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shell be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default,or In any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor end/or Borrower and/or against any other co-maker,guarantor,surety or endorser and/or to proceed against any other collateral directly or Indirectly securing the indebtedness, Attorneys'Foos: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'fees at trial and upon any appeal. Whether or not any court ecdon Is involved, and to the extant not prohibited by law, all reasonable expenses Lender Incurs that In Lender's opinion are necessary et 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 of 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 gnoludlng efforts to modify or vacate any automatic stay or Injunction),eppoale,and any anticipated poet Judgment collection services, the cost of searching records, obtaining title reports (Including foreclosure reports), surveyors' reports, and appraisal fees end tale Insurance, to the extent permitted by applicable law. Grantor also will pay any court coats,in addition to all other sums provided by law. NOTICES. Ness otherwise .r.vid:. . ..b. . . .Ivan under thla MnrtgagasbelLbe given n writing, and shall be effective when actually delivered, when actually received by talefecalmlie (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 mall postage prepaid,directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 0143,at.seq.,shell be sent to Lender's address,as shown near the beginning of tile 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 ell 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 secures future advances made pursuant to the Note or Related Documents. Without limiting the foregoing,title Mortgage secures all advances made by Lender or Banks of any kind or nature described In 42 Pe.C.S.A.§8144. Kg 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 shell be Ineffective as to any future advances made: It) to enable completion of the improvements on the Real Property for which the loon secured hereby was originally made;121 to pay taxes, assessments,maintenance charges and Insurance premiums;13) for costs incurred for the protection of the Property or the lien of title Mortgage;14) 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 16) on account of any other costs Incurred by Lender to protect end preserve the Property or the Hen of this Mortgage. it la the Intention of the parties hereto that any such advance made by Lender after eny such notice by Grantor shall bo secured by the lien of this Mortgage on the Property. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender,upon request,o 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 mode In connection with the operation of the Property. Caption Headings. Caption headings In this Mortgage are for convenience purposes only and are not to bo used to Interpret or define the provisions of this Mortgage. MORTGAGE (Continued) Page 7 Joint and Beyond Liability. All obligations of Borrower and Granter under this Mortgage shall be joint end several, end all references to Grantor shell mean each and every Grantor,and all references to Borrower shell mean each end every Borrower. This means that each Grantor signing below Is responsible for ell obligations in this Mortgage. Where any one or more of the peruse 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 sot 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 shell not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shell 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 etriot compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender,nor any course of deelfng between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be Illegal, Invalid, or unenforceable as to any circumstance, that finding shall not make the Offending provision illegal, Invalid,or unenforceable as to any other olroumetence. II feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. if the offending provision cannot be so modified, It shall be considered deleted from this Mortgage. Unless otherwise required by law, the Illegality, invalidity, or unenforooebl8ty of any provision of this Mortgage shall not effect the legality,validity or enforceability of any other provision of this Mortgage. Merger. There shell be no merger of the Interest or estate created by this Mortgage with any other Interest or estate In the Property at any time held by or for the benefit of Lender In any opacity,without the written consent of Lender. Successor interests. The terms of this Mortgage shell be binding upon Grantor,and upon Grantor's heirs,personal representatives,successors,end 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 end terms shall have the following meanings when used In this Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shah moan amounts In lawful money of the United States of Amerlea, Words and terms used In the singular shell include the plural,end the plural shall Include the singular,as the context may require. Words end 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 Ourugovind,LLC and includes all co-signers and co-makers signing the Note end 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 Lowe" mean any and ell state, federal and local statutes, regulations and ordinances relating to the proteotlon of human health or the.environment, Including without limitation the Comprehensive Environmental Response,Compensation,end Liability Aot of 1980,as amended,42 U.S.C.Section 9601,at seq.I"CERCLA1,the Superfund Amendments and Reauthorization Aot 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 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 tho 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 desorlbed in the Existing Liens provision of this Mortgage. Grantor. The word"Grantor"means Harl•Ram,Inc.. Guarantor. The word "Guarantor' means any guarantor, surety, or accommodation party of any or all of the Indebtodneee. Guaranty. The word"Guaranty" means the guaranty from Guarantor to Lender,Including without limitation a guaranty of ell or pert of the Note. Hazardous Substances. The words "Hazardous Substances' mean materiels that,because of their quantity, concentration or physical,chemical or infectious cheracterIstIcs,may woes 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'era used In their very broadest sense and Include without limitation any end all hazardous or toxic substances,materiels 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 esbostoe. hnprovaments. The word "Improvements' means all existing and future Improvements, buildings, structures, mobile homes affixed on the Reel Property,facilities,additions,replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness'means all principal,Interest,and other amounts,costs and expanses payable under the Note or Related Documents,together with all renewals of, extensions of. modifications cf. consolidations of end substitutions for the Note or Related Documents end any amounts expended or advanced by Lender to discharge Grantor's obilgadone or expanses Incurred by Lender to enforce Grantor's obligations 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 whioh may be.created In the future shell relate back to the date of this Mortgage. SpeenB telly,without limitation,Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralizetlon provision of this Mortgage. Lender. The word'Lender"means ORRSTOWN BANK,its successors end assigns. Mortgage. The word"Mortgage"means this Mertgegs between Grantor and Lender. Note. The word"Note"means the promissory note dated July B,2008,in the original principal amount of $5,110,000.00 from Borrower to Lender, together with ell renewals of, extensions of, modifications oL refinancings of,oonsolidellons 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. MORTGAGE (Continued) Page 8 Personal Property. The words"Personal Property"mean all equipment, lixturea,and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions,parts,and additions to,all replacements of,end all substitutions for,any of such property; and together with ell proceeds (Including without limitation ell Insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word"Property"mesas collectively the Reel Property and the Personal Property. Real Property. The words"Real Property"mean the real property,interests and rights,es further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, soourlty agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and ell other instruments, agreements and documents, whether now or hereafter existing,executed In connection with the Indebtedness, Rents. The word"Runts"means all present and future rants,revenues,Income,Issues,royalties,profits, end other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE,AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: HARI-RAM,INC. By: ,.. k'=:ere„*ru..it"4 ,., t"t , Seal) Kanpb a R.Patel,Pre • nt of Had-Ram,Ina. BY:`. lk!..„�a �?. > ._�. ;• �.''s:• iSeail max.I n . al, Ice Pre •ant:1 Harl-Ram,Inc. ATTEST: (Corporate Seal)• r cry or- slstant Secret y CERTIFICATE OF RESIDENCE I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein la as follows: SEVEN GABLES OFFICE,77 EAST KING STREET.P 0 BOX 260,SHIPPENSBURG,PA 17257 Attorney or Agent for Mortgagee CORPORATE ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA )SS COUNTY OF —3)44-'94-110 1 On this,the gfih day of "MA), ,20 OP' ,before me l//e/•)h.n ,the undersigned Notary Public,personally appeared KanJibhai R.Patel Presl o�nt of Horl-Ram,life.and Laxmikant K.Patel,Vioe President of Herl-Rem.Inc.,who acknowledged themselves to be the President of Hari-Ram,Inc.and Vlce President of Heri-Rain,ins.,of a corporation,and that they as such President of Hari-Ram.Inc.and Vice President of Hart-Ram,Mo.,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 Harl•Ram,Inc.and Vfoa President of Hari-Ram,Inc.. ,( •.• In witness whereof.I hereunto sot my hand and cacial seal. ,Yfr N•.•, TH OF PENNSYLVANIA L(, .tr i! �, r COMMONWEAL- `•• t ` NOTARIAL SEAL ° ))+ i MICHELLE ELLIOTT NOTARY puBUW Lary Public In and for the State of Fdl�( / k,Y. :t! :r OCRRY TOWNSHIP DAUPHMI COUNTY .l MY COMMISSION EXPIRES JUNE B,2011 t LASER PRO Lending,Ver.6.40.00,003 Copr.Harland Financial Solutions,Inc.1897,2008. All Rights Reserved. • PA c:\CFI\LPL\G03.FC TR-20106 PR-1 • 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 Bast 154.76 feet to an iron pin; thence along the dividing line between Lots 3B and 4 on said plan North 88 degrees 04 minutes 49 seconds East 176.82 feet to an iron pin; thence along same North 76 degrees 10 minutes 52 seconds East 196.64 feet to a point at the western dedicated right of way line of Bent Creek Boulevard;thence along said dedicated right of way of Bent Creek Boulevard South 13 degrees 49 minutes 08 seconds East 250 feet to an iron pin,the place of BEGINNING. CONTAINING 2.652 acres. BEING further described as Lot 3B on the Final Subdivision Plan for Lots,2,3,and 4 for Bent Creek, prepared by Gregory L Condon,P.L.S.,dated December 20,1999 and with final revised date of February 3,2000 and recorded in Cumberland County Plan Book 80,Page 99. • ROBERT P.ZIEGLER RECORDER OF DEEDS �.. CUMBERLAND COUNTY .: ` �-`-- r .� 1 COURTHOUSESQUARE 1 •s; yy�s• CARLISLE,PA 17013 �,�� � � ,j iti'"' i; 7.17-240-6370 ! � q Et �. `a Instrument Number-200823383 Recorded On 7/9/2008 At 3:25:35 PM *Total Pages-10 *Instrument Type-MORTGAGE Invoice Number-24785 User ID-RAK *Mortgagor-HARI-RAM INC *Mortgagee-ORRSTOWN BANK *Customer-JAMES ET AL *PEES 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 PEE $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 4'74;1% 0, RECORDER O D L+DS *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 000VX9 �f IIIIIIIIfIIIIIIIIIIIIIII1 UCC Search Results CSC. CORPORATION SERVICE COMPANY' Date: 12/4/2013 To: Stradley Ronon Stevens(MidCap) From: Marisue Kueper Attn: Kyle Gibson 2600 One Commerce Square 801 Adlai Stevenson Drive Philadelphia,PA 19103 Springfield,IL 62703-4261 Ph:215-564-8703 Ph:(800)858-5294 EMail:kgibson @stradley.com Fx: (800)345-6059 Account: 375630 Clients Ref: 186687-0009 Search Type: UCC Summary by Debtor Name Order Entry State: Minnesota Jurisdiction: (S.O.S.) Order No: 82138913 SearchlD: 32587825 Thru Date: 11-22-2013 Total Records: 9 Results for: Minnesota Masonic Home North Ridge Search Criteria: mas horn Notes: The following similar names were found: MINNESOTA MASONIC HOME CARE CENTER MINNESOTA MASONIC HOME CLUSTER HOMES MINNESOTA MASONIC HOMES Minnesota is a central indexing state. Search results indicate findings for both state and county information,excluding fixtures. Search results in this jurisdiction include UCC records,Federal Tax Liens and State Tax Liens. Total cost of search:$44.00 Search Results: Id Filing Num Filing Cat Filing Date Expiration Date Debtor Name Secured Party 0001.001 200915815546 UCC 1 04/22/2009 04/22/2014 MINNESOTA MASONIC HOME THE BOELTER COMPANIES INC NORTH RIDGE 4200 N PORT WASHINGTON RD 11500 MASONIC HOME DRV GLENDALE,WI 53212- BLOOMINGTON,MN 55437- 0001.002 20091773109 TRM 10/16/2009 04/22/2014 0002.001 201018820647 UCCI 01/20/2010 01/20/2015 MINNESOTA MASONIC HOME US BANCORP NORTH RIDGE 1310 MADRID STREET 5430/5500 BOONE AVE N MARSHALL,MN 56258-4099 NEW HOPE,MN 55428- 0003.001 201018820661 UCCI 01/20/2010 01/20/2015 MINNESOTA MASONIC HOME US BANCORP NORTH RIDGE 1310 MADRID STREET 5430/5500 BOONE AVE N MARSHALL,MN 56258-4099 NEW HOPE,MN 55428- CSC makes no express or implied warranties,guarantees or representations related to this report's accuracy or completeness or regarding the public record data provided by its suppliers.CSC disclaims all liability for indirect,consequential,incidental or special damages related to this report.The customer's sole remedy for any error or omission is limited to a refund of the service fee. EXHIBIT E 16 #1985353 v.1 • Borrower Name: HARI 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 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 fN By: Name: Zachary M. ynn Title: SVP,SAG rector Special Assets Group Orrstown Bank Offering 1# 121210 Pool ii 100 Reference#06001 Inst. # 201305010 - Page 1 of 5 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 36-07-0459-074 - SILVER SPRING CCGIS REGISTRY 02/14/2013 BY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tax Parcel Identification No.: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 Nick zellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown'Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257(hereinafter referred to as"Assignor"),for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC,a Delaware limited liability company, its successors and assigns(hereinafter referred to as "Assignee" having an address of c/o Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.037 Loan Name:HARI RAM INC Loan Ref.:26359806001 Inst. # 201305010 - Page 2 of 5 Open - End Construction Mortgage dated January 17, 2001, executed by HARI RAM, INC,the grantor,to Orrstown 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,amended, supplemented,restated or modified(the "Mortgage"). The Mortgage covers the property described therein,less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Ref.:2510.037 Loan Name:HARI RAM INC Loan Ref.:26359806001 Inat. # 201305010 - Page 3 of 5 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this 611day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfoli LLC,a elaware limited liability company, ' • ne By: Name: R.Patterson Jackso Title: Authorized Signatory .rS i- 4-0 f te. of & e.G- Cr) Il?ajaa3 ACKNOWLEDGMENT�2 nS-tt-l..t_rriQ.n-i- STATE OF CALIFORNIA ) a 13 a 3.2(o B. ) SS: COUNTY OF ORANGE ) On this day of February, 2013, before me •ersonally appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio,L -, . Delaware limited liability company, Attorney-in- Fact for Orrstown Bank,a Pennsylvania b., 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 tha -y executed the same to be their free act and deed. WITNESS my hand .•• . icial seal. My com s'' lion expires: Name of Notary: A ' ._ codaekt,L... AMO Ref.:2510.037 Loan Name:HARI RAM INC Loan Ref.:26359806001 Inst. # 201305010 - Page 4 of 5 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 seal. ,,,o'34.0, LYNN MATTSON T4.7 Commission#1930475 g n; Notary Public-California z ]Z 'T Orange County )_ My Comm.Expires Mar 27,2015 (SEAL) ` - -- - ---- ----- - -- Notary Public Signature Inst. # 201305010 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS .::, ; ,f . . CUMBERLAND COUNTY , ',�4.�,°- ``=• '',,;�..". �• 1 COURTHOUSESQUARE ! .l � _ : •- —.;,.' ' ' Q ' z. ' -";rte �a CARLISLE, PA 17013 4.,.;.,b y.,f" . i. IV&Al s� 717-240-6370 `t a •� - YIP . -+� -- .eY^.7'v.NS!}"5:7'4 Instrument Number-201305010 Recorded On 2/14/2013 At 8:10:10 AM *Total Pages-5 *Listrument Type-ASSIGNMENT OF MORTGAGE Invoice Number- 129319 User ID-MSW *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 fo, ctr e , i ,,„__11,„.s.,.,- , N ,,.le,-4.4"7 7° ,70 4-, ('\ g ,i ROL"I 5. RECORDER OF DEEDS ,780 *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. it Inat. # 201305009 - Page 1 of 5 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 38-07-0459-074 - SILVER SPRING CCGIS REGISTRY 02/14/2013 BY DC it THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)236-0007 Cumberland County,State of Pennsylvania Tax Map No.or Tax Parcel Identification No.: 38-07-0459-074 I certify that the precise address of the Assignee is do Sabal Financial Group,L.P.,4675 MacArthur Court,Suite 1550,Newport Beach,CA 92660 . y N'- arzellone ASSIGNMENT OF ASSIGNMENT OF RENTS KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257 (hereinafter referred to as"Assignor"), for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company, its successors and assigns (hereinafter referred to as "Assignee" having an address of do Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.037 Loan Name:HARI RAM INC Loan Ref.:26359806001 II Inst. # 201305009 - Page 2 of 5 Assignment of Rents dated January 17,2001 (the"Assignment of Rents"),made by HARI RAM,INC, in favor of Orrstown Bank, recorded January 22, 2001,in Book 664,Page 909 in the Real Estate Records of Cumberland County, State of Pennsylvania("Real Estate Records"); Any notes and or other agreements evidencing the indebtedness and/or the obligations secured by the recorded loan documents indentified above; and Any and all other documents and instruments evidencing, securing and/or relating to the indebtedness and/or obligations secured by the recorded loan documents identified above. The Assignment of Rents covers the property described therein, less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Ref.:2510.037 Loan Name:HARI RAM INC Loan Ref.:26359806001 Inst. # 201305009 - 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 PortfoF ,LLC,a Delaware limited liability compan ,its A y-in-Fact By: Name: R.Patterson Jackson Title: Authorized Signatory 4 fo Power ACKNOWLEDGMENT I o rcJl .c O z of as 1 aor STATE OF CALIFORNIA ) riC(11/11.2t—. a0 130 2-6 3. SS: COUNTY OF ORANGE ) On this day of February, 2013, before me perso • ly appeared R. Patterson Jackson, as Authorized Signatory for Magnolia Portfolio,LLC, a D- : are limited liability company,Attorney-in- Fact for Orrstown Bank,a Pennsylvania banking • 'oration,known to me or proved to me on the basis of satisfactory evidence to be the persons • -. executed the foregoing instrument, and they thereupon duly acknowledged to me that they e -. ted the same to be their free act and deed. WITNESS my hand and officia ::al. My commission e. :' -s: Name of Notary: 4 J in if- i AMO Ref:2510.037 Loan Name:HART RAM INC Loan Ref.:26359806001 Inst. # 201305009 - Page 4 of 5 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 seal. v.d LYNN MATT50N Commission#1930475 gZ Notary Public•California (SEAL) z �•, orange County N ublic Signature 3_ _ _ _ _ MY Comm.Expires Mar 27,2 01 5 Inst. # 201305009 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS ,�, 14., CUMBERLAND COUNTY . *' - _-, .,-;;,,,,i.::.‹ 7 ,,C 1 COURTHOUSE SQUARE St),;::'' .1 _ 7 - x-i ;W'd CARLISLE, PA 17013 s ,. 717-240-6370 r1 Es °. Y ,,,,._. .,.i.f._. a :,, i i i..:; . :. 4.Instrument Number-201305009 Recorded On 2/14/2013 At 8:09:25 AM *Total Pages-5 *Instrument Type-ASSIGNMENT Invoice Number- 129318 User ID-MSW *Grantor-HARI RAM INC *Grantee-MAGNOLIA PORTFOLIO LLC *Customer-SIMPLIFILE LC E-RECORDING *FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $11.50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES COUNTY ARCHIVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $27.00 I Certify this to be recorded in Cumberland County PA ,_oc k RECORDER OF DEEDS ,7Ba *-Liformation denoted by an asterisk may change during the verification process and may not be reflected on this page. Borrower Name: GURUGOVIND,LLC ALLONGE This Allonge is made to that certain Promissory Note dated July 8, 2008 in the original principal amount of 5640,000.00 from GURUGOVIND, LLC to Orrstown Bank, together with all renewals, assignments, amendments,supplements,restatements and/or modifications. It is intended that this Allonge be attached to and made a permanent part of the above- referenced Note. Pay to the order of MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability company ("Assignee"), without recourse or representation or warranty, express, implied or by operation of law, of any kind and nature whatsoever, except as expressly provided in the Loan Sale Agreement dated December 20, 2012 (the "Sale Agreement"), between ORRSTOWN BANK., a Pennsylvania banking corporation, and Assignee, including, without limitation, the representations and warranties pursuant to Article VII of the Sale Agreement and the indemnification obligations and other covenants,rights and remedies therein. Executed effective as of December 20,2012. ORRSTOWN BANK,a Pennsylvania banking corporation By: Name: Zachary M ynn Title: SVP, SAG _ rector Special Assets Group Orrstown Bank Offering# 121210 Pool#100 Reference ti 89002 Borrower Name: GURUGOVIND,LLC ALLONGE This Allonge is made to that certain Promissory Note dated July $, 2008 in the original principal amount of$5,110,000.00 from GURUGOV1ND, LLC to Oirstown Bank,together with all renewals, assignments, amendments, supplements, restatements and/or modifications. It is intended that this Allonge be attached to and made a permanent part of the above- referenced Note. Pay to the order of MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability company ("Assignee"), without recourse or representation or warranty, express, implied or by operation of law, of any kind and nature whatsoever, except as expressly provided in the Loan Sale Agreement dated December 20, 2012 (the "Sale Agreement"), between ORRSTOWN BANK, a Pennsylvania banking corporation, and Assignee, including, without limitation, the representations and warranties pursuant to Article VII of the Sale Agreement and the indemnification obligations and other covenants,rights and remedies therein. Executed effective as of December 20,2012. ORRSTOWN BANK,a Pennsylvania banking corporation r By: Name: Zachary M. 61 n Title: SVP,SAG D or Special Assets Group Orrstown Bank Offering it 121210 Pool f! 100 Reference#89001 Inst. # 201305644 - Page 1 of 5 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 38-07-0469-074 - SILVER SPRING CCGIS REGISTRY 02/20/2013 BY DC THIS DOCUMENT PREPARED BY AND UPON RECORDATION,RETURN TO: ANDERSON,MCCOY&ORTA,P.C. 100 North Broadway,Suite 2600 Oklahoma City,OK 73102 Telephone: (888)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 do Sabal Financial Group,L.P.,4675 MacArthur Court,Suite 1550,Newport Beach,CA 92660 Nic rzellone ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstown Bank, a Pennsylvania banking corporation, having an address of 77 East King Street, Shippensburg,PA 17257(hereinafter referred to as"Assignor"),for value received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia Portfolio,LLC, a Delaware limited liability company,its successors and assigns(hereinafter referred to as "Assignee" having an address of do Sabal Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2510.145 Loan Name;GURUGOVIND LLC Loan Ref.:26475889002 Inat. $ 201305694 - Page 2 of 5 Open-End Mortgage and Security Agreement dated July 8, 2008, executed by Hari-Ram, Inc., the grantor, to Orrstown Bank, the Lender, recorded on July 9, 2008, as Instrument Number 200823387 in the Official Records of Cumberland County,State of Pennsylvania("Recorder's Office"), as the same may have been assigned, amended,supplemented,restated or modified(the "Mortgage"). The Mortgage covers the property described therein,less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL,BY ASSIGNOR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] AMO Ref.:2510.145 Loan Name:GURUGOVEND LLC Loan Ref.:26475889002 Inst. 11 201305694 - Page 3 of 5 IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this jl day of February,2013. ASSIGNOR: ORRSTOWN BANK,a Pennsylvania banking corporation By: Magnolia Portfoli,. LLC,a Delaware limited liability company, 72 . i r By: Name: R.Patterson Jackson Title: Authorized Signat ry ecorot d rn : 0lr30/ aoI3 ACKNOWLEDGMENT 'T-n S irt..rruz.re 4 -rn �o� 3o z6, & STATE OF CALIFORNIA ) SS: COUNTY OF ORANGE ) On this day of February, 2013, before me perso 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 core' :tion,known to me or proved to me on the basis of satisfactory evidence to be the persons who - 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 Ref.:2510,145 Loan Name:GURUGOVIND LLC Loan Ref.:26475889002 • 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 son, 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 Commission#1930476 z "?a f.:40. Notary Public-California 't .. 2 4-," i' Orange County ,�0`.�► (SEAL) My Comm.Expires Mar 27,2015 teary Publi'Sign ure _ T • Inst. N 201305644 - Page 5 of 5 ROBERT P. ZIEGLER RECORDER OF DEEDS ) . CUMBERLAND COUNTY - �* , 1 COURTHOUSE SQUARE r.c 11.1 �:`�_' t • CARLISLE, PA 17013 a' , sy��;F`*�t � �f 717-240-6370 b. cf .•- t''•p.!h •' 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 <-0 cu4e \4,0 RECORDER OF DEEDS /no *-Information denoted by an asterisk may change during the verification process and may not be reflected on this page. CSRTIPX D PRAYSRTY ID arrxrICATI0 ft3188A.3 38-07-0439-074 - SUM SPRING Cans RIGISTRI 02/20/2013 82 OC MS 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.:38-07-0454-074 I certify that the precise address of the Assignee is do Sabel Financial Group,L.P.,4675 MacArthur Court,Suite 1550,Newport Beach,CA 92660 • el6.°;1.0 k .Ilene ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT, Orrstvwn Bank, a Pennsylvania batuldng corporation,having an address of 77 East King Street, Shippensbtug, PA 17257(hereinafter referred to as"Assignor"),for value received,does by these presents; grant, sell,transfer,assign; convey and set over to Magnolia Port#olio,LLC,a Delaware limited liability company,its successors and assigns(hereinafter referred to as "Assignee" having an address of do Sa)l Financial Group, L.P., 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660, all of Assignor's right, title and interest in and to that certain: AMO Ref.:2310.144 Loan Names GURUGOVIND LLC Loan Ref.:26475889001 Opera-Em! Mortgage and Security Agreement dated July 8, 2008, executed by Hari-Ram, Inc., the grantor, to Orrstown Bank, the Lender, recorded on July 9, 2008,as Instrument Number 200823383 in the Official Records of Cumberland County,State of Pennsylvania("Recorder's Office"),as the same may have been assigned,amended,supplemented,restated or modified(the "Mortgage"). The Mortgage covers the property described therein,less and except any portion of the property previously released and/or reconveyed. TO HAVE AND TO HOLD the same unto said MAGNOLIA PORTFOLIO, LLC,ITS SUCCESSORS AND ASSIGNS. THIS ASSIGNMENT IS MADE WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WRITTEN OR ORAL, BY ASSIGNOR,. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) • AMO Ref.:2510.144 Lam Name:GURUGOVI D LLC Loan Ref:26475889001 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 Pont' li.o, LLC,a Delaware limited liability company, ' Att -i By: Name: R.Patterson Jacks Title: Authorized Signatory r Y ecrouxi cry ; of Igo 1a013 ACKNOWLEDGMENT -C"Savt4IPI-La lr• STATE OF CALIFORNIA } gel r* a } 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 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: • (4_4. CILAt...LN, AMO Rcf.:2510.144 Loan Narnc:GURUGOVIND LLC Loan Rc.:26475889001 State of California ) County of Orange ) On February , 2013,before me, Lynn Mattson,Notary Public, personally appeared R. Patterson Jackson, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. .. WITNESS my hand and official seal. °"``,._ LYNo r ::M1 Commis:ion#1930475 z a`� � Notary Publk•Catltornta �` SC.t,,lvr Orange County - Cnmm.fx fret luar 27,2015+ i'L► - (SEAL) No Public Signature ..,,- ROBERT P. ZIEGLER RECORDER OF DEEDS •e' w-. ,r� CUMBERLAND COUNTY BAs 4'• 1 COURTHOUSE SQUARE .,...1,0!...1::,,;,,,,„ : .• ?'; CARLISLE, PA 17913 H 'i 717-240 6370 r ' 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 II)- KW *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 TEE $3.00 TOTAL PAID $50.50 I Certify this to be recorded in Cumberland County PA 'cf? - ..1% .4.--A-41-4,74° "74-'• 0 4. RECORDER OF DEWS •-luforrnatton denoted by an•asterisk may Change during the yartfbadfou process and may not be reflected oo this page. EXHIBIT F 17 #1985353 v. 1 About Us-Montclair Hotel Investors Page 1 of 1 ° tome cVtc p Management 'earl ute "HY ato;.3 €nt. Put About Montclair Montclair Hotel Investors is a hotel investment and management company based in suburban Chicago. Montclair assists institutions in achieving their hotel real estate investment goals by developing a unique client partnership characterized by mutuality of interests, integrity and core competence. Our team of investment,hotel management, and service professionals brings financial expertise, tempered by experience,for investment decisions consistent with each client's objectives. The managing partners of Montclair are Dennis Langley and Peter Cyrus,who have managed hotel portfolios with values in excess of $3 billion. These investments include the management and ownership of numerous prominent golf and hospitality investments including the Boca Raton Resort and Club, the Arizona Biltmore, the Westin Maui, RockResorts, the Four Seasons Las Colinas (Dallas), the Lansdowne Conference Resort (Washington DC) and the Hyatt Grand Champions (Palm Desert, CA), as well as mid-market properties including a portfolio of 24 Holiday Inns. In 1991, the firm's principals directed the sale of the two golf courses at the Westin Kauai (not including the hotel) to Shinwa Golf for $250 million. In early 1995, Langley and Cyrus formed Montclair for the purpose of acquiring and managing hotels. Montclair has delivered outstanding returns to its investors to date, and is well capitalized to continue to selectively seek attractive hotel investment opportunities. Contact 11IOM.E Copyright: f;%201:3 - Montclair Hotel Investors-All Rights Reserved http://www.montclairhotels.com/about.asp 12/5/2013 Management Team - Montclair Hotel Investors Page 1 of 3 � , Marne � 5flt� r gout Montclair Montclair Executives: Management Team Peter CVIUs Dennis Langley Dennis Lai ig Managing Partner dla glleN @montclairhotels.com Ata Kashanian Scott Warren In 1995, Dennis Langley co-founded Montclair Hotel Investors for the purpose of owning and managing hotel Richard Roller properties. Since then, Montclair has been involved in numerous hotel investments and managed hotels bearing Joe thus brands such as Hilton, Doubletree, Courtyard, Crowne Plaza, InterContinental, Embassy Suites, Radisson, SpringHill Suites, Holiday Inn, Holiday Inn Express and Country Inn & Suites. Currently, Montclair either owns, manages or asset manages fifteen hotels. Dennis began his career in the hotel industry with Westin Hotels and Resorts. He served on the corporate staff as Assistant to the Chairman and focused on strategic issues which included the corporate name change from Western International Hotels to Westin Hotels and Resorts. Following his tenure on the corporate staff, Langley performed in a number of diverse field positions, beginning as manager of the landmark Space Needle Restaurant in Seattle. He subsequently served as Director of Food & Beverage at the Westin Seattle followed by assignments as Executive Assistant Manager of the Westin Galleria in Houston and as Resident Manager of the Arizona Biltmore, an internationally renowned destination resort. Following his graduation from Cornell University, Dennis served in the United States Army, initially as a paratrooper and subsequently performed a tour of duty in Vicenza, Italy as manager of the Officers Club and NCO Club. Immediately prior to his departure from the Army with the rank of Captain, he was named the top club manager for all Army facilities and was awarded the Army Commendation Medal. 'top of page http://www.montclairhotels.com/dlangley.asp 12/5/2013 CORPORATE PROFILE Montclair Hotel Investors Montclair Hotel Investors, Inc. 2801 Lakeside Drive Suite 208 Bannockburn,Illinois 60015 Tel 847-457-3900 Fax 847-457-3901 MONTCLAIR HOTEL INVESTORS About Montclair Montclair Hotel Investors is a hotel investment and management company based in suburban Chicago. The managing partners of Montclair are Dennis Langley and Peter Cyrus, who have managed hotel portfolios with values in excess of$3 billion. These investments include the management and ownership of numerous prominent golf and hospitality investments including the Boca Raton Resort and Club, the Arizona Biltmore,RockResorts,the Four Seasons Las Colinas(Dallas),the Lansdowne Conference Resort (Washington DC) and the Hyatt Grand Champions (Palm Desert, CA), as well as mid-market properties including a portfolio of 24 Holiday Inns. In 1991, the firm's principals directed the sale of the two golf courses at the Westin Kauai (not including the hotel)to Shinwa Golf for$250 million. In 1995,Langley and Cyrus formed Montclair for the purpose of acquiring and managing hotels. Montclair's current management portfolio is as follows: Hotel City Rooms 1. Doubletree Reid Park,Tucson Tucson,AZ 296 2. Crowne Plaza SFO,San Francisco San Francisco,CA 310 3. Holiday Inn Walnut Creek Walnut Creek,CA 156 4. Holiday Inn Concord Concord,CA 198 S. Holiday Inn Sacramento Northeast Sacramento,CA 230 6. Embassy Suites Lakefront** Chicago,IL 457 7. Holiday Inn St Paul East St Paul,MN 195 8. Mt Airy Golf Club Tannersville,PA - 9. Holiday Inn Express Nashville Nashville,TN 287 10. Radisson Paper Valley Hotel Appleton,WI 392 11. Holiday Inn Neenah Riverwalk Neenah,WI 107 Total Rooms 2,628 **Asset Management In addition to its hotel management business,Montclair has played a significant role in the following hotel real estate transactions: • Indian Lakes & Nordic Hills - In late 1995, Montclair Hotel Investors, in partnership with a Dallas based Olympus Real Estate Corporation, acquired Indian Lakes Resort in Bloomingdale, Illinois and Nordic Hills Resort in Itasca, Illinois. Indian Lakes is a 308-room hotel with 36 holes of golf and extensive meeting facilities and resort type amenities. Nordic Hills is a 220-room hotel with an 18- hole golf course and also features extensive meeting facilities and resort type amenities.In addition to its ownership interest, Montclair Hotel Investors manages the properties. In 1996, Montclair implemented a $6 million renovation program for these two resorts. Olympus/Montclair's combined acquisition and renovation cost totals$41 million. In 1999,the resorts had NOI of$7.3 million net of all fees and FF&E reserves. • Loews House of Blues Hotel-In 1996,Montclair Hotel Investors was retained by Mark IV Realty as development advisor in regard to Mark IV's redevelopment of Chicago's famed Marina City into a mixed-use facility including a hotel. Montclair assisted Mark IV in the formulation and execution of a redevelopment plan that resulted in the sale of the theater building to House of Blues and the execution of restaurant leases with Smith & Wollensky and Bin 36. In January 1997, Nomura purchased the majority interest in the balance of the project,including the hotel. Nomura and Mark IV have retained Montclair Hotel Investors in an asset management capacity for the Loews House of Blues Hotel. This 370-room hotel opened in the fall of 1998. MONTCLAIR HOTEL INVESTORS • Hard Rock Hotel - In 1998, Montclair again joined forces with Mark IV Realty to serve as development advisor for the conversion of Chicago's historic Carbon& Carbide Building(230 North Michigan Avenue) into the Hard Rock Hotel. The Hard Rock Michigan Avenue has 386 guestrooms and 20,000 SF of meeting space. The Hotel opened in January of 2004. • Wisconsin Portfolio - In November of 1997, Montclair and Olympus Real Estate formed a partnership to acquire a portfolio of three Wisconsin hotels located in Appleton,Oshkosh and Neenah. The portfolio has 700 rooms and is comprised of one four star hotel and a pair of three star hotels. The 400-room Radisson Paper Valley Hotel in Appleton is one of Wisconsin's largest convention hotels and has 32,000 square feet of meeting space including a 12,000 SF ballroom. In 1998,the hotel was named "Wisconsin's Service Business of the Year". The Valley Inn in Neenah has 107 rooms and 11,000 SF of meeting space. The Pioneer Inn & Marina in Oshkosh is located on the shore of Lake Winnebago and has 200 rooms and 15,000 SF of meeting space. Montclair and Olympus spent $4 million in renovation during the initial year of its ownership. Montclair Hotels Investors manages the properties. Olympus/Montclair's combined acquisition and renovation investment totals $35 million. Since the date of the acquisition,NOI for the portfolio has averaged$4.5 million per year. • Embassy Suites River East - River East LLC and its principal, Dan McLean, selected Montclair as asset manager and development advisor for a 458 room Embassy Suites in downtown Chicago. The hotel is part of a major mixed-use development, which occupies a full city block. River East Center includes the all suite hotel(with a 7,000 SF ballroom), a 24 screen AMC Cinema, a 28,000 SF Barnes and Noble Superstore, a 25,000 SF Bally Fitness Center, a 54 story residential apartment tower, several other retail users and restaurants, and a 1600 car underground parking garage. The Embassy Suites opened in August 2001. • Sale of Indian Lakes&Nordic Hills-During the year 2000,Montclair and Olympus sold its interest in Indian Lakes and Nordic Hills. The partnership had acquired the hotels in late 1995 and the acquisition price plus the renovation totaled$41 million. The partnership sold the assets for a total of $60 million,enabling Olympus to realize a 29%internal rate of return over a five year hold period • Shubert Theater Hotel - In January 2002, Montclair entered a joint venture with the Nederlander Organization and Northern Realty to develop and manage a 128 room, limited service hotel in the historic Majestic Building which houses Chicago's famed Shubert Theater. Construction will commence in the fourth quarter of 2004 with a projected opening by year-end 2004. • Holiday Inn Express - Nashville Downtown —In November 2002, Montclair, in partnership with Oaktree Capital Management,acquired the 285 room Ramada Hotel in downtown Nashville,TN. The hotel was extensively renovated and converted to a Holiday Inn Express in October of 2003. • Oaktree Capital Hospitality Portfolio — In the summer of 2003, Oaktree Capital Management retained Montclair to manage a portion of its hospitality portfolio. Montclair assumed management of these assets in September of 2003. These properties include: Crowne Plaza San Francisco 310 Rooms Burlingame,CA Holiday Inn Sacramento 230 Rooms Sacramento,CA Holiday Inn Walnut Creek 156 Rooms Walnut Creek,CA Holiday Inn Concord 200 Rooms Concord,CA Mount Airy Golf Club 18 Hole Golf Course Tannersville,PA Montclair has delivered outstanding returns to its investors to date, and is well capitalized to continue to selectively seek attractive hotel investment opportunities. MONTCLAIR HOTEL INVESTORS EXPERIENCE IN THE LODGING AND LEISURE INDUSTRY Prior to the formation of Montclair Hotel Investors, its Principals directed or played a key role in the following transactions: Portfolio Transactions Project Assignment Amount National Hotel Partners Recapitalization and individual asset sales $400 Million of 24 hotels Holiday Inn Portfolio Portfolio Sale of 10 hotels $ 160 Million Crown Sterling Suites Recapitalization of Portfolio of $450 Million 16 hotels Individual Asset Transactions Project Assignment Amount Hyatt Key West Development $18 Million Lansdowne Conference Center Development $60 Million Westin Maui Development $210 Million Westin Kauai Development $250 Million Hyatt Suites Chicago Development $108 Million Fairmont Hotel Denver Development $35 Million Four Seasons Austin Development $42 Million Four Seasons Las Colinas Development $110 Million Boca Raton Resort and Club Marketing for Sale $250 Million Four Seasons Mandalay Sale $42 Million Frenchman's Reef St.Thomas Restructuring—Conversion to Marriott $60 Million Inn on the Park-Toronto Sale $40 Million Santa Barbara Biltmore Restructuring $42 Million Holiday Inn San Francisco Sale $22 Million Sonesta Key Biscayne Restructuring $50 Million Crown Plaza-Seattle Sale $28 Million Holiday Inn Elmhurst Sale $5.5 Million Sheraton-Dallas Sale $25 Million Holiday Inn-Detroit Airport Sale $4 Million Omni Park Central NY Sale $60 Million Crown Plaza-Stamford Sale $3.5 Million Westin Kauai Golf Resort Sale $250 Million Holiday Inn-Richmond Sale $6 Million Holiday Inn-Warren Sale $8.5 Million Dennis J. Langley Personal Background Information Dennis Langley began his career in the hotel industry with Westin Hotels and Resorts immediately after service in the US Army. His military service followed his graduation from Cornell University with a Bachelor of Science in Hotel Administration. From corporate staff to line management at several of the larger hotels in the Westin chain, Mr. Langley gained broad experience in all aspects of hotel operations and management during his eight-year tenure with Westin. In the mid-1980's, Mr. Langley capitalized upon his detailed knowledge of hotel operations to become an owners representative and asset manager for two different organizations with significant hotel holdings in their real estate portfolios. He subsequently played a key role in numerous high profile hotel transactions. Professional Experience Mr. Langley's activities on behalf of Montclair Hotel Investors employ the experience and skills developed during his involvement with the following organizations: Fall Creek Partners,Inc. Fall Creek Partners, jointly founded by Mr. Langley in 1993, provides investment advisory and asset management services to the hospitality industry. From 1993 to 1994, the firm was engaged in providing hotel-specific strategic investment advisory services and implementation of portfolio transactions valued in excess of$950 million. In July of 1994, Mr. Langley sold his interests in Fall Creek Partners to the other principals of the firm. VMS Realty Partners As Senior Vice President - Hotel Investments for VMS Realty Partners of Chicago, Illinois, Mr. Langley was employed to develop and implement a workout strategy for a hotel portfolio of over 60 hotels valued in excess of$3 billion. This syndication firm had assembled this portfolio during an aggressive hotel acquisition program conceived in the early 1980's. Responsibilities fulfilled by Mr. Langley included asset management for a highly diverse portfolio of hotel properties ranging from thirty Holiday Inns throughout the United States to luxury hotels such as the Boca Raton Resort and Club, Boca Raton, Florida; the Westin Maui and Westin Kauai in Hawaii; the Hyatt Key West; the Hyatt Grand Champions; the Four Seasons Santa Barbara Biltmore; the Inn on the Park in Toronto,Ontario; and Omni hotels in New York and Washington, DC. During the disposition phase of the VMS hotel portfolio, Mr. Langley took the lead in negotiations with lending institutions on debt restructuring and the ultimate disposition of the properties owned by VMS. Over a three-year period from 1989 to 1992, he presided over sales transactions with an aggregate value in excess of$700 million. Southland Financial Corporation In 1986, Mr. Langley joined Southland Financial Corporation in Dallas, Texas as Vice President - Asset Management to direct the investment strategy for the company's hotel portfolio. His endeavors included acting as owner's representative with responsibility for oversight of hotel management companies such as Four Seasons and Sheraton, which operated various hotels owned by Southland. When Southland Financial, the owner and developer of the 12,000 acre Las Colinas development, liquidated its hotel portfolio in a corporate restructuring,Mr. Langley participated in the sale of the Mandalay Hotel in Las Colinas to Marriott Corporation, the Las Colinas Inn and Conference Center to USAA, and the sale of the Sheraton Dallas to an offshore investment group. Westin Hotels and Resorts Mr. Langley joined Westin Hotels and Resorts in 1978 to direct the food and beverage operations at the Westin Seattle. In 1980,he served on the corporate staff as Assistant to the Chairman and focused on such strategic issues as the corporate name change from Western International Hotels to Westin Hotels and Resorts and a major corporate restructuring which resulted in a complete reorganization of the enterprise. Following his tenure on the corporate staff, Mr. Langley performed in a number of diverse field positions, beginning as manager of the landmark Space Needle Restaurant in Seattle, Washington. In the arena of executive management of hotel properties, he first served as Executive Assistant Manager of the Westin Galleria in Houston, Texas from 1982 to 1984 followed by a similar involvement at the Arizona Biltmore, an internationally renowned destination resort,from 1984 to 1986. United States Army From 1974 to 1978, Mr. Langley served in the United States Army, initially as a paratrooper and subsequently he performed a three-year tour of duty in Italy as manager of an Officer's Club. In 1978, immediately prior to his departure from the Army with the rank of Captain, he was named the top club manager for all Army facilities and was awarded the Army Commendation Medal. Educational Experience In preparation for his hotel career,Mr. Langley attended the following educational institution: Cornell University Mr. Langley is a graduate of Cornell University's School of Hotel Administration and has served on the Cornell University Campaign Committee. He holds the designation Certified Hotel Administrator(CHA)from the American Hotel and Motel Association. Dennis Langley was born in 1952 in Newark, New Jersey and was raised in the greater metropolitan New York City area. His professional career has taken him to such diverse locations as Italy, Seattle, Houston, Phoenix and Dallas. Mr. Langley moved to suburban Chicago in 1987 where he currently resides in Lincolnshire, Illinois with his wife Julie, and three children. Mr. Langley serves on the Board of Directors of Marklund Charities as well as the Board of Trustees of the Loyola Academy Rowing Association. Peter T. Cyrus Personal Background Information Peter Cyrus began his career in the real estate industry in 1967 as an appraiser in Cleveland, Ohio. Mr. Cyrus has gone on to gain broad experience and recognition within the real estate industry in a variety of challenging assignments including finance, development, portfolio management and investment banking. In the late 1980's, a Creditor Committee composed of some of the nation's leading lending institutions, selected Mr. Cyrus to oversee one of the largest liquidations in real estate history, the dismantling of VMS Realty Partners. Throughout his career, Mr. Cyrus has played an increasingly more significant role in numerous high profile real estate transactions. Professional Experience Mr. Cyrus' activities on behalf of Montclair Hotel Investors employ the experience and skills developed during his involvement with the following organizations: Lazard Freres& Company As Senior Vice President of this internationally known investment-banking firm, Mr. Cyrus directed the Real Estate Group's Chicago office and also headed the firm's Hospitality Group on a worldwide basis. During Mr. Cyrus' tenure,Lazard Freres played a significant role in several high profile corporate hotel transactions including Nestles' sale of Stouffer Hotels to Asian interests and the transition in control of the Italian luxury chain, Ciga Hotels to ITT Sheraton. Mr. Cyrus also played a key role in the recapitalization of the U.S. based hotel chain, Crown Sterling Suites. VMS Realty Partners As Chief Operating Officer of VMS Realty Partners, Mr. Cyrus directed the non judicial liquidation of this $15 billion real estate corporation. This syndication firm had assembled this portfolio during an aggressive acquisition strategy conceived in the early 1980's. Mr. Cyrus was named to the position with the advice and consent of the corporation's Creditor Committee, which was composed of several dozen of the nation's better known lending institutions. Despite the fact that the company's had liabilities significantly in excess of its assets, Mr. Cyrus artfully managed the liquidation of the corporation in such a fashion that it successfully avoided bankruptcy and maximized the recovery of its value for its creditors. His responsibilities included the management of a portfolio of 18 million square feet of office and retail properties, 85,000 apartment units and one of the largest hotel portfolios ever assembled consisting of over 60 resorts and hotels with a value in excess of$3 billion. Tishman Midwest Management Corporation As Principal and Executive Vice President for Finance and Development, Mr. Cyrus capitalized on his earlier experiences to take an entrepreneurial opportunity with this Chicago based real estate firm. He directed all aspects of the development and was a co-owner of the $250 million Northwest Atrium Center. This project includes a 1,400,000 square foot office and retail complex as well as the train terminal for Chicago's largest commuter railroad line. Oxford Development Group Ltd. As Vice President for this Canadian based real estate giant, Mr. Cyrus headed the Midwest office with responsibilities for finance, disposition and development. Noteworthy development projects include the 900,000 square foot Quaker Oats Tower (Chicago), the mixed use Minneapolis City Center, the master planning of the Nikko Hotel (Chicago), as well as the $200 million acquisition of the IDS Building (Minneapolis). New York Life Insurance Company Mr. Cyrus managed the Southwestern Region for the Real Estate and Mortgage Loan Department where he was responsible for new loan production, servicing and joint venture activities. Based in Dallas, he was involved in a variety of both large and small- scale real estate projects throughout the Southwest. Richard Van Curan &Associates Mr. Cyrus began his real estate career as an appraiser for this Cleveland based firm. In this capacity, he provided narrative appraisals on all classifications of real estate properties. Mr. Cyrus has been recognized as a qualified expert witness by the Court of Common Pleas, the Court of Appeals and the Board of Tax Appeals in Cuyahoga County, Ohio. Professional Affiliation Mr. Cyrus is a senior member of the Urban Land Institute and has been so since 1978. He is also a senior member of the International Council of Shopping Centers and has been so since 1979. He holds the designation of Certified Review Appraiser(CRA) from the National Association of Review Appraisers. Educational Experience In preparation for his real estate career, Mr. Cyrus studied business administration at the University of Arizona and John Carroll University. Peter Cyrus was born in 1945 in Cleveland, Ohio and was raised in the greater Cleveland area. His professional career has taken him to such diverse locations as Dallas, Edmonton,and Denver. Mr. Cyrus moved to suburban Chicago in 1980 where he currently resides in Lincolnshire, Illinois with his wife,Lauri and four children. VERIFICATION I, Brian Sosner, state that I am an Asset Manager of Sabal Financial Group, LP, servicer for Magnolia Portfolio, LLC, the Plaintiff herein, and as such I am duly authorized to make this Verification on behalf of Plaintiff The facts set forth in the foregoing Motion of Magnolia Portfolio, LLC for the Appointment of Receiver are true and correct to the best of my knowledge, information and belief. I understand that the statements made herein are subject to the penalties of 18 Pa. C.S. Section 4904 relating to unworn falsification to authorities. Brian Sosner, Asset Manager of Sabal Financial Group, LP, servicer for Plaintiff, au Magnolia Portfolio, LLC V Dated: (/s , 2013 18 CERTIFICATE OF SERVICE I, Steven J. White, hereby certify that on December 12, 2013, I caused a true and correct copy of the foregoing Motion of Magnolia Portfolio, LLC for the Appointment of Receiver to be served upon the following parties via first class, U.S. mail,postage prepaid: Hari Ram, Inc. 1188 Greenfield Drive Mechanicsburg, PA 17055 Steven J. White, Esquire Attorney for Plaintiff # 1985353 v. 1 STRADLEY RONON STEVENS & YOUNG, LLP Gretchen M. Santamour(ID No. 41720) Steven J. White, Esquire (ID No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia Tel. (215) 564-8000 Portfolio, LLC Fax (215) 564-8120 MAGNOLIA PORTFOLIO, LLC, ▪ CUMBERLAND COUNTY as Assignee of Orrstown Bank • COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 • Newport Beach, CA 92660 ▪ CIVIL ACTION Plaintiff, • • v. •• NO. 13-7047 HARI RAM, INC. : 1188 Greenfield Drive • • Mechanicsburg, PA 17055 • • Defendant. MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF'S MOTION FOR THE APPOINTMENT OF A RECEIVER I. MATTER BEFORE THE COURT Before this Court is the Motion of Plaintiff, Magnolia Portfolio, LLC (the "Lender"), for the Appointment of a Receiver to control, operate, and sell certain property owned by the Defendant, Hari Ram, Inc. (the "Borrower"). II. STATEMENT OF QUESTION INVOLVED Should this Court appoint a receiver to control, operate, and sell certain property owned by the Borrower when the parties specifically contracted for the appointment of a receiver in the event of a default and the law in Pennsylvania allows for the appointment of a receiver to avoid injury,mismanagement, and dissipation of property? Suggested Answer: Yes. #1985353 v. 1 III. FACTS The Lender and the Borrower are parties to a Promissory Note dated January 7, 2001 (the "Note"),which Note evidences a commercial loan(the "Loan") from the Lender to the Borrower in the original principal amount of$2,669,000.00. To secure the Loan, the Borrower executed and delivered to the Lender's predecessor in interest a Mortgage dated January 17, 2001 (the "Mortgage"), and an Assignment of Rents dated January 17, 2001 (the "Assignment"). Both the Mortgage and the Assignment were recorded with the Cumberland County Recorder of Deeds on January 22, 2001. Upon the recordation and indexing of the Mortgage,the Lender was granted a mortgage lien encumbering that certain real property located at 350 Bent Creek Boulevard, Mechanicsburg, PA 17050 (the "Mortgaged Premises"). Pursuant to the Mortgage,the Borrower also granted the Lender a security interest in certain property located at and associated with the Mortgaged Premises (the "Additional Collateral"). The Mortgaged premises is a hotel more commonly known as the Ramada Limited Mechanicsburg/Harrisburg West. The Lender and Gurugovind, LLC ("Gurugovind") are parties to two separate business loans in the principal amounts of$5,110,000.00 and $640,000.000 (collectively, the "Gurugovind Loans"). Gurugovind's obligations under the Gurugovind Loans are evidenced by two Promissory Notes executed by Gurugovind on July 8, 2008 (the "Gurugovind Notes"), and secured, among other things, by two Open-End Mortgages, executed by the Borrower in favor of the Lender(the "2008 Mortgages", and together with the Note, the Mortgage, the 2008 Mortgages, and all other documents evidencing or collateral to the Loan,the "Loan Documents"). Gurugovind is in default of its obligations under the Gurugovind Loans as a result of its failure to pay when due amounts payable to Lender under the Gurugovind Notes. 2 # 1985353 v. 1 As a result of Gurugovind's defaults,the Borrower is in default of its obligations to the Lender under the 2008 Mortgages. See Pl. Mot. Ex. B at 5. The Borrower's default under the 2008 Mortgages constitutes a separate event of default under the Note, which provides that the Borrower will be in default of its obligations should it"fail to comply with or to perform when due any other term, obligation, covenant or condition contained in this note ore any agreement related to this note, or in any other agreement [Borrower] has with Lender." See Ex. A at 1. As a result of the defaults, on November 27, 2013,the Lender filed a complaint in confession of judgment against the Borrower, commencing the instant matter. At the time the Lender entered judgment against the Borrower on November 27, 2013, the Borrower was indebted to the Lender in the following amounts, pursuant to the terms of the Loan Documents: 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 Note) TOTAL $ 1,586,346.95 Pursuant to the Loan Documents,the Lender is also entitled to interest from and after November 8, 2013, and all additional costs of suit and collection costs, including, without limitation, attorneys' fees, as authorized under the Loan Documents. Pursuant to the Mortgage,the Lender is vested with the right to "have a receiver appointed to take possession of all or any part of the [Mortgaged Premises], with the power to protect and preserve the [Mortgaged Premises], to operate the [Mortgaged Premises] preceding foreclosure or sale, and to collect the Rents from the [Mortgaged Premises] and apply the proceeds, over and above the cost of the receivership, against the Indebtedness." (See Pl. Mot. Ex. 4 at 5). Similarly,upon a default under the Assignment, Lender is also vested with the right 3 #1985353 v.1 to appoint a receiver to take possession, operate and preserve the Mortgaged Premises together with the right to collect all rents and to apply all proceeds therefrom to the outstanding indebtedness due and owing to the Lender. (See Pl. Mot. Ex. C at 3). Thus, as a result of the Borrower's defaults under the Loan Documents,the Lender is entitled to the appointment of a receiver for the Mortgaged Premises. The Borrower and Gurugovind are closely related entities under common control with one another. Gurgovind operates the Microtel, another hotel in Mechanicsburg, Pennsylvania, and has been unable to honor its financial obligations to the Lender. Gurugovind's inability to generate revenue to satisfy its loan obligations to the Lender is a strong indicator that the Borrower,who is owned and operated by the same individuals, cannot effectively and profitably manage the Mortgaged Premises, and that the Mortgaged Premises and Additional Collateral contained therein is at constant risk of diminution in value. Further, despite multiple requests from the Lender, the Borrower has been unable to provide the Lender with a standard hospitality financial statement for the Mortgaged Premises containing the following information, as required by the Note (See Pl. Mot. Ex. A at 2): a. Account revenue and expense detail; b. A detailed accounts payable and receivable aging schedule; c. Bank reconciliations for the accounts related to the Mortgaged Premises; d. Detailed balance sheets; e. A daily reconciliation of cash and credit card receipts; f. A detailed payroll roster; g. A statement detailing the payment of room and occupancy taxes; h. Details regarding the management of the Borrower's relationship with any third party sites such as Expedia, Hotels.com, and Travelocity; 4 #1985353 v. 1 i. Schedules and budgets for capital expenditures and replacement reserves; j. Details regarding any vendor, security and franchise controls in place with respect to the Mortgaged Premises. The Borrower's inability to provide information of this nature, which is commonly maintained and produced by lodging facilities, constitutes a separate event of default under the Loan Documents, indicates that the Borrower lacks the requisite sophistication to properly manage the Mortgaged Premises. Upon information and belief, the Borrower has also allowed numerous deferred maintenance issues to accrue with respect to the Mortgaged Premises, and is not maintaining and refurbishing the Mortgaged Premises in such a fashion as to maximize its value. Upon information and belief, the Borrower needs to implement a capital program to repair and replace, among other things, the Mortgaged Premises' carpeting, bedding, and common areas. All of the foregoing indicates that the value and profitability of the Lender's collateral will continually decline absent the appointment of a skilled and impartial management professional to serve as a receiver for the Mortgaged Premises. Lender proposes that Montclair Hotel Investors, Inc. ("Montclair") be promptly appointed as the receiver for the Mortgaged Premises for a period commencing on the date of an Order of Court appointing the receiver and ending upon termination of such appointment by Order of Court. Montclair is an experienced hotel management firm,that commonly manages properties such as the Mortgaged Premises, and is fully qualified to serve as a receiver. IV. ARGUMENT The Court should appoint a receiver to manage and sell the Mortgaged Premises and the Additional Collateral contained therein for two separate and independent reasons. First, the 5 14 1985353 v. 1 Mortgage and related Loan Documents specifically provide for a receiver in these circumstances. Second, even if they did not, the Court has the authority to do so under common law. A. The Right to Receivership is Clear Under the Mortgage The appointment of a receiver may proceed on the consent of the parties alone. See Metro. Life Insurance Company vs. Liberty Center Venture, 650 A.2d 887 (Pa. Super. Ct. 1994); Globe Solvents v. Nouskhaiian, 24 A.2d 687, 690 (Pa. Super. Ct. 1942). It is well established that under Pennsylvania law"parties have the right to make their own contract, and it is not the function of a court to rewrite it or to give it a construction in conflict with the accepted and plain meaning of the language used." See Meeting House Lane, Ltd. v. Melso, 628 A.2d 854, 857 (Pa. Super. Ct. 1993);Amoco Oil Co. v. Snyder, 478 A.2d 795, 798 (Pa. 1984). Accordingly, courts must give effect to the intent of the parties where the terms of a contract are clear. First Phila. Realty Corp. v. Albany Say. Bank, 609 F. Supp. 207 (E.D. Pa. 1985). In Metro. Life,supra, a mortgagee sought appointment of a receiver following an event of default under a mortgage. See Metro. Life, 650 A.2d at 888. The Superior Court examined the relevant mortgage, and its explicit clauses vesting in the mortgagee the right to appoint a receiver, and determined that appointment of a receiver was appropriate. See id. at 551-52. Accordingly, the Superior Court determined that under Pennsylvania law, a lender has the right to the appointment of a receiver if the loan agreements provide for a receiver upon an event of default under the loan documents. Id. at 551-52. The Court explained: As we noted above, the terms of a mortgage agreement are binding on the parties...We find that the terms of the mortgage clearly provide for the appointment of a receiver in the event of a default...Accordingly, we find that the lower court did not abuse its discretion in enforcing the remedies under the mortgage. Metro. Life at 551. 6 #1985353 v. 1 In the instant case, as in Metro Life,the Mortgage clearly and unambiguously contains provisions that vest in the Lender, as mortgagee, the right to appoint a receiver following an event of default. (See Pl. Mot. Ex. B at 5). In fact, in the instant case, an additional loan document, the Assignment, also contains such express provisions. (See P1. Mot. Ex. C at 3). The holding of Metro. Life clearly controls the instant case. The appointment of a receiver is both necessary and proper. B. The Court has Authority to Appoint a Receiver Under Common Law. The appointment of a receiver is a well-established equitable remedy available to courts where the necessities of a case demand this to be done to prevent the waste or dissipation of assets, or where there is evidence of fraud or mismanagement. The decision to appoint a receiver is an equitable remedy that lies within the sound discretion of the court already having jurisdiction over the subject matter and the parties. Abrams v. Uchitel, 806 A.2d 1, 8 (Pa. Super. Ct. 2002). A receiver may be appointed if"it appears that the appointment is necessary to save the property from injury or threatened loss or dissipation." The Northampton National Bank of Easton v. Piscanio, 378 A.2d 870, 872 (Pa. 1977); Credit Alliance Corp. v. Philadelphia Minit- Man Car Wash, Corp., 301 A.2d. 816, 818-19 (Pa. 1973). A borrower's mismanagement of collateral alone may be sufficient to justify the appointment of a receiver. Cowan v. Plate Glass Co., 1, 38 A. 1075 (1898). Further, Pennsylvania courts have held that a receiver"should be imposed where it is necessary to effectuate equality and justice to all interested." Bogosian v. Foerderer Tract Committee, Inc., 399 A.2d 408, 411 (Pa. Super. Ct. 1979) (affirming appointment of receiver to maximize profits generated by sale of mortgaged property). In Bosgosian,supra, the Superior Court affirmed the appointment of a receiver with respect to a property where there was a likelihood that the receiver would obtain a better value for the property than would be generated by a sheriff's sale. See Bosgosian, 399 A.2d at 411-13. In Bosgosian, the court determined that there was a substantial likelihood that a receiver would 7 # 1985353 v. 1 obtain a higher sales price for the mortgaged property, which would benefit all parties with an interest therein. Id. Similarly, in this case,the interests of the Lender and the Borrower would be best served by the appointment of a receiver rather than a sheriff's sale. The involvement of a skilled professional will increase the revenue generated by the operation and/or sale of the Mortgaged Premises, ensuring that the Lender maximizes its recovery, while at the same time minimizing the amount of any deficiency judgment that could be asserted against the Borrower. Further,the appointment of a receiver will ensure that the Mortgaged Premises remain secure and undamaged,thereby increasing its marketability and profitability. The Pennsylvania Rules of Civil Procedure specifically provide for the appointment of a temporary receiver if required by the circumstances of the case. See Pa. R.Civ.P. 1533(a). In this case, the Lender seeks the appointment of a receiver to take control of and ultimately sell the Mortgaged Premises and the Additional Collateral contained therein to ensure the adequate protection of its mortgage and security interests and to avoid mismanagement by the Borrower. Given that(i)neither the Borrower nor Gurugovind has taken action to cure the underlying defaults, (ii)the Borrower is unable to provide the Lender with routine financial and operational information, as required by the Loan Documents, (iii)the Borrower is not properly maintaining the Mortgaged Premises, and(iv)the appointment of a Receiver will maximize any revenue generated by the management and/or sale of the Mortgaged Premises, the Lender asserts that justice is best served by appointing a disinterested and impartial receiver to take control over the operation, administration and maintenance of the Mortgaged Premises. In this case, Lender seeks a receiver to take control of and maximize the value of the Mortgaged Premises and preserve all related assets. The express terms of the Mortgage and the Assignment authorize the relief sought by the Lender, and the equities of the case strongly support the appointment of a receiver. Irreparable injury will result to the Lender and the 8 # 1985353 v. 1 Mortgaged Premises in the absence of appointment of a receiver, and the interests of justice are best served by the appointment of a receiver, as it will stop the Mortgaged Premises from declining in value,prevent injury to the public, and maximize the return on their ultimate sale for both the Borrower and the Lender. V. RELIEF For the foregoing reasons, movant respectfully requests that this Court appoint Montclair Hotel Investors, Inc., as a temporary receiver to take control of and ultimately sell the Mortgaged Premises and the Additional Collateral contained therein. Respectfully submitted, STRADLEY RONON STEVENS &YOUNG, LLP Dated: December 12, 2013 By: ��- '4 Gretchen M. Santamour, Esquire (No. 41720) Steven J. White, Esquire (No. 206442) 2600 One Commerce Square Philadelphia, PA 19103 Tel: (215) 564-8000 Fax: (215) 564-8120) Attorneys for Plaintiff, Magnolia Portfolio, LLC 9 #1985353 v. 1 MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY as Assignee of Orrstown Bank COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 Newport Beach, CA 92660 CIVIL ACTION Plaintiff, v. NO. 13-7047 -'i HA J RAM, INC. '' co 1188 Greenfield Drive ' 27 Mechanicsburg, PA 17055 4,._ N Defendant. -<= RULE TO SHOW CAUSE ORDER AND NOW this I Q�day of " �,, ,{,� , 2013,upon consideration of the Motion of Plaintiff,Magnolia Portfolio, LLC, for the Appointment of a Receiver, it is hereby ORDERED that: 1. A Rule is issued upon the Respondent to show cause as to why the Movant is not entitled to the relief requested; 2. The Respondent shall file an answer to the Motion within?Odays of the date of,ccsu' & this Order; 3. A head"argument shall be scheduled for dd r d1 4�n7 and 4. Notice of the entry of this order shall be provided immediately to all parties by the Movant. BY THE COURT: co .- ..S m.-"-LC J. ftf - #1985353 v.1 r. t�1P i'RROTHQNO fA ;': 2014 JAN -7 PH 2: 34 CUMBERLAND COU1gTY PENNSYLVANIA MAGNOLIA PORTFOLIO, LLC : CUMBERLAND COUNTY as Assignee of Orrstown Bank • COURT OF COMMON PLEAS 4675 Macarthur Court, Suite 1550 .• Newport Beach, CA 92660 CIVIL ACTION • Plaintiff, .• v. • NO. 13-7047 HARI RAM, INC. : 1188 Greenfield Drive : Mechanicsburg, PA 17055 : • Defendant. : NOTICE OF STAY NOTICE IS HEREBY GIVEN that HARI RAM, INC, who is Defendant in the above- captioned proceeding, filed a voluntary Petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Pennsylvania. The Chapter 11 case was filed on December 24, 2013 to case Number 13-06524. As a result thereof, the above captioned action is stayed as to all Defendants, pursuant to Sections 362 and 1301 of the United States Bankruptcy Code. Such Stay shall remain in effect until further Order of the United States Bankruptcy Court for the Middle District of Pennsylvania. The undersigned executes this Notice for purposes of giving notice only and the providing of this Notice is not intended to enter an appearance in the within case. METTE, EVANS & WOODSIDE .3,,. - C..1-- BY- iir■n Henry W. Z Eck, Esquire Attorney I.D.No. 83087 3401 North Front Street Harrisburg, PA 17110 Date: January 6, 2014 (717)232-5000 • CERTIFICATE OF SERVICE I, Aimee N. Brantley, hereby certify that on this date, a true and correct copy of the foregoing NOTICE OF STAY was served by first-class mail, postage prepaid, on the following: Gretchen M. Santamour,Esquire Steven J. White, Esquire Stradley Ronon Stevens& Young, LLP 2600 One Commerce Square Philadelphia, PA 19103 i Date VC/.201 y By: I . Of Aimee N. Brantley, Paralega to Henry W. Van Eck, Esquire METTE, EVANS & WOODSIDE 3401 North Front Street Harrisburg, PA 17110 (717) 232-5000 691404v1 USBC PAM- LIVE - VERSION 5.1 Page 1 of 2 4 E United States Bankruptcy Court Middle District of Pennsylvania Notice of Bankruptcy Case Filing � s Bank ,f ■r S 4 oJ A bankruptcy case concerning the debtor(s) listed below was filed under '" . ' P 3i Chapter 11 of the United States Bankruptcy Code, entered on 12/24/2013 at 10:31 AM and filed on 12/24/2013. °' ' a t1 - , :4 . a Had Ram, Inc. 'arc!cx 350 Bent Creek Blvd. Mechanicsburg, PA 17050 Tax ID /EIN: 23-2512355 The case was filed by the debtor's attorney: Henry W Van Eck Mette, Evans, & Woodside 3401 North Front Street Harrisburg, PA 17110-0950 717 232-5000 The case was assigned case number 1:13-bk-06524-MDF to Judge Mary D France. In most instances, the filing of the bankruptcy case automatically stays certain collection and other actions against the debtor and the debtor's property. Under certain circumstances, the stay may be limited to 30 days or not exist at all, although the debtor can request the court to extend or impose a stay. If you attempt to collect a debt or take other action in violation of the Bankruptcy Code, you may be penalized. Consult a lawyer to determine your rights in this case. To view the bankruptcy petition and other documents filed in this case, please visit the following Internet link: http://ecf.pamb.uscourts.gov/There is an .08 fee per page or page view (charges do not apply up to the first per calendar year) and you must first register at this web site: http://pacer.psc.uscourts.gov/Public access computer terminals are also available at the Clerk's Office's two locations, 9:00 am to 4:00 pm, M-F (closed on all federal holidays): Max Rosenn US Courthouse, 197 South Main Street, Wilkes-Barre, PA 18701 and Ronald Reagan Federal Building and Courthouse, 228 Walnut Street, Harrisburg, PA 17101. You may be a creditor of the debtor. If so,you will receive an additional notice from the court setting forth important deadlines. Terrence S. Miller Clerk, U.S. Bankruptcy Court PACER Service Center Transaction Receipt https://ecf.pamb.uscourts.gov/cgi-bin/NoticeOfFiling.pl?232089 1/3/2014 USBC PAM - LIVE - VERSION 5.1 Page 2 of 2 01/03/2014 13:07:01 PACER me0059 Client Code: Login: Description: Notice of Search 1:13-bk-06524- Filing Criteria: MDF Billable Pages: 1 Cost: 0.10 https://ecf.pamb.uscourts.gov/cgi-bin/NoticeOfFiling.pl?232089 1/3/2014