HomeMy WebLinkAbout13-7048 STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour (ID No. 41720)
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square RL AND couk.n
Philadelphia, PA 19103 Attorneys fo ��iafllr
Tel. (215) 564 -8000 Kanjibhai R. Patel
Fax (215) 564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
V.
NO.
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
ENTRY OF APPEARANCE AND CONFESSION OF JUDGMENT
PURSUANT TO PA RULE CIV. PRO. 2955(a)
Pursuant to the authority contained in warrant of attorney set forth in the that certain
Commercial Guaranty (the "Guaranty ") executed by Kanjibhai R. Patel (the "Defendant ") on
January 17, 2001, a copy of which is attached to the Complaint for Confession of Judgment filed
in this action (the "Complaint "), I appear for the Defendant and confess judgment in favor of the
Plaintiff, Magnolia Portfolio, LLC, and against the Defendant in the amount of $1,586,346.95,
calculated as of November 8, 2013, comprised as follows:
o
� a
BUSINESS # 1971723 v /�
Y �
Principal $ 1,440,213.31
Interest (as of 11/8/2013) $ 1,920.28
Attorney's Fees (10% of Unpaid Principal $ 144,213.36
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 1,586,346.95
together with interest, from and after November 8, 2013, at the per diem rate of $160.02, and all
costs of suit and collection costs, including, without limitation, reasonable attorneys' fees, as
authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
November b, 2013 By: e �'� w w ' - u
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, Kanjibhai R. Patel.
pursuant to the Warrant of Attorney contained in
the Guaranty
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BUSINESS # 1971723 v.l
e �
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour (ID No. 41720) ; 3 tipj 27
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square r�� i'JfJ
Philadelphia PA 19103 1 NS
Tel. (215) 564 -8000 Attorneys for Def�itl
Fax (215) 564 -8120 Kanjibhai R. Patel
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 4
V. �6U1
NO.
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
PRAECIPE FOR ENTRY OF JUDGMENT BY CONFESSION
TO THE PROTHONOTARY:
Kindly enter judgment by confession in the above - titled action and assess damages in
favor of Plaintiff, Magnolia Portfolio, LLC, and against the Defendant, Kanjibhai R. Patel, in the
amount of $1,586,346.95, together with interest, from and after November 8, 2013, at the per
diem rate of $160.02, and all costs of suit and collection costs, including, without limitation,
reasonable attorneys' fees, as authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
Novemberj , 2013 By:
Steven f White, Esquire
Attorneys for Plaintiff, Magnolia Portfolio, LLC
BUSINESS # 1971723 v.1
STRADLEY RONON STEVENS & YOUNG, LLP ! < {+ L1 r
Gretchen M. Santamour (ID No. 41720)
Steven J. White, Esquire (ID No. 206442) ' .a ` `� ?4r e 1 0: ''
2600 One Commerce Square I E,i,Lr =� ..
Philadelphia, PA 19103
Attorneys for PlaiiitkVa�n�fia "l I A
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.
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
COMPLAINT FOR CONFESSION OF JUDGMENT
Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank, by
and through its attorneys, Stradley Ronon Stevens & Young, LLP, brings this complaint for
confession of judgment, and in support thereof, avers that:
PARTIES
1. Plaintiff, Magnolia Portfolio, LLC, successor by assignment to Orrstown
Bank ( "Magnolia" or "Lender "), is a Delaware limited liability company with its principal place
of business of 4675 Macarthur Court, Suite 1550, Newport Beach, California 92660.
2. On or about December 20, 2012, and February 12, 2013, Orrstown Bank
assigned all of its right, title and interest in the Loan Documents (as herein defined) to Magnolia.
True and correct copies of the assignment agreements are attached hereto as Exhibit A and
incorporated herein by reference. See also, Affidavits of Brian Sosner, attached hereto and
incorporated herein by reference.
BUSINESS # 1971723 v.l
3. Defendant, Kanjibhai R. Patel ( "Guarantor ") is adult individual with an
address of 1188 Greenfield Drive, Mechanicsburg, PA 17055.
BACKGROUND
I. The Hari Ram Loan and the Guaranty
4. On or about January 17, 2001, the Lender extended a business loan to Hari
Ram, Inc. ( "Hari Ram "), in the principal amount of $2,669,000.00 (the "Loan ").
5. The Loan is evidenced by, inter alia, that certain Promissory Note dated
January 17, 2001, in the original principal amount of $2,669,000.00 (the "Note "), executed and
delivered from Hari Ram to Lender. A true and correct copy of the Note is attached hereto as
Exhibit B and incorporated by reference herein.
6. Hari Ram's obligations to Magnolia under the Note are secured by, inter
alia:
(a) That certain Open -End Construction Mortgage dated January 17,
2001 executed by Hari -Ram, Inc., in favor of the Lender, and recorded with the recorder
of deeds for Cumberland County, Pennsylvania, on January 22, 2001 in Book 1565, Page
111 (the "Hari Ram Mortgage "). The Hari -Ram Mortgage grants the Lender a
mortgage lien on the real property commonly known as 350 Bent Creek Boulevard
(formerly Lot 3B, Bent Creek Subdivision), Mechanicsburg, PA 17050. A true and
correct copy of the Hari Ram Mortgage is attached hereto as Exhibit C and incorporated
by reference herein.
(b) that certain Commercial Guaranty dated January 17, 2001,
executed by Guarantor in favor of the Lender (the "Guaranty "). Pursuant to the terms of
the Guaranty, the Guarantor absolutely and unconditionally guaranteed the full and
-2-
BUSINESS # 1971723 v.I
punctual payment and performance of Hari Ram's obligations under the Note and the
Hari Ram Mortgage. A true and correct copy of the Guaranty is attached hereto as
Exhibit D and incorporated by reference herein.
II. The Gurugovind Loans
7. On or about July 8, 2008, the Lender extended two business loans to
Gurugovind, LLC, a Pennsylvania Limited Liability Company ( "Gurugovind ") in the principal
amounts of $5,110,000.00 and $640,000.00 (collectively, the "Gurugovind Loans "). The
Gurugovind Loans are evidenced by, inter alia, (i) that certain Promissory Note dated July 8,
2008, in the original principal amount of $640,000.00 executed and delivered from Gurugovind
to Lender, and (ii) that certain Promissory Note dated July 8, 2008, in the original principal
amount of $5,110,000.00, executed and delivered from Gurugovind to Lender (collectively, the
"Gurugovind Notes ").
8. Gurugovind's obligations to Magnolia under the Gurugovind Loans are
secured by, inter alia, the following collateral:
(a) That certain Open -End Mortgage and Security Agreement dated
July 8, 2008, executed by Hari Ram, Inc., in favor of the Lender, and recorded with the
recorder of deeds for Cumberland County, Pennsylvania, on July 9, 2008 in Instrument
No. 200823383 (the "2008 Mortgage 1 ").
(b) That certain Open -End Mortgage and Security Agreement dated
July 8, 2008, executed by Hari Ram, Inc., in favor of the Lender, and recorded with the
recorder of deeds for Cumberland County, Pennsylvania, on July 9, 2008 in Instrument
No. 200823387 (the "2008 Mortgage 2," and together, with the 2008 Mortgage 1, the
"2008 Mortgages ").
-3-
BUSINESS # 1971723 v.l
True and correct copies of the 2008 Mortgages and the Gurugovind Notes are attached hereto as
Exhibit E and incorporated by reference herein. The Note, the Hari Ram Mortgage, the
Guaranty, the 2008 Mortgages, and all other documents evidencing or collateral to the Loan are
referred to herein as the "Loan Documents."
9. Magnolia has not assigned the Loan Documents to any third party, and
Magnolia remains the current "holder" of the Loan Documents.
THE DEFAULTS
10. Magnolia incorporates by reference the averments in Paragraphs 1 through
9 of this complaint as if set forth at length herein.
11. Gurugovind is in default of its obligations under the Gurugovind Notes by
virtue of, inter alia, its failure to make payment when due of amounts payable to Magnolia under
the Gurugovind Notes (the "Gurugovind Defaults ").
12. As a result of the Gurugovind Defaults, Hari Ram is in Default of its
obligations to Magnolia under the 2008 Mortgages. See Exhibit D, 2008 Mortgages, page 5.
13. The Note provides that, in the event Hari Ram "fails to comply with or to
perform when due any other term, obligation, covenant or condition contained in this Note or
any agreement related to this Note, or in any other agreement [Hari Ram] has with Lender," Hari
Ram shall be in default of the Note as well. See Exhibit 13, Note, page 1. Accordingly, as a result
of Hari Ram's default under the 2008 Mortgages, Hari Ram is in default of its obligations under
the Note.
14. The Guarantor is in default of his obligations under the Guaranty by virtue
of his failure to repay the outstanding balance due to Magnolia under the Note.
-4-
BUSINESS #I 1971723 v.l
15. As a result of the defaults, the following amounts, computed as of
November 8, 2013, are immediately due and payable from Guarantor to the Lender under the
Guaranty:
Principal $ 1,440,213.31
Interest (as of 11/8/2013) $ 1,920.28
Attorney's Fees (10% of Unpaid Principal $ 144,213.36
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 1,586,346.95
Pursuant to the Loan Documents, Magnolia is also entitled to interest from and after November
8, 2013, at the per diem rate of $160.02, and all additional costs of suit and collection costs,
including, without limitation, reasonable attorneys' fees, as authorized under the Guaranty.
16. The Guaranty contains a warrant of attorney that authorizes the Lender to
confess judgment against the Guarantor upon or after its default.
17. Notice of default was sent to Hari Ram and the Guarantor via overnight
delivery and first class mail on November 4, 2013, and all applicable notice and cure periods
under the Loan Documents have lapsed.
CONFESSION OF JUDGMENT
18. Magnolia seeks to confess judgment against the Guarantor under the
Guaranty, as authorized by the warrant of attorney contained in the Guaranty and executed by the
Guarantor.
19. Judgment has not been entered against the Guarantor in any jurisdiction on
the warrant of attorney contained in the Guaranty.
-5-
BUSINESS # 1971723 v.l
20. Judgment is not being entered against any natural person in connection
with a consumer transaction.
21. The Guaranty, which contains the warrant of attorney, is less than twenty
years old.
22. An Affidavit of Default and Assessment of Damages is attached hereto
and incorporated as if set forth fully herein.
23. The notice provisions of 41 P. S. § 101 et M. ( "Act 6 ") are inapplicable to
this action because the Lender is not accelerating the maturity of a residential mortgage.
24. Similarly, the provisions of 35 P. S. § 1680.403(c) ( "Act 91 ") are not
applicable to this action because, among other things, the Guaranty is not secured by the
principal residence of the Guarantor.
-6-
BUSINESS # 1971723 v.1
WHEREFORE, Plaintiff, Magnolia Portfolio, LLC, respectfully requests the entry
of judgment in its favor and against Defendant, Kanjibhai R. Patel, in the amount of
$1,586,346.95, together with interest, from and after November 8, 2013, at the per diem rate of
$160.02, and all costs of suit and collection costs, including, without limitation, reasonable
attorneys' fees, as authorized under the Guaranty.
STRADLEY RONON STEVENS & YOUNG, LLP
November, 2013 By: -
Gretchen Santamour, Esquire
Steven J. White, Esquire
2600 One Commerce Square
Philadelphia, PA 19103
Tel. (215) 564 -8000
Fax (215) 564 -8120
Attorneys for Plaintiff, Magnolia Portfolio, LLC
-7-
BUSINESS # 1971723 v.1
EXHIBIT A
BUSINESS # 1971723 v.l
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 On - stown Bank, together
with all renewals, assignments, amendments, supplements, restatements and/or modifications.
It is intended that this Allonge be attached to and made a permanent part of the above -
referenced Note.
Pay to the order of MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability
company ("Assignee"), without recourse or representation or warranty, express, implied or by
operation of taw, of any kind and nature whatsoever, except as expressly provided in the Loan
Sale Agreement dated December 20, 2012 (the "Sale Agreemem "), 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. Pynn
Title: SVP, SAG Effrector
Special Assets Group
Omtewn Bank Offering # 121210
Pool # 100
Reference # 06001
Borrower Name: GURUGOVIND, LLC
ALLONGE
This Allonge is made to that certain Promissory Note dated July 8, 2408 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, 2412 (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: _ q- ��
Name: Zachary M. ! n
Title: SVP, SAG D or
Special Assets Group
Orrstown Bank Offering 0 121210
PonI# 100
Reference 0 99001
Borrower Name: GURUGOVIND, LLC
ALLONGE
This Allonge is made to that certain Promissory Note dated July 8, 2008 in the original
principal amount of $640,000.00 from GURUGOVIND, LLC to Orrstown Bank, together with
all renewals, assignments, amendments, supplements, restatements and/or modifications.
It is intended that this Allonge be attached to and made a permanent part of the above -
referenced Note.
Pay to the order of MAGNOLIA PORTFOLIO, LLC, a Delaware limited liability
company ( "Assignee "), without recourse or representation or warranty, express, implied or by
operation of law, of any kind and nature whatsoever, except as expressly provided in the Loan
Sale Agreement dated December 20, 2012 (the "Sale Agreement "), between ORRSTOWN
BANK, a Pennsylvania banking corporation, and Assignee, including, without limitation, the
representations and warranties pursuant to Article V11 of the Sale Agreement and the
indemnification obligations and other covenants, rights and remedies therein.
Executed effective as of December 20, 2012.
ORRSTOWN BANK, a Pennsylvania banking
corporation
By:
q)�
Name: Zachary Mjjynn
Title: SVP, SAG Durector
Special Assets Group
Om-town Bank Offering # 121210
Paul # too
Reference # 89002
C 3WIYIED PROPERTY I08MTIPICJ►TIM MCBERS
38 -07- 0459 -074 - SILVER SPAXXQ
OCGIS REGISTRY 02/14/2013 BY DC
THIS DOMAENT PREPARED BY
AND UPON RECORDATION, RETURN TO:
ANDERSON, MCCOY & ORTA, P.C.
100 North Broadway, Suite 2600
Oklahoma City, OK 73102
Telephone: (838) 236 -0007
Cumberland County, State of P*nU0hW A
Tax Map No. or Tax Parcel Identification No.: 38-074WSW4
I certify that the precise address of the Assignee is c/o Saba] Financial Group, L.P., 4675 MacArtJmr
Court, Suite 1550, Newpmt Beach, CA 92660
Nick 11oae
ASSIGNMENT OF MORTGAGE
KNOW ALL MEN BY THESE PRESENTS:
THAT, Orrstown Bank, a Pennsylvania banking aorporstion, laving an address of
77 East King Street, Shippermburg, PA 17257 (hereinafter referred to as " iaena r"), for value
received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia
Portfoda, LLC, a Delaware limited liability company, its successors and assigns thereinafter
referred too as " Ass pe2c having an address of c% 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:
AMU Re£: 2310.037
Low Nam HARI RAM INC
Loan Rd: 263598MI
Open - End Construction Mortgage dated January 17, 2401, executed by HARI
RAM, INC, the grantor, to Onstown Bank, the Lender, recorded on January 22,
2001, in Book 1665, Page 111 in the Official Records of Cumberland County,
State of Pennsylvania C R,ecordefs 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, WRESS OR UveLMD, WRITTEN OR ORAL, BY ASSIGNOR
[REMAINDER OF PAGE 11VTF.NTIONALLY LEFT BLANK]
AMO Ref: 2510.037
Loan Na=: HARI RAM INC
Loan Rd- 26359806001
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this 5 day of
February, 2013.
ASSIGNOR:
ORRSTOWN BANK, a Pennsylvania banking corporation
By: Magnolia Portfoli LLC, a Delaware limited liability
company, . s A
By:
Name: R Patterson Jackso
Title: Authorized Signatory
- -�AX,CL4J - +) t4 %WCC
- ,A fkrrXe4A - 40-ecrdt-d
ACKNOWLEDGMENT
STATE OF CALIFORNIA ) �b f a3� (a
SS:
COUNTY OF ORANGE )
On this day of February, 2013, beFore me pally appeared R. Patterson Jackson, as
Authorized Signatory for Magnolia Portfolio, L W, 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 ' stun expires: Name of Notary:
AMU Ref.: 2510.037
Loan Name: HART RAM INC
Loan Rcf.: 26359846001
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.
1 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 at 1930475
z . Noisrr Public • Calilornia i
Z OranQe County s
M Comm. Ex fret Mer 27.2015 ~
(SEAL)
Notary Public Signature
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE -
CARLISLE, PA 17013
717 -240 -6370 '
Instrument Number - 201305010
Recorded On 2114/2013 At 8:10:10 AM • Total Pages - 5
• Instrument Type - ASSIGNMENT OF MORTGAGE
Invoice Number - 129319 User ID - MSW
• Mortgagor - IIARI RAM INC
• Mortgagee - MAGNOLIA PORTFOLIO LLC
• Customer - SIMPLIIi ILE LC E- RECORDING
' FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS /ACCESS TO 023.50
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 AR.CHnMS FEB $3.00
TOTAL PAID $50.50
I Certify this to be recorded
in Cumberland County FA
RECORDER OF DEEDS
• tdfazm ow denWed by an asterisk nw dm r daring
the verftmdon pmts :s aad nth not be rdhKftd on ihls page.
C RIIPIBD PROPERTY I m"IFICATION ffulasis
3e -07 -0489 -074 - SILV2R SPMQ
CW18 R20I87 02/2012413 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 ol'PeruwAvaala
Tax Map No. or Tax Petrel IdendfiiaMon No.: 3&W- 049W4
I certify that the precise address of the Assignee is do Sabal Financial Group, L.P., 4675 MacArthur
Court, Suite 115550°,` Newport Beach, CA 42660
iGk Ilene
ASSIGNMENT OF MORTGAGE
KNOW ALL MEIN! BY THESE PRESENTS:
THAT, Orrstown ftak, a Pennsyhwia banking corporation, having an address of
77 East ling Street, Shippensburg, PA 17257 (hereinafter referred to as " Aesi Mor "), for value
received, does by these presents, grant, sell, transfer, assign, convey and set over to Magnolia
Pot bRo, LLC, a Delawave limited liability company, its successors and assigns (hereinafter
referred to as " 'Ugg hating an address of c/o Saba] Financial Group, L.P., 4675
MacArthur Court, Suite 1550, Newport Beach, CA 92650, all of Assignor's right title and
interest in and to that certain:
AMO Ref.: 2510.144
Lem Names GURUGOMD LLC
Loan [td: 264758MI
Open -End Mortgage and Security Agreement dated July 8, 2008, executed by
Han -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 mconveyed.
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
Lawn Name: GURUGOV WD LLC
Loan Rif:: 2647SSM1
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed this J�,)- day of
February, 2013.
ASSIGNOR:
ORRSTOWN BANK, a Pennsylvania bantling corporation
By: Magnolia Portf lio, LLC, a Delaware limited liability
company, ' Att -i act
By:
Nacre: R. Patterson Jacks
Title: Authorized Signatory
f Roes'`
o/ 3 o 1.;1
al 3
ACKNOWLEDGMENT .r�tnf - �1/Zeln�rtY•
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 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 rotary:
AMO Rd..: 2510.144
Loan Name: GURUGOVIND LLC
Loan Rd: 26475889001
State of California )
County of Orange )
On February , 2413, 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
Co 'mission # 1834475
Notary Public - Catifornia
L a
Onnpe County
(SEAL) C °mm' Ex trm Mat 27, 2015 r
No Public Signature
• r •r . w �....., ... -+vim awry- .. ..- ..
ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY .
1 COURTHOUSE SQUARE - -
CARLISLE, PA 17013 ,
717 - 240 -6370
Instrument Number - 201305589
Recorded On 2/2012013 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
STATR WRIT TAX $0.50 Certification Page
STATE JCS /ACCESS To $23.50
JuSTICg DO NOT DETACH
RECORDING FEES - $11.50
REOOODER of DEEDS
PAWSL C$RTIFIC.ATION $10.00 This page is now part
FEES of this legal document.
C01MY ARCHWES FEM $2.00
ROD ARCHIVE YZE $3 .00
TOTAL PAID $50.50
1 Certify this to be recorded
in Cumberland County PA
;7
RECORDER OF DEMS
inrormaiian denoted by an asterisk may change during
the vertfldion process and may bat be reflected on this page.
Inst. # 201305644 - Page 1 of 5
I
CERTIFIED PROPERTY IDENTIFICATION NUMBERS
j 38 -07- 0459 -074 - SILVER SPRING
CCGIS REGISTRY 02/20/2013 BY DC
i
I
TIMS 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
Nicl rzellone
ASSIGNMENT OF MORTGAGE
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KNOW ALL MEN 13Y THESE PRESENTS:
THAT, Orrstown Bank, a Pennsylvania banldng 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.: 2510.145
Loan Name: GURUGOVIND LLC
Loan Ref.: 26475889002
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�! Inst. # 201305644 - Page 2 of 5
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! Open -End Mortgage and Security Agreement dated July 8, 2008, executed by
! Hari -Ram, Inc., the grantor, to Orrstown Bank, the Lender, recorded on July 9,
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
i previously released and/or reconveyed.
j 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]
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AMO Ref.: 2510.145
j Loan Name: GURUGOVIND LLC
Loan Ref.: 26475889002
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Inst. # 201305699 - 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
By:
Name: R. Patterson Jackson
Title: Authorized Signat
�eccxox.er� cri : p, (3 o f a o 13
ACKNOWLEDGMENT
col 2 (V 3
STATE OF CALIFORNIA )
SS:
COUNTY OF ORANGE )
On this day of February, 2013, before me person appeared R. Patterson Jackson, as
Authorized Signatory for Magnolia Portfolio, LLC, a Del are limited liability company, Attorney -in-
Fact for Orrstown Bank, a Pennsylvania banking cor tion, known to me or proved to me on the basis
of satisfactory evidence to be the persons who e cuted the foregoing instrument, and they thereupon
duly acknowledged to me that they executed same to be their free act and deed.
WITNESS my hand and official seal.
My commission expires: Name of Notary:
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AMO Ref.: 2510.145
Loan Name: GURUGOVIND LLC
Loan Ref.: 26475889002
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Inst. # 201305644 - Page 4 of 5
State of California )
County of Orange )
On February. 2013 bef ore before me, Lynn Mattson, Notary Public, personally appeared
R. Patterson Jac so , 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 MA—
S'O'N-commission # 1930475 Z
Notary Public - calitornia
z orange County
(SEAL) My Comm. Expires Mar 27, 2015
ary Publi • Signa ure
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Inst. #k 201305644 - Page 5 of 5
ROBERT P. ZIEGLER
RECORDER OF DEEDS `
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE "-
CARLISLE PA 17013 _
717 -240 -6370 -
1 Inshwuent Number - 201305644
Recorded On 2/20/2013 At 11:11:37 AM * Total Pages - 5
w Instrument Type - ASSIGNMENT OF MORTGAGE
Invoice Number - 129767 User ID - BMM
" Mortgagor - HARI- RAM, INC
* Mortgagee - MAGNOLIA PORTFOLIO LLC
k Customer - SIMPLIFILE LC E-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
/� )
v � v
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R> CORDER OF I)E DS
1750
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* - Information denoted by an asterisic may change during
the verincation process and may not be reflected oil this page.
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ASSIGNMENT OF SECURITY DOCUMENTS
ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION,
( "Assignor "), for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, hereby sells, transfers, assigns, delivers, sets -over and conveys to MAGNOLIA
PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, its successors
and assigns ( "Assignee "), without recourse to the Assignor, and without representations,
warranties or covenants, express or implied, written or oral, by the Assignor, all right, title and
interest of the Assignor in and to the loan identified on Exhibit A attached hereto (the "Loan "),
including without limitation all of Assignor's right, title and interest in any guaranties, loan
participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan,
together with any other documents or instruments executed and/or delivered in connection with
or otherwise related to the Loan.
Dated this t—J ' of February, 2013
ASSIGNOR:
ORRSTOWN BANK, a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liabild m , its Attomey -in -Fact
By: -
Name: R. Patterson Jackson
Title: Authorized Signatory
AMO Ref.: 2510.037
Loan Name: HARI RAM NC
Loan Ref: 26359906001
EXHIBIT "A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
That certain loan dated January 17, 2001, in the stated original principal amount of
$2,669,000.00, executed by HARI RAM, INC to ORRSTOWN BANK, which is secured by
property located in Cumberland County, State of Pennsylvania_
AMO Ref.: 2310.037
Wan Name: HARI RAM INC
Wan Ref.: 26359806001
EXHIBIT B
BUSINESS # 1971723 v.]
PROMISSORY NOTE
_..._ ..................................: ...._..................�._..... __ ............_... _......................:.... _r��tj€
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Borrower HARI RAM, INC- (TiN: 23- 2512355) Lender ORRSTOWN BANK
1188 GREENFIELD DR. P.O. Box 250
MECHANICSBURG, PA 17055 Shippensburg, PA 17257
Principal Amount: $2,669,000.00 Initial Rate: 9.500°6 Date of Note: January 17, 2001
PROMISE TO PAY. HARE RAM, INC. ( "Borrower ") promises to pay to ORRSTOWN BANK ( "Lender "), or order, in lawful money of the United
States of America, the principal amount of Two Million Six Hundred Sixty Nine Thousand & 00/100 Dollars ($2,669,000.00) or so much as may
be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date
of each advance until repayment of each advance.
PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following
payment schedule.
12 consecutive monthly interest payments, beginning February 17, 2001, with interest calculated on the unpaid principal
balances at an interest rate of 9.500% per annum; 24 consecutive monthly principal and interest payments of $24,878.58
each, beginning February 17, 2002, with Interest calculated oh the unpaid principal balances at an interest rate of 9.500%
per annum,-fand 216 consecutive monthly prfndpal'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 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 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. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid Interest, then to principal, and any remaining amount to any unpaid collection costs
and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which
is the WALL STREET PRIME (the "Index"). The Index is not necessarily the lowest rate charged by Lender on Its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index
rate upon Borrower's request Borrower understands that Lender may make loans based on other rates as well. The interest rate change will not occur -
more often than a r. The index currently Is 9.500% per annum. The Interest rate or rates to be applied to the,unpald principal balance of
this Note will be the rate or rates set forth above in the "Payment" section. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law. Whenever increases occur In the interest rate, Lender, at its option, may do one or more of the
following: (a) increase Borrower's payments to ensure 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 portion of the amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrowers obligation to continue to make payments under the payment schedule. Rather, they will reduce the
principal balance due and may result in Borrower making fewer payments.
LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever
is greater.
DEFAULT. Borrower will be In default If any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any
promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition
contained In this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Borrower defaults under
any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Borrower's property or Borrowers ability to repay this Note or perform Borrower's obligatlons under this Note or any of the
Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrowers behalf is false or misleading in any
material respect either now or at the time made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for any part of 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 Borrowers property on or In which Lender has a lien or security Interest This
Includes a garnishment of any of Borrowers accounts with Lender. (g) Any guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired. (I) Lender in good faith deems itself insecure.
If any default, other than a default In payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) if the cure requires more than fifteen (15) days,
Immediately initiates steps which Lender deems In Lenders sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on
this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Upon default, including failure to pay upon final
maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note by 4.000 percentage points.
The Interest rate will not exceed the maximum rate permitted by applicable law. Lender may 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 fimits under applicable law, Lenders attorneys' fees
and Lenders legal expenses whether or not there Is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings (Including
efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post— judgment collection services. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. If Judgment is entered in connection with this
Note, interest will continue to accrue on this Note after Judgment at the interest rate applicable to this Note at the time judgment is entered. This Note
Ot -17 -2001 PROMISSORY NOTE Page 2
Coan 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
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 Originial Commitment Letter to the Borrower, on an annual basis. If the Lender does not receive
the required financial information within two hundred seventy (270) days of the Borrower's fiscal 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 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. 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.
:- :•:::: -• ::::::•::.::: >:.. :
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m4:G.iii : :
:•.::. ;.; .... _. .......... ..... � .:'�i <i -. � - ' � '. � ': : ::' ' al %![Y:� ?«� ^ .�5�:�::;:f =t cjiiji`::4: �':.r'.':.:r: -x^
KANJIBHAI R. ATEL, PRESIDENT Z LAXMIKANT K. PATEL, VICE PRESIDENT & SECRETARY
Variable Rate.. LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.290 (C) Concentrex 2001 Au rights reserved IPA -020 F3.29a P3.2 9a 07420CL.LN C2.OVL1
EXHIBIT C
BUSINESS # 1971723 v.1
RECORDATION REQUESTED BY:
GG
ORRSTOWN BANK ROBE "•T ZIECLER
P.O. Box 260 fr'C Qr gcEDS
Shippensburg, PA 17267
�U }. }Of_RLA110 C00} }TY"PA .
WHEN RECORDED MAIL TO: Q � ,;flit 22 P�1 12 26
ORRSTOWN BANK
P.O. Box 260
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, Shippensburg, PA 17257 (referred to below as "Lender ").
GRANT OF MORTGAGE. For valuable considerstion, Grantor grants, barppeelIne, sells, conveys, assigns, transfers, releases, confirms and
mortgages to Lender all of Grantor's right, this, and Interest In and to the fotiowing described real property, together with of existing or subsequently
i erected or affixed buildings, Improvements and fbdums; all abseb, lanes, allays, passages, and ways; all easements, rights of way, all liberties,
privileges, tenements, heredllaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and
remainders with respect thereto; all water, water rights, watercourses and ditch rights ( Including stock In uNNlles with cinch or Irrigation rights); and ail
other rights, royalties, and profits relating to the real property, including without limitation all minerals, oll,•gas, geothermal and similar matters, located
In CUMBERLAND County, Commonwealth of Pennsylvania (file "Real Property "):
DEED DATED 2 -25-00 AND RECORDED IN BOOK 218 PAGE 724 IN SILVER SPRING TWP.
The Real Property or Its address Is commonly known as LOT 30 BENT CREEK SUBDIVISION,
MECHANICSBURG, PA 17065.
Grantor presently assigns to Lender all of Grantor's right, tide, and Interest In and to all leases of the Property and all Rents from the Property. In
addition, Grantor grants to Lender a Uniform Commercial Code security Interest In the Personal Property and Rents.
DEFINITIONS. The following words shah have the following meanings when used In this Mortgage. Terms not otherwise defined In this Mortgage shall
have the meanings atidbuted 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 this
Mortgage.
Grantor. The word "Grantor" means HARI RAM, INC.. The Grantor Is the mortgagor under this Mortgage.
Guarantor. The word "Guarantor" means and Includes without limitation each and all of the guarantors, sureties, and accommodation parties In
connection with the Indebtedness,
Improvements. The ward "Improvements" means and Includes without Ilmnation all existingg and future Improvements, buildings, structures,
i mobile homes affixed on the Real Property, facihdes, additions, replacements and other construofion 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 obllgations of Grantor or expenses Incurred by Lender to enforce obligations of Grantor under this Mortgage, together with
Interest on such amounts as provided In this Mortgage. The Item and security Interests created pursuant to this Mortgage covering the
Indebtedness which may be created in the future shall relate beck to the date of this Mortgage.
Lender. The word "Lender" means ORRSTOWN BANK, Its successors and assigns. The Lender Is the mortgagee under this Mortgage.
o e o "Moir gage' i e - tPifFM tCT ali9'CSfxt9r aT1tl IDds�w11110pr31mltallarraN asslgnmeru and security
Interest provisions relating to the Personal Property and Rents.
Note. The word "Note" means the promissory note or credit agreement dated January 17, 2WI, In the original principal amount of
$2,669,DDO.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancing& of, oonsolldallons of, and
substitutions for the promissory note or agreement. The maturity date of this Mortgage Is January 17, 2022. NOTICE TO GRANTOR: THE NOTE
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CONTAINS A VARIABLE INTEREST RATE.
Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned
by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and adcItlons 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 Properly.
Real Property. The words "Real Properly" mean the property, Interests and rights described above in the "Grant of Mortgage" seotlon,
Related Documents. The words Insisted Documents" mean and Include without Iimllallon 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 'Rants" 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 (21 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 tits Mortgage; Grentor shall pay to Lender all amounts secured by this Mortgage
as they became due, and &hall strictly perform all of Grantor's obligations under this Mortgage,
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shah be governed by the
following provisions:
Possession and flee, Unlit In default or until Lender exercises Its right to collect Rents as provided for in the Assignment of Rents form executed
by Grantor In connection with the Property, Grantor may remain In possession and control of and operate and manage the Property and collect
the Rants from the Property.
Duty to Maintain. Grantor shall maintain the Property In tenantable condition and promptly perform all repairs, replacements, and maintenance
necessary to preserve Its value.
Hazardous Substances. The terms "hazardous waste," "hazardous substance; "disposal," "release," and "threatened release," as used In this
Mortgage, shall have the same meanings as set forth In the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Supedund Amendments and Reauthorization Act of 1966, Pub. L. No. 99 -499
(( SARA "), the Hazardous Materials Transportation Act, 49 U,S,C, Section 1601, at seq., the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901, at seq., or other applicable 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 fraction thereof
and asbestos. Grantor represents and warrants to Lender 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 r o waste or su bstan c e by any person on,
AooKirACe 1�
i
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01-17 -2001 MORTGAGE Page 2
Loan No (Continued)
i under, about or from the Property; (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to
and acknowledged by Lender In writing, (1) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any
hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (11) any actual or
threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and acknowledged by
Lender In writing, (1) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture,
store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (II) any such aotivlty shall be
conducted In compliance with 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 Inspections and
lasts, at Grantor's expense, as Lender may deam appropriate to determine compliance of the Property with this section of the Mortgage. Any
inepwitone 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 Grant s due diligence In
Investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and wolves any future claims against
Lender for Indemnify or contribution In the event Grader becomes Pablo for cleanup or other costs under any such laws, and (b) ogress to
Indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may dlrsotiy or
I Indkoolly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture,
j storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the
Mortgage, Including the obligation to Indemnify, shelf survive the payment of the Indebtedness and the satisfaction and reconveyance of the Ilan of
i 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
j right to remove, any limber, minerals (Including oil and gas), soil, gravel or rook products without the prior written consent of Lender.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of
Lender. As a condltlon 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 Its agents and representatives may enter upon the Real Property at all reasonable times to attend to
Lender's Interests and to Inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in
effect, of all governmental authorities applicable to the use or occupancy of the Property, Including without limitation, the Americans With
Disabilities Act. Grantor may contest In good faith any such law, ordinance, or regulation and withhold compliance during any proceeding.
Including appropriate appeals, so long as Grantor has notified Lender In writing prior to doing so and so long as, In Lender's sole opinion,
Lender's Interests In the Property are not Jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably
satisfactory to Lender, to protect Lender's Interest.
Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Property. Grantor shall do all other sots, In addition to those acts
set lorth above In this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property.
CONSTRUCTION LOAN. It 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 shall be completed no later than the maturittyy dale of the Note (or such earlier date as Lender
may reasonably establish) and Grantor shah pay in lull all costs and expenses In connection with flue work. Lender, at Its option, may disburse loan
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 hens, Including those of material suppliers and workmen. Lender may require, among other things, that disbursement requests be
supported by recelpted bills, expense affidavits, waivers of [lens, construction progress reports, and such other documentation as Lender may
reasonably request.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Its option, declare Immediately due and payable all sums secured by this Mortgage upon the
sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any Interest in the Real Property. A "eats or
transfer" means the conveyance of Real Property or any right, tide or Interest therein; whether legal, beneficial or equitable; whether voluntary or
Involuntary; whether by outright sate, deed, Installment We contract, land contract, contract for deed, leasehold interest with a term greater then three
(3) years, lease - option contract, or by safe, assignment, or transfer of any beneficial Interest In or to any land trust holding tiNe to the Real Property, or
by any other method of conveyance of Real Property Interest. N any Grantor Is a corporation, partnership or limited IlabNry company, transfer also
Includes any change In ownership of more than twenty-five percent (26%) of the voting stook, partnership Interests or limited liability company Interests,
as the case may be, of Granlor. However, this option shah not be exercised by Lender If such exercies Is prohibited by federal law or by Pennsylvania
law.
TAXES AND LIENS. The following provisions raising to the taxes and Itsns on the Property are a part of this Mortgage.
Payment. Grantor shah pay when due (and In all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges
and sower service charges levied against of on account of the Property, and shell pay when due all claims for work dons an or for servloes
rendered or material furnished to the Property. Grantor shall maintain the Properly free of all ions having priority over or equal to the Interest of
Lender under this Mart e e arcs I for the Ilan of taxes and assessments not due, except for the Existing Indebtedness referred to below, and
except as otherwlse provided In the ow ng paragraph.
Right To Contest. Grantor may withhold payment of any lax, assessment, or claim in connection whin a good faith dispute over the obligation to
pay, so long as Lendors Interest In the Properly Is not Jeopardized. II a hen arises or Is filed as a result of nonpayment, Grantor shall within fifteen
(16) days after the Ilan Maas or, if a Ilan Is Ned, within fifteen (16) days after Grantor has notice of the thing, secure the discharge of the lion, or If
requested by Lender, deposit with Lender cash or a suf olenl corporate surely bond or other security sallsfactory to Lender in an amount sufficient
to discharge the Ilan plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In
any contest, Grantor shall defend itself and Lender and shelf satiety any adverse Judgment before enforcement against the Property. Grantor shall
name Lender as an additional obligee under any surety bond furnished in the contest proceedings.
Evidence of Payment. Grantor 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 aasessments against the
Property.
Notice of Construction, Grantor shah frothy Lender at least fifteen (16) days before any work Is commenced, any sorvIcee 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
I
cost of such Improvements.
PROPERTY DAMAGE INSURANCE. The following provisions raising to Insuring the Property are a part of this Mortgage.
Maintenance of Insurance. Grantor shell 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 suMolent to avoid application of any
coinsurance clause, and with a standard mortgagee clause In favor of Lender. Grantor shad also prooure and maintain comprehensive general
liability Insurance In such coverage amounts as Lender may (squeal with Lender being named as additional insureds In such liability Insurance
policies. Additionally, Grantor shah maintain such other Insurance, Including but not limited to hazard, business Interruption and better insurance
I as Lender may require. Policies shall be written by such Insurance companies and In such form as may be reasonably acceptable to Lender.
Grantor shalt deliver to Lender certificates of coverage from each Insurer containing a stipulation that coverage will not be cancelled or diminished
without a minimum of tan (10) days' prior written notice to Lender and not containing any dlscWmer of the Insuroes 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 at any time became located In an area designated by the
Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to oblaln and maintain Federal Flood
Insurance for the full unpaid principal balance of the loan and any prior hens 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 farm of the lean.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender ma make proof of loss If Grantor
laps to do so within fifteen (16) days of the casualty. Whether or not Lender's security Is Impaired, Lender may, at I election, 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
Lender. Lender shelf, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair
or restoration if Grantor Is not In default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and
which Lender has not committed to the repair or restoration of the Property shah 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 bolan indebted 11 Lender holds
any proceeds after payment In full of the Indebtedness, such proceeds shall be paid to I P ACE e>
Unexpired Insurance at Sale. Any unexpired Insurance shall Inure to the benefit of, and pass to, the purchaser of the Property covered by this
Mortgage at any trustee's sale or other sale held under the provisions of this Mortgage, or at any foreclosure sale of such Property.
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01_17_2001 MORTGAGE Page 3
L No (Continued)
Compliance with Existing Indebtedness. During the period In which any Existing Indebtedness described below is in effect, compliance with the
Insurance provisions contained In the instrument evidencing such Existing Indebtedness shall constltule compliance with the Insurance provisions
under this Mortgage, to the extent compliance with the terms of this Mortgage would consttule 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 Lander a report on each
oxisting policy of Insurance showing; (a) the name of the Insurer; (b) the risks Insured; (c) the amount of the policy; (d) the property Insured, the
then current replacement value of such property, and the manner of determining that value; and (e) the expIrallon date of the policy. Grantor
shall, upon request of Lander, have an Independent appraiser satisfactory to Lender delarmine the cash value replacement cast of P he Property.
EXPENDITURES BY LENDER, It Grantor falls to comply with any provision of this Mortgage, Includinge any obligation to maintain Existing Indebtedness
In good standing as required below, or It any action or proceeding is commenced that would matedaNy affect Lender's Interests in The Property, Lender
on Grantor's behalf may, but shall not be required lo, 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 hom 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
Instalment payments to become due during either p) the term of any applicable Insurance policy or (N) the remaining tern 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
rights provided for to 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 Lander from any remedy that It otherwise would have had.
Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure Judgment.
WARRANTY; DEFENSE OF TITLE. The fallowing provisions relating to ownership of the Property are a part of this Mortgage.
i Title. Grantor warrants that: (a) Grantor holds good and marketable tide of record to the Property In fee simple, free and clear of all Yens and
encumbrances other than those set forth In the Real Properly descriplion or in the Existing Indebtedness section below or In any Alb Insurance
policy, Atle report, or Anal title opinion Issued in favor of, and accepted by, Lander In connection with this Mortgage, and (b) Grantor has the full
right, power, and authority to execute and deliver this Mortgage to Lander.
Defense of Title. Subject to the exception In the paragraph above, Grantor warrants and will forever defend the tlge to the Property against the
lawful claims of all persons. In the event any action or proceeding Is commenced that questions Grantor's Ole 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 partloipate 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 parildpa8on.
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 govemmentat auttlorglas.
EXISTING INDEBTEDNESS. The following pro*fons concerning existing Indebtedness (the "ExIsting Indebladnessl are a part of this Mortgage,
Existing Lien. The lien of this Mortgage securing the. Indebtedness may be secondary and Inferior to an existing Ilan. Grantor expressly
covenants and agrees to pay, or see to the payment of, the Existing Indebtedness 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.
Default. It the payment of any Installment of principal or any Interest on the Ddsting Indebtedness Is not made within the Ame required by the note
evidencing such Indebtedness, or should a default occur under the Instrument securing such Indebtedness and not be cured during any
Applicable grace period therein, then, at the option of Lender, the Indebtedness secured by this Mortgage shall become Immediately due and
payable, and this Mortgage shall be In default.
No Modification. Grantor 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 shag
neither request nor accept any future advances under any such security agreement without the prior written consent of Lender.
CONDEMNATION. The following provisions raising to oondomnaficn 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 Ileu of condemnation, Lender may at As election require that all or any portion of the net proceeds of the award be applied to the Indebtedness
or the repair or restoration of the Property. The not proceeds of the award shall mean the award after payment of all actual costs, expenses, and
attorneys' fees incurred by Lender in connection with the condemnation.
Proceedings. If any proceeding In condemnation Is filed, 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 as may be requested by It from Ame to time to permit such participation.
IMPOSITION OF TAXES, FEES AND C HARGES BY GOVERNMENTAL AUTHORIT Th f ollow i ng p rovisions relating to governmental taxes, fees
and thls-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 Lenders Ilan on the Real Property. Grantor shall reimburse Lender for all
taxes, as described below, together with all expenses Incurred In recording, perfecting or continuing this Mortgage, Including without limltafion all
taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage.
Texas. The following shag constitute taxes to which this section apples: (a) a specific tax upon this type of Mortgage or upon all or any pad of
the Indebtedness secured by this Mortgage; (b) a speelflo 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 Lender or the holder of the Note; and
(d) a specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Grantor.
Subsequent Taxes. If any tax to which this section applies Is enacted subsequent to the data of thls Mortgage, this event shall have the cams
effect as an Event of Default (as defined below), and Lender may exercise any or all of Its available remedies for an Event of Default as provided
below unless Grantor either (a) pays the tax 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 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.
j Security Agreement. This Instrument shall oonsttlute a security agreement to the extent any of the Property constitutes fixtures or other personal
property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to Ame,
Security Interest. Upon request by Lender, Grantor shag execute Ananclng statements and take whatever other action Is requested by Lender to
l perfect and continue Lender's security Interest In the Rents and Personal Property. In addition to recording this Mortgage In the real property
records, Lender may, at any time and without further Authorization from Grantor, the executed counterparts, copies or reproductions =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 assemble the Personal Property In a manner and at a place reasonably convenient to Grantor and Lander and make It
available to Lender within three (3) days after receipt of written demand from Lander.
Addressee. 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 ss required by the Uniform Commercial Code), are as stated on the Arsl 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 time, and from time to Ame, 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, refixed, or
rerecorded, as the case may be, at such times and In such offices and places as Lender may deem appropriate, any and al such mortgages,
deeds of trust, security deeds, security agreements, Ananoing 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 (a) the obligations of Grantor under the Note, this Mortgage, and the Related Documents, and (b) the liens and security Interests
j created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Union prohibited by law or agreed to the
contrary by Lender In writing, Grantor shag reimburse Lender for all costs and expenses Incurred I�cgr who 1h,�Iffers referred to In this
paragraph. tj r (J J
Additional Authorization. It Grantor fails to do any of the things referred to In the preceding paragraph, Lender may do so for and In the name of
Grantor and at Grantor's expense, For such purposes, Grantor hereby Irrevocably authorizes Lender to make, execute, deliver, Ale, 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
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y01 -17 -2001 MORTGAGE Page a
Loan No (Continued)
understood that nothing set forth herein shall require Lender to take any such actions.
FULL PERFORMANCE. It 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 lermination of any financing
statement on file evidencing Lender's security Interest In the Rents and the Personal Property. Grantor will pay, N pa milled by applicable law, any
reasonable termination fee as determined by Lender from time to lime.
DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Defaull% under this Mortgage:
Default on Indebtednase. 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 lien.
Compliance Default. Failure of Grantor for comply with any other term,
nt r condition contained In this Mortgage, the Note or In
obit Non covens o co d
I� ga ,
any of the Related Documents.
Default In Favof 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 Grarl ability to repay the
Note or Grantor's ability to perform Grantor's obligations under this Mortgage or any of the Related Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Mortgage, the
Nate or the Related Documents is false or misleading In any material respect, either now or at the time made or furnished.
Defective Collateralimtlon. This Mortgage or any of the Related Documents ceases to be In full force and effect (including (allure of any collateral
documents to create a valid and perfected security Interest or Ilan) 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 appointmenl 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 lorfelture proceedings, whether by Judicial procesdinpp, 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 falth dispute by Grantor as to the valldlty or reasonableness of the claim which Is the basis of the foreclosure or forefeiturs
proceeding, provided that Grantor gives Lender written notica of such claim and furnishes reserves or a surety bond for the claim satisfactory to
Lender.
Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lander that is not remedied
wllhin 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 ExdstIng
Indebtedness, or commencement of any suit or other action 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 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 lo, permit the Guarantor's estate to assume unconditionally the obligation arising under the guaranty In a manner satisfactory
to Lender, and, in doing so, cure the Event of Default.
Adverse Change. A materiel adverse change occurs In Grantor's financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness Is Impaired.
Insecurity. Lender in good faith deems Itself insecure.
Right to Cure. If such a failure Is curable and If Grantor has not been given a notice of it breach of the same provision of this Mortgage within the
preceding twelve (12) months, N may be cured (and no Event of Default Will have occurred) If Grantor, after Lender sends written notice
demanding cure of such faNUre: (a) oures the tallure within fifteen (16) days; or (b) If the ours requires more than fifteen (16) days, Immediately
Initiates steps sufficient to cure the failure and thereafter continues and completes all reasonable and necessary steps suMclent 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 low, Lender shell have the right at Its option without notice to Grantor o 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.
CageerRante- tunder dght, Urtake-possession -oHhe- Proper( y - and- coliNHhe- Rentsrineluding-amoun Lander
I
past
ay require any te or other user of the party over to make payments ofr rent against the
directly o Lander, In he Rents are a olleccted g 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.
I Appo int 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 W 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.
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 or 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, wllhout 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.
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 exerclse, of the rights provided In this section.
Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property Is sold as provided above or Lender otherwise
becomes entitled to possession of the Property Upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of
the Property and shall, at Lender's option, either (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 and remedies provided In this Mortgage or the Note or available at law or In equity.
Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all* right to have the property marshalled. In
exercising Its lights and remedies, Lender shall be free to sell all or any part of the Property together or separately, In one sale or by separate
sales. Lender shall be enlified 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 Pro or of the time after
which any private sale or other Intended dlepoaltion of the Personal Property Is to be made. Unless oth rwi b ed by apglN a law,
reasonable notice shell mean notice given at least ten (10) days before the time of the sale or disposition. V FAm f
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 shot 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 aotion to perform an obligafion of Grantor under thin Mortgage
after failure of Grantor to perform shall not affect Lender's right to declare a default and exercise Its remedies under this Mortgage.
Attorneys' Fees; Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be sniffed to recover
such sum as the court may adjudge reasonable as attorneys' fees at trial and an any appeal. Whether or not any court action Is Involved, all
j reasonable expenses Incurred by Lender that In Lender's opinion are necessary at any time for the protection of Its Interes 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 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,
Lender's attorneys' fees 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 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 addhfon to all other sums provided by law.
N0710ES TO GRANTOR AND OTHER PARTIES. Unless otherwise provided by applicable law, any notice under this Mortgage shall be In writing,
may be sent by telefaosimlle (unless otherwise required by law), and shall he effective when actually delivered, or when deposited with a nationally
recognized overnight courier, or, If melted, shall be deemed affective when deposhe4 in the Unlled Steles meh first rises, certified or registered man,
postage prepaid, directed to the addresses shown near the beglnrdng of this Mortgage. Any party may change ILa address for notices under this
Moripape by ghAng formal written notice to Lisa other parties, apeaiying that the purpose of the nonce is to change the party's address. All copies of
notkes o} foreclosure ham the holder of any Ilan which has prlorily over this Mortgage, and notices pursuant 42 Pa. C.S A 9ectlon 8143, el seq., shall
sent to Lenders address, as shown near the beginning of this Mortgage. For notice purposes, Qrenlor agrees to keep Lender Informed at all times
of Grantor's current address.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are it 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 effeodva 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.
"Nat operating Income" shall mean all cash recelpts from the Property less all cash expenditures made In connection with the operation of the
Property.
Morrttlg T his
age shall be governed by and construed le del dance with the Jews acce
f the Comm Commonwealth of ennsylvail Commonweal of Pennsylvania. This
Caption Headings. Caption headings In this Mortgage are for convenience purposes only and are not to be used to Interpret or define the
provisions of this Mortgage.
Merger. There shall be no merger of the Interest or estate created by this Mortgage with any other Interest or estate In the Property at any time
held by or for the benefit of Lender In any capacity, without the written consent of Lender.
j Multiple Parties; Corporate Authority, All obligations of Grantor under this Mortgage shall be joint and several, and all references to Grantor
shall mean each and every Grantor, This means that each of the persons signing below Is responsible for all obligations In this Mortgage.
Severabglty, If a court of competent jurisdiction Ands any provision of this Mortgage to be Invalid or unenforceable as to any person or
circumstance, such finding shall not render that pprovislon Invalid or unenforceable as to Any other persons or circumstances. If feasible, any such
offending provision shall be deemed to be moZ to be within the limits of enforceability or validity; however, if the oHsnding provision cannot be
so modified, It shall be stricken and All other provisions of this Mortgage in all other respects shall remain valid and enforceable.
Succeeeore and Assigns. Subject to the limitations stated In INs Mortgage on transfer of Grantor's Interest, this Mortgage shall be binding upon
and Inure to the benefit of the parties, their helm, personal representatives, successors and assigns. it 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 obligations of this Mortgage or liability under the
Indebtedness.
Time Is of the Essence. Time Is of the essence In the performance of this Mortgage.
Waivers and Consents. Lender shell not be deemed to have waived any rights under this Mortgage (or under the Related Documents) unless
such waiver Is In wrltlng and signed by Lender. No delay or omisslon on the part of Lender In exercising any right shall operate as a waiver of
such right or any other right. A waiver by any party of a provision of this Mortgage shah 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 Grantor, shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future transactions. Whenever
consent by Lender Is required In this Mortgage, the granting of such consent by Lender In any Instance shall not conatllule continuing consent to
subsequent Instances where such consent Is required,
i 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,
RANTO :
HARI RAM, INC.
;A,.'`'•, ".^r.:k'k: ;;f' t ip':• S°..'` r "'.a "N':.`'�
KANJIBHA R. PATEL, PRESIDEN
BY
MI ANT ATF1, VIC ESIDENT 6 SECRETARY
ATTEST*
ta w. . Corporate Seat
.,, ., :, :m:: :.:..; ::< ^g m ( )
ry or A sent secre
Signed, acknowledged and delivered In the presence of:
X •
Witness
X
Witness
CERTIFICATE OF RESIDENCE
I hereby certify, that the precise address of the mortgagee, ORRSTOWN BANK, herein Is as follov:
P.O. Be)( 260, Shlppensburg, PA 17267
Attorney, or Agent formortgagu
60A6651ACE AM
i
�01 -17 -2001 MORTGAGE Page 6
Loan No (Continued)
CORPORATE ACKNOWLEDGMENT
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STATEOF 92nt)B- .,V0.01'V- _ 1
)88
COUNTY OF 1 xlU n )
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i On this, the 1L day of avupr I 20 p� before me ��I�Cy��� the
undersigned Notary Publlo, personally appeared NJISHAI 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 suoh PRESIDENT and VICE PRESIDENT &
SECRETARY, being authorized to do so, exeouted the foregoing Instrument for the purposes therein contained by signing the name of the corporation
by themselves as PRESIDENT and VICE PRESIDENT & SECRETARY.
In witness whereof, I hereunto set my hand and official seal. -
Not-492110 In and for the State of
LASE WAO,Reg.u.s.Pe6 &T.M. oif.,Ver. 3.200(o)oono"ireX2001 All rights ree IPA - O03 P3.20e 071200L. P02,OVLI
C3
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EXHIBIT D
BUSINESS # 1971723 v.1
COMMERCIAL GUARAN
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.. ............................... x.... a.:. a..._.. x..........._. a,., ,�.......:................ <a_.. ................................... x.,........ x. ...•.:::: »:•�;a.:�>xa...s..�••• .• x.............. ...............:a:2;:x »
.. ................ .__...... .... ...ila............. ... .. ..:TL.................... ......... ................,.......... ... .... -., ncca::c...........smxvs:::::::: w:x:..... •.
.............................., .........z... ..md:.......... .. ....... ::::::::::............rz.:mz. .v:........:1....a...._:.n.... ......... v, '
..........................., v.. .....a........., u...a.,.z- .......................... .dx.................e....x.... .............ox. »v. :c2aa,m,:,:v::::: : :; :..nv ,nx»mavas:.:::::nv
, a.:... ,.. .......vrna ............ ........n. ........... .. .. ...... .................,............. ........... ;;.. a .vavmvxvmx:::::::f.Ji
..................... ..........................._.._ ... ... .... .ovua................ ..,...... ................. .. .:::.— :v..z.z,v:::n•.a:,. ...-......:.....: v:::::: ::::::::.:::::vss..ann:sa2::... ............. .._..- sx•.
.. n. n....... z_ z x._.... d...,.. a... n..., v .......... en,............ . xrxn;Sn•... ::...........; ..... __
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particul ar loan or item.
Borrower: HARI RAM, INC. (TIN: 23- 2512955) Lender ORRSTOWN BANK
ilea GREENFIELD DR. P.O. Box 250
MECHANICSBURG, PA 17056 Shippensburg, PA 17257
Guarantor: KANJIBHAI R. PATEL
AMOUNT OF GUARANTY. This Is a guaranty of payment of the Note, including without limitation the principal Note amount of Two Million Six
Hundred Sixty Nine Thousand & 001100 Dollars ($2,669A00.00).
GUARANTY. For good and valuable consideration, KANJIBHAI R. PATEL ( "Guarantor ") absolutely and unconditionally guarantees and
promises to pay to ORRSTOWN BANK ( "Lender ") or its order, on demand, In legal tender of the United States of America, the Indebtedness
(as that term Is defined below) of HARI RAM, INC. ( "Borrower") to Lender on the terms and conditions set forth in this Guaranty.
DEFINITIONS. The following words shall have the following meanings when used In this Guaranty.
Borrower. The word "Borrower" means HARI RAM, INC..
Guarantor. The word "Guarantor" means KANJIBHAI R. PATEL.
Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated January 17, 2001.
Indebtedness. The word "Indebtedness" means the Note, including (a) all principal, (b) all interest, (c) all late charges, (d) all loan fees and
loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses
include without limitation all of Lender's attorneys' fees and Lender's legal expenses, whether or not suit is Instituted, and attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated
posHudgment collection services.
Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns.
Note. The word "Note" means the promissory note or credit agreement dated January 17, 2001, in the original principal amount of
$2,669,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the promissory note or agreement.
Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hereafter existing, executed In connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the
Indebtedness described above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral
securing this Guaranty.
The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either In the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. The
liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties.
NATURE OF GUARANTY. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier
by reason of acceleration or otherwise, of all Indebtedness within the limits set forth in the preceding section of this Guaranty.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been fully and finally paid and satisfied and all other
obligations of Guarantor under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time ' to time: (a) .to make one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any pan of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the
original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness;
(fj to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the
terms of the controlling security agreement or deed of trust, as Lender In its discretion may determine; (g) to sell, transfer, assign, or grant
participations in all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty in whole or In part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements
of any kind have been made to Guarantor which would limit or quality In any way the terms of this Guaranty; (b) this Guaranty is executed at
Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of
this Guaranty do not conflict with or result In a default under any agreement or other Instrument binding upon Guarantor and do not result in a violation
of any law, regulation, court decree or order applicable to Guarantor, (e) Guarantor has not and will not, without the prior written consent of Lender,
sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any Interest therein; (f) upon
Lender's request, Guarantor will provide to Lender financial and credit Information in form acceptable to Lender, and all such financial information
which currently has been, and all future financial information which will be provided to Lender is And will be true and correct in all material respects and
fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may
materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including
i
01_17_2001 • COMMERCIAL GUARANI* Page 2
Loan No (Continued)
those for unpaid taxes) against Guarantor is pending or threatened; p) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower, and 0) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's
financial condition. Guarantor agrees to keep adequately Informed from such means of any facts, events, or circumstances which might In any way
affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information
or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to
extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser,
or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for
payment or to proceed directly or at once against any person, Including Borrower or any other guarantor, (d) to proceed directly against or exhaust any
collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or
private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (f) to pursue any other remedy within Lender's power, or (g) to commit any act or omission of any kind, or at any time, with respect to any
matter whatsoever.
If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be orbecome a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti— deficiency" law or any other law which may
prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of
any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, Including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of
any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment In full
in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the
Indebtedness; (e) any statute of limitations, If at any time any action or suit brought by Lender against Guarantor Is commenced there is outstanding
Indebtedness of Borrower to Lender which Is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness. if payment Is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender Is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any
similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the
Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of Its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver Is determined to be contrary to any applicable law or pubfic policy, such waiver shall be effective only to the
extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a
contractual security interest In and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of
Guarantor's right, I tle and Interest In and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or
on deposit with Lender, whether held In a general or special account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding however an IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be exercised
without demand upon or notice to Guarantor. No security Interest or right of setoff shall be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay In so doing. Every right of setoff and
security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument In
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower
becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment In legal
tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender
hereby Is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute
such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this
Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty.
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. If there Is a
lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of
Pennsylvania. This Guaranty shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including attorneys' fees and Lender's
legal expenses, incurred In connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and
Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses
whether or not there Is 's lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings (and Including efforts to modify or
' w '
01 -17 --2001 COMMERCIAL GUARANI* Page 3
Loan No (Continued)
• vacate any automatic stay or injunction), appeals, and any anticipated post — judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Notices. All notices required to be given by either party to the other under this Guaranty shall be In writing, may be sent by telefacsimile (unless
otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or
when deposited in the United States mall, first class postage prepaid, addressed to the party to whom the notice is to be given at the address
shown above or to such other addresses as either party may designate to the other In writing. If there is more than one Guarantor, notice to any
Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's
current address.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty In the singular shell be
deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named In this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor' respectively shall mean all and
any one or more of them. The words "Guarantor," "Borrower; and "Lender' include the heirs, successors, assigns, and transferees of each of
them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this
Guaranty. If a court of competent Jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance,
such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty
in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it Is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act
on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of
a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a
waiver of kny of Lender's rights or of any of Guarantor's obligations as to any future transactions. Wherever the consent of Lender is required
under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN
FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR
SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY
GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND /OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY" NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JANUARY 17, 2001.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
...
KANJISHAI R. 1 TEL
LASER PRO, Reg. U.S. Pat & T.M. Off., Ver. 3.29c (C) COncentrex 2001 All rights reserved iPA -E20 F3.29 P3.29a 07420CL.LN C2.OVL)
I
I
EXHIBIT E
BUSINESS # 1971723 v.I
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 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 & 001100 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%1, resulting in an initial interest rate of 5.000 %. This estimated final payment is based on the assumption that all
payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued
interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The
annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE- The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the Wall Street Prime (the "Index "). The index Is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may
make loans based on other rates as well. The index currently is 5.000% per annum. The interest rate or rates to be applied to the unpaid
principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this
Note, after the first payment stream, the Interest rate for each subsequent payment stream will be effective as of the last payment date of the
just- ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
applicable law. Whenever increases cccur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover
accruing interest, (Cl 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 y .
Loan No: 26475889002 (Continued) Page 2
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
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 820.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable 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, arid, 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 Gable for all sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records, Including daily computer print -outs.
FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax Returns and /or CPA prepared Financial Statements and
any other financial information, required by the Lender's Original Commitment Letter to the Borrower, on an annual basis. If the Lender does not
receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to
increase the interest rate charged on this Note by 0.25 %. The Borrower shall receive written notification ten (10) days prior to the Lender
increasing the interest rate charged on this Note.
OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s)
with us in excess of the available collected balance In the account(s). .
PROMISSORY NOTE
. Loan No: 26475889002 (Continued) Page 3
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
Information about your account(s) to a consumer reporting agency. Your written notice describing the specific 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 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 ,L IC
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PROMISSORY NONE
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing " * * *" has been omitted due to text length limitations.
Borrower: Gurugovind, LLC Lender ORRSTOWN BANK
1188 Greenfield Drive SEVEN GABLES OFFICE
Mechanicsburg, PA 17055 77 EAST KING STREET
P O BOX 250
SHIPPENSBURG, PA 17257
Princlpal Amount: $5,110,000.00 Initial Rate: 6.250% Date of Note: July 8, 2008
Maturity Date: July 8, 2029
PROMISE TO PAY. Gurugovind, LLC ( "Borrower ") promises to pay to ORRSTOWN BANK ( "Lender "), or order, in lawful money of the United
States of America, the principal amount of Five Mixon One Hundred Ten Thousand & 00 /100 Dollars ($5,110,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of
each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes
resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 12 monthly consecutive
interest payments, beginning August 8, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.250% per
annum; 48 monthly consecutive principal and interest payments in the initial amount of $37,625.94 each, beginning August 8, 2009, with
interest calculated on the unpaid principal balances at an Interest rate of 6.250% per annum; 191 monthly consecutive principal and interest
payments in the initial amount of $34,511.45 each, beginning August 8, 2013, with interest calculated on the unpaid principal balances at an
interest rate based on the Wall Street Prime (currently 5.000 %), resulting in an initial interest rate of 5.000 %; and one principal and interest
payment of $34,510.64 on July 8, 2029, with interest calculated on the unpaid principal balances at an interest rate based on the Wall Street
Prime (currently 5.000 %). resulting In an Initial interest rate of 5.000%. This estimated final payment is based on the assumption that all
payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued
interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The
annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the Wall Street Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan. Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate or rates to be applied to the unpaid
principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this
Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the
just - ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover
accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase
Borrower's final payment.
PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon
prepayment of this Note, Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during
the next five (5) years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00 %) prepayment penalty. The assessment
percentage shall decrease one percent (1.00 %) per annum to par. Lender acknowledges that excepted from this assessment will be principal
payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any
prepayments generated as a result of a refinancing at any other financial institution. Except for the foregoing, Borrower may pay all or a portion
of the amount owed earlier than is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation
to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments. . Except for the foregoing. Borrower may pay all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments.
Borrower agrees not to send Lender payments marked "paid in full ", °without recourse ", or similar language. If Borrower sends such a
payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further
amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that
Indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG,
PA 17257.
LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $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
i
,
OROMISSORY NOTE
Loan No: 26475889001 (Continued)
Page 2
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower,
the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout,
or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender In good faith believes itself insecure.
Cure Provisions. If any default, other than a default In payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,
whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to
all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any
and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff
rights provided in this paragraph.
COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein:
(A) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 4900 and 4930 Woodland Drive,
Enola, PA 17025" and located in Cumberland County, Commonwealth of Pennsylvania.
(B) an Assignment of All Rents to Lender on real property described as "Real Property located at 4900 and 4930 Woodland Drive, Enola,
PA 17025" and located In Cumberland County, Commonwealth of Pennsylvania.
(C) a Mortgage dated July 8, 2008, to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard,
Mechanicsburg, PA 17050" and located in Cumberland County, Commonwealth of Pennsylvania.
(D) an Assignment of All Rents to Lender on real property described as "Real Property located at 350 Bent Creek Boulevard,
Mechanicsburg, PA 17050" and located in Cumberland County, Commonwealth of Pennsylvania.
(E) inventory, chattel paper, accounts, equipment and general intangibles described in Commercial Security Agreements dated July 8,
2008.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further
information concerning this requirement is set forth in the Security Agreement and Mortgage and in the Agreement to Provide Insurance, all the
terms and conditions of which are hereby incorporated and made a part of this Note.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled
to further loan advances. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records, including dally 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.
PROMISSORY NOTE
Loan No: 26475889001 (Continued) Page 3
OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s)
with us in excess of the available collected balance in the account(s). .
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to
us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it
will not affect the enforceability of any other provisions of this Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT. COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS
OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (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
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Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG, PA
17257
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P O BOX 250
SHIPPENSBURG, PA
17257
I
FOR RECORDER'S USE ONLY
I
OPEN - END MORTGAGE AND SECURITY AGREEMENT
(This instrument is an open -end mortgaga and secures future advances pursuant to 42 Pa. C.S.
H 8143 and 8144, Act No. 126 of 1990)
Amount Secured Hereby: $640,000.00
THIS MORTGAGE dated July 8, 2008, is made and executed between Hari -Ram, Inc., whose
address is 1188 Greenfield Drive, Mechanicsburg, PA 17055 (referred to below as "Grantor ")
and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 250,
SHIPPENSBURG, PA 17257 (referred to below as "Lender ").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases, confirms and mortgages to Lender all of Grantor's right, title, and Interest in and to the following described
real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements,
hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and
remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock In utilities with
ditch or Irrigation rights); and all other rights, royalties, and profits relating to the real property, including without
limitation all minerals, oil, g 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 350 Bent Creek Boulevard,
Mechanicsburg, PA 17050.
CROSS- COLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus
Interest thereon, of either Grantor or Borrower to Lender, or any one or more of them, as well as all claims by Lender
against So rower and Grantor or any one or more of em, whether now existing or hereafter arising, whether re a e or
unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or Indirect,
determined or undetermined, absolute or contingent, liquidated or unllquideted, whether Borrower or Grantor may be
liable individually or Jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and
whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and
whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.
Grantor presently assigns to Lender all of Grantor's right, title, and Interest In and to all present and future leases of the
Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security
Interest in the Personal Property and Rents.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND
PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF
ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
GRANTOR'S WAIVERS. Grantor wolves all rights or defenses arising by reason of any "one action" or "anti- deficlency"
low, or any other law which may prevent Lender from bringing any action against Grantor, Including a claim for
deficiency to the extent Lender Is otherwise entitled to a claim for deficiency, before or after Lander's commencement
or completion of any foreclosure action, either Judicially or by exercise of a power of sale.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage is executed at
Borrower's request and not at the request of Lender; (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 (a) Lender has made no
representation to Grantor about Borrower pncluding without limitation the creditworthiness of Borrower).
PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage, Borrower and Grantor shall pay to
Lender all Indebtedness secured by this Mortgage as it becomes due, and Borrower and Grantor shall strictly perform all
Borrower's and Grantor's obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's
possession and use of the Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain In possession and
control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property.
i
i
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 nor any tenant, contractor, agent or other
authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with
all applicable federal, state, and local laws, regulations and ordinances, Including without limitation all
Environmental Laws. Grantor authorizes Lander and Its agents to enter upon the Property to make such
Inspections and teals, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any Inspections or tests made by 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
j a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to Grantor's ownership or Interest In the Property, whether
or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage,
Including the obligation to indemnify and defend, shall survive the payment of the Indebtedness 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, sell, 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 authorities applicable to the use or occupancy of the
Property, Including without limitation, the Americans With Disabilities Act. Grantor may contest In good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate appeals,
so long as Grantor has notified Lender in writing prior to doing so and so long as, In Lender's sole opinion, Lender's
Interests In the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety
bond, reasonably satisfactory to Lender, to protect Lender's Interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other
acts, In addition to those acts set forth above in this section, which from the character and use of the Property are
asonably- necessar "o- protec"ndpreserv"hcrPropor .
DUE ON SALE - CONSENT BY LENDER, Lander may, at Lender's option, declare immediately due and payable all sums
secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any port of the Real
Property, or any interest In the Real Property. A "sale or transfer" means the conveyance of Real Properly or any right,
i title or Interest In the Real Property; whether legal, beneficial or equitable; whether voluntary or Involuntary; whether by
outright sale, deed, Installment sale contract, land contract, contract for deed, leasehold Interest with a term greater
than three (3) years, lease- option contract, or by sale, assignment, or transfer of any beneficial Interest In or to any land
trust holding title to the Real Property, or by any other method of conveyance of an Interest In the Real Property. If any
Grantor Is a corporation, partnership or limited liability company, transfer also Includes any change In ownership of more
than twenty -five percent (25 %) of the voting stock, partnership Interests or limited liability company Interests, as the
case may be, of such Grantor. However, this option shall not be exercised by Lender If such exercise Is prohibited by
federal law or by Pennsylvania law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage;
Payment, Grantor shall pay when due (and In all events prior to delinquency) all taxes, payroll taxes, special taxes,
assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay
when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any liens having priority over or equal to the Interest of Lender under this Mortgage,
j except for the Existing Indebtedness referred to In this Mortgage or those liens specifically agreed to in writing by
Lender, and except for the Ilan of taxes and assessments not duo as further specified In the Right to Contest
paragraph.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim In connection with a good faith
dispute over the obligation to pay, so long as Lender's Interest in the Property Is not Jeopardized. If a lien arises or
Is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, If a Ilan is filed,
within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by
Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In on
amount sufficient to discharge the lien plus any costs end reasonable attorneys' fees, or other charges that could
accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend Itself and Lender and
shall satisfy any adverse Judgment before enforcement against the Property. Grantor shall name Lender as an
additional obligee under any surety bond furnished In the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes
I or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written
statement of the taxes and assessments against the Property.
I
MORTGAGE
(Continued) Page 3
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any
j services are furnished, or any materials are supplied to the Property, if any mechanic's Ilan, materialmen's lien, or
other Ilan could be asserted on account of the work, services, or materials. Grantor will upon request of Lender
furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
I 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 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
I policies. Additionally, Grantor shall maintain such other insurance, Including but not limited to hazard, business
i Interruption and boiler insurance as Lender may require. Policies shall be written by such Insurance companies and
i
in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten (10) days' prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to
give such notice. Each Insurance policy also shall Include an endorsement providing that coverage In favor of
Lender will not be impaired In any way by any act, omission or default of Grantor or any other person. Should the
Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a
special flood hazard area, Grantor agrees to obtain 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
set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such
Insurance for the term of the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may
make proof of loss if Grantor 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 Ilan affecting the Property, or the restoration
and repair of the Properly. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or
replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon
satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration If Grantor is not In default under this Mortgage. Any proceeds which have not been disbursed
within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property
shall be used first to pay any amount owing to Lender under this Mortgage, than to pay accrued Interest, and the
remainder, If any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after
payment In full of the Indebtedness, such proceeds 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
I f 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
j Lender deems appropriate, including but not limited to discharging or paying oil taxes, (lens, 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 shall be in addition to all other rights and remedies to which
Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any
mortgage foreclosure judgment.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this
Mortgage:
Title. Grantor warrants that: (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 (b) Grantor has the full right, power, and
authority to execute and deliver this Mortgage to Lender.
Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the
title to the Property against the lawful claims of all persons. In the event any action or proceeding Is commenced
that questions Grantor's title or the Interest of Lender under this Mortgage, Grantor shall defend the action at
Grantor's expense. Grantor may be the nominal party In such proceeding, but Lender shall be entitled to
participate In the proceeding and to be represented In the proceeding by counsel of Lender's own choice, and
Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time
to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all
existing applicable laws, ordinances, and regulations of governmental authorities.
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Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor In
this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing In nature, and shall
remain in full force and effect until such time as Borrower's Indebtedness shell be paid In full.
EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage:
Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to an existing
lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to
prevent any default on such Indebtedness, any default under the Instruments evidencing such Indebtedness, or any
default under any security documents for such Indebtedness.
No Modification, Grantor shall not enter Into any agreement with the holder of any mortgage or other security
agreement which has priority over this Mortgage by which that agreement Is modified, emended, extended, or
renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances
under any such security agreement without the prior written consent of Lender.
CONDEMNATION. The following provisions relating to condemnation proceedings area pert of this Mortgage:
Proceedings. If any proceeding In condemnation Is filed, Grantor shall promptly notify Lender In writing, and
Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award, Grantor
may be the nominal party in such proceeding, but Lender shall be entitled to participate In the proceeding and to be
represented In the proceeding by counsel of Its own choice, and Grantor will deliver or cause to be delivered to
Lender such instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of Not Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by
any proceeding or purchase In lieu of condemnation, Lender may at Its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net
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 Lander, Grantor shall execute such documents In addition to
this Mortgage and take whatever other action Is requested by Lender to perfect and continua Lender's Ilan on the
Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses
Incurred In recording, perfecting or continuing this Mortgage, Including without limitation all taxes, fees,
documentary stamps, and other charges for recording or registering this Mortgage.
1
Taxes. The following shall constitute taxes to which this section applies: 11) a specific tax upon this type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (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; 13) 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 some 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 Lions sectlon and deposits with Lender
cash or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security
agreement are a part of this Mortgage:
Security Agreement. This instrument shell constitute a Security Agreement to the extent any of the Property
constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time.
scut p y Interest. Upon request by Lender, Grantor shall take whatever action Is requested by Lender to perfect
and continue Lender's security interest In the Rents and Personal Property, In addition to recording this Mortgage
In the real property records, Lender may, at any time and without further authorization from Grantor, file executed
counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses Incurred in perfecting or continuing this security Interest, Upon default, Grantor shall not remove,
sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal
Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and
make It available to Lender within three (3) days after receipt of written demand from Lender to the extent
permitted by applicable law.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information
concerning the security Interest granted by this Mortgage may be obtained (each as required by the Uniform
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 Lander, 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, reflled, or rerecorded, as the case may be, at such times and in such offices
and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security
agreements, financing statements, continuation statements, Instruments of further assurance, certificates, and
other documents as may, in the sole opinion of Lender, be necessary or desirable In order to effectuate, complete,
perfect, continue, or preserve (t) Borrower's and Grantor's obligations under the Note, this Mortgage, and the
Related Documents, and (2) the liens and security Interests created by this Mortgage on the Property, whether
now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary In writing,
Grantor shall reimburse Lender for all costs and expenses Incurred In connection with the matters referred to In this
paragraph.
Additional Authorizations. If Grantor falls to do any of the things referred to In the preceding paragraph, Lender
may do so for and In the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or
desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It Is
understood that nothing set forth heroin shall require Lender to take any such actions.
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
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satisfaction of this Mortg and suitable statements of termination of any financing statement on file evidencing
Londer's security Interest In age the Rents and the Personal Property. Grantor will pay, If permitted by applicable low, 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 Evont 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 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 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.
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Defective Collateralization. This Mortgage or any of the Related Documents ceases to be In full force and effect
(Including failure of any collateral document to create a valid and perfected security Interest or lien) at any time and
for any reason.
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 Lander, In Its sole discretion, as being an adequate reserve or bond for the
dispute.
Existing Indebtedness. The payment of any Installment of principal or any interest on the Existing Indebtedness is
not 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 Ilan 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
Ilmitatlon 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 at 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 112) months, It may be cured If
Grantor, after receiving written notice from Lender demanding cure of such default: (1) cures the default within
fifteen 116) days; or (21 If the cure requires more than fifteen (16) days, immediately initiates steps which Lender
deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender,
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 shelf have the right at Its option, after giving such notices as required by
applicable law, to declare the entire Indebtedness immediately due and payable.
UCC Remedies. With respect to all or any pert of the Personal Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the
Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and
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 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
li response to Lender's demand shell satisfy the obligations for which the payments are made, whether or not any
proper grounds for the demand existed. Lender may exercise 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
sole, 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 Londor shall not disqualify a person from serving as a
receiver.
Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's Interest in all or any part of the
Property.
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(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.
Nonjudicial Sale. If permitted by applicable low, Lender may foreclose Grantor's Interest In all or in any part of the
Personal Property or the Real Property by non- judiclaf sale.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided in this section.
Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property Is sold as provided
above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor,
Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's
option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property Immediately
upon the demand of Lender,
Other Remedies. Lender shall have all other rights and remedies provided In this Mortgage or the Note or available
at law or in equity.
Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waive any and all
right to have the Property marshalled. In exercising Its rights and remedies, Lender shall be free to sell oil or any
part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any
public sale on all or any portion of the Property.
Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal
Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be
made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten (10)
days before the time of the sale or disposition. Any sale of the Personal Property may be made In conjunction with
any sale of the Real Property.
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and
an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after
Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise Its remedies. Nothing
under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to
Lender following an Event of Default, or In any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor and /or 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.
Attomeys' 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 date of the expenditure until repaid. Expenses covered by this paragraph include,
without [Imitation, 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 lincluding
foreclosure reports), surveyors' reports, and appraisal fees and title Insurance, to the extent permitted by
applicable low. Grantor also will pay any court costs, In addition to all other sums provided by low.
N=CFS _Uplass etberwise prpvidad by eppllsable law, any netise required to be�lvarrunderEHls MaRgege shalF$
given In writing, and shall be effective when actually delivered, when actually received by telefacsimlle (unless
otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited
I 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 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. (B) If Grantor sands a written notice to Lender which purports to limit the
Indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or
for the benefit of Grantor, such a notice shall be Ineffective as to any future advances made: (1) to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made; (2) to pay taxes,
assessments, maintenance charges and Insurance premiums; (3) for costs Incurred for the protection of the Property or
the Ilan of this Mortgage; (4) on account of expenses Incurred by Lender by reason of a default of Borrower or Grantor
hereunder or under the Related Documents or under the Note; and (5) on account of any other costs Incurred by Lender
to protect and preserve the Property or the lien of this Mortgage. It Is the Intention of the parties hereto that any such
advance made by Lender after any such notice by Grantor shall be secured by the Ilan of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage;
Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given in writing and signed by the party of parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property Is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender, upon request, a certified statement of net operating Income received from the Property during Grantor's
previous fiscal year In such form and detail as Lender shall require. "Net operating income" shall mean all cash
receipts from the Property less all cash expenditures made In connection with the operation of the Property.
Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to
Interpret or define the provisions of this Mortgage.
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(Continued) Page 7
Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shell be joint and several,
and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each
and every Borrower. This means that each Grantor signing below Is responsible for all obligations in this Mortgage.
Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is
not necessary for Lender to Inquire Into the powers of any of the officers, directors, partners, members, or other
agents acting or purporting to act on the entity's behalf, and any obligations made or created In reliance upon the
professed exercise of such powers shall be guaranteed under this Mortgage.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such
waiver is givtfn in writing and signed by Lender. No delay or omisslon on the part of Lender in exercising any right
shall operate as a waiver of such right or any other 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, 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.
Severabliity. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, Invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision Illegal, Invalid, or
unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so
that It becomes legal, valid and enforceable. If the offending provision cannot be so modified, It shall be
considered deleted from this Mortgage. Unless otherwise required by law, the illegality, Invalidity, or
unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other
provision of this Mortgage.
Merger, There shall be no merger of the interest or estate created by this Mortgage with any other interest or
estate In the Property at any time held by or for the benefit of Lender in any capacity, without the written consent
of Lender.
Sucoessor Interests. The terms of this Mortgage shall be binding upon Grantor, and upon Grantor's heirs, personal
representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns.
Time Is of the Essence. Time is of the essence In the performance of this Mortgage.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this
Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts In lawful
money of the United States of America. Words and terms used In the singular shall Include the plural, and the plural
shall Include the singular, as the context may require. Words and terms not otherwise defined In this Mortgage shall
have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Gurugovind, LLC and Includes all co- signers and co-makers signing the
Note and all their successors and assigns.
Default. The word "Default" means the Default set forth in this Mortgage In the soctlon 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
I U.S.C. Section 9601, at seq. ( "CERCLA "), the Superfund Amendments and Reauthorization Act of 1986, Pub. L.
No. 99 -499 ( "SARA "I, 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. Fho words tExIsting Indebtedness" mean the indebtedness described In the Existing Liens
provision of this Mortgage.
Grantor. The word "Grantor" means Hari -Ram, Inc..
Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the
Indebtedness.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a
guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity,
concentration or physical, chemical or Infectious characteristics, may cause or pose a present or potential hazard
to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured,
transported or otherwise handled. The words "Hazardous Substances' are used in their very broadest sense and
Include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed
under the Environmental Laws. The term 'Hazardous Substances" also Includes, without limitation, petroleum and
petroleum by- products or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing and future Improvements, buildings, structures,
mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real
Property,
Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under
j 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- Collaterallzatlon provision of this Mortgage.
Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns.
Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender.
i Note. The word "Nate' means the promissory note dated July 8, 2008, in the original principal amount of
$640,000,00 from Borrower to Lender, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the promissory note or agreement, The maturity date of
the Note Is July 8, 2019. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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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 rofunds of
premiums) from any sale or other disposition of the Property.
Property. The word "Property" means collectively the Real Property and the Personal Property.
Real Property. The words "Real Property" mean the real property, interests and rights, as further described In this
Mortgage.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter
existing, executed in connection with the Indebtedness.
Rents. The word "Rents" means all present and future rents, revenues, Income, Issues, royalties, profits, and
f other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES
TO ITS TERMS.
THIS MORTGAGE 13 GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE
i
AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
I GRANTOR:
HART RAM INC.
BY 01 I $aell
Kanjibhaf R Pate , sident of Hari - He In /
B Y �. av
kqhl K ai Vice Prailildo nt 61 Ha Inc.
ATTEST:
cr t ry o ssistant Sact etarV (Corporate Seal I
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 250, SHIPPENSBURG, PA 17257
Attorney or Agent for Mortgagee
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
1 SS
i COUNTY OF 4U ( 1 I - I IA! )
On this, the 8 h � day of �'✓ i� , 20 . . O ,before me
/ CF ,
the underslgned Notary Public, personally appeared Kenjibhal R. Patel, President
of Harl -Ram, Inc. and Laxmikant K. Patel. Vice President of Hari -Ram, Inc., who acknowledged themselves to be the
President of Hari -Ram, Inc. and Vice President of Harl -Ram. Inc., of a corporation, and that they as such President of
i Hari -Ram, Inc. and Vice President of Hari -Ram. Inc., being authorized to do so, executed the foregoing Instrument for
the purposes therein contained by signing the name of the corporation by themselves as President of Harl -Rem, Inc, and
Vice President of Hari -Ram, Inc.. S -
In witness whereof, I hereunto set my hand and o ficial seal. '.
/C.e_C
COMMONWEALTH OF PENNSYLVANIA
7.• j
NOTARIAL SEAL Notary Public In and for the State of
MICHELLE ELLIOTT NOTARY PUBLIC
DERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE 9 2011
LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -
PA cACFIILPL1Go3.FC TR -20107 PRA
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EXIBBIT "A" — LEGAL DESCRIPTION
OPEN- MORTGAGE AND SECURITY AGREEMENT FROM IiARI -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 313 and 4 on said plan North 88 degrees 04 minutes 49 seconds East 176.82 feet to an iron pin;
thence along same North 76 degrees 10 minutes 52 seconds East 196.64 feet to a point at the western
dedicated right of way line of Bent Creek Boulevard; thence along said dedicated right of way of Bent
Creek Boulevard South 13_ degrees 49 minutes 08 seconds East 250 feet to an iron pin, the place of
BEGINNING.
CONTAINING 2.652 acres.
BEING further described as Lot 3B on the Final Subdivision Plan for Lots, 2, 3, and 4 for Bent Creek,
prepared by Gregory L. Condon, P.L.S., dated December 20, 1999 and with final revised date of February
3, 2000 and recorded in Cumberland County Plan Book 80, Page 99,
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ROBERT P. ZIEGLER
RECORDER Or DEEDS
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE
CARLISLE, PA 17013
717- 240 -6370
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Instrument Number - 200823387
Recorded On 7/9/2008 At 3:25:39 PM * Total Pages - 10
* Instrument Type - MORTGAGE
Ilnvoice Number - 24785 User ID - RAK
* Mortgagor - HARI -RAM INC
* Mortgagee - ORRSTOWN BANK
* Customer - JAMES ET AL
* FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS /ACCESS TO $10.00
JUSTICE DO NOT DETACH
RECORDING FEES - $21.50
RECORDER OF DEEDS
AFFORDABLE HOUSING $11.50
This page is now part
COUNTY ARCHIVES FEE $2.00 of this legal document.
ROD ARCHIVES FEE $3.00
TOTAL PAID $48.50
I Certify this to be recorded
in Cumberland County PA
O f CU
° RECORDER Of D EDS
+rao
"- information denoted by an asterisk may change during
the verification process and may not be reflected on this page.
OOOVXD
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Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 260
I SHIPPENSBURG, PA
17257
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG, PA
17257
FOR RECORDER'S USE ONLY
OPEN - END MORTGAGE AND SECURITY AGREEMENT
(This instrument Is an open -end mortgage and secures future advances pursuant to 42 Pa, C.S.
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, Meohanicsburg, PA 17055 (referred to below as "Grantor ")
and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 250,
SHIPPENSBURG, PA 17257 (referred to below as "Lender ").
GRANT OF MORTGAGE. For valuable consideration. Grantor grants, bargains, sells, conveys, assigns, transfers,
releases, confirms and mortgages to Lender all of Grantor's right, title, and Interest In and to the following described
real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all Iibertles, 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 and ditch rights (including stock In utilities with
ditch or Irrigation rights); and all other rights, royalties, and profits relating to the real property, Including without
limitation all minerals, oil, g as, geothermal and similar matters, (the "Real Property') located in Cumberland
County, Commonwealth of Pennsylvania:
I 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 related or
b Lender
age ns an raptor or any one or more o them, whether now existing or herea ter arising, w ether
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 unliqu)deted, whether Borrower of Grantor may be
liable Individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and
whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and
whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.
Grantor presently assigns to Lender all of Grantor's right, title, and Interest in and to all present and future leases of the
Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security
Interest in the Personal Property and Rents.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND
PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF
j ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
GRANTOR'S WAIVERS, Grantor waives all rights or defenses arising by reason of any "one action" or 'anti-deficiency"
law, or any other 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 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 (1) remain In possession and
control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property.
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MORTGAGE
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Duty to Maintain. Grantor shell 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 Properly by any prior owners or occupants of the Property, or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously
disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other
j 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 III) any such activity shall be conducted In compliance with
all applicable federal, state, and local laws, regulations and ordinances, Including without limitation all
Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such
Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage, Any inspections or tests made by Lender shall be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or
to any other person, The representations and warranties contained herein are based on Grantor's due diligence in
j 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,
liabilities, damages, penalties, and expenses which Lender may directly or Indirectly sustain or suffer resulting from
a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to Grantor's ownership or Interest in the Property, whether
or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage,
Including the obligation to Indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction
and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in
the Property, whether by foreclosure or otherwise.
Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any
stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the
foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (Including
oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property
without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least
equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all
reasonable times to attend to Lender's Interests and to Inspect the Real Property for purposes of Grantor's
I compliance with the terms and conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and
regulations, now or hereafter In effect, of all governmental authorities applicable to the use or occupancy of the
Property, Including without limitation, the Americans With Disabilities Act. Grantor may contest In good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate appeals,
so long as Grantor has notified Lender In writing prior to doing so and so long as, In Lender's sole opinion, Lender's
Interests In the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety
bond, reasonably satisfactory to Lender, to protect Lender's Interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other
acts, in addition to those acts set forth above In this section which from the cha racter
reasonably necessary to protect and preserve the Property.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare Immediately due and payable all sums
secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real
Property, or any Interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right,
title or interest In the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by
outright sale, deed, Installment sale contract, lend contract, contract for deed, leasehold Interest with a term greater
than three (3) years, lease - option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land
trust holding title to the Real Property, or by any other method of conveyance of an Interest In the Real Property. If any
Grantor Is a corporation, partnership or limited Ilabillty company, transfer also Includes any change in ownership of more
than twenty-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 Pennsylvania law.
i TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage:
Payment. Grantor shall pay when due (and In all events prior to delinquency) all taxes, payroll taxes, special taxes,
assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay
when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall
maintain the Property free of any liens having priority over or equal to the Interest of Lender under this Mortgage,
except for the Existing Indebtedness referred to In this Mortgage or those liens specifically agreed to In writing by
Lender, and except for the Ilan of taxes and assessments not due as further specified In the Right to Contest
paragraph.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim In connection with a good faith
dispute over the obligation to pay, so long as Lender's Interest In the Property is not jeopardized. If a lien arises or
Is filed as a result of nonpayment, Grantor shall within fifteen (161 days after the lien arises or, If a Ilan Is filed,
within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the Ilan, or If requested by
Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In an
amount sufficient to discharge the Ilan plus any costs and reasonable attorneys' fees, or other charges that could
accrue as a result of a foreclosure or sale under the Ilan. In any contest, Grantor shell defend Itself and Lender and
shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an
additional obliges under any surely bond furnished in the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes
or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written
statement of the taxes and assessments against the Property.
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Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work Is commenced, any
services are furnished, or any materials are supplied to the Property, If any mechanic's lien, 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 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 o replacement basis for the full Insurable value covering all Improvements on the Real
Property In an amount sufficient to avoid application of any coinsurance clause, 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
policies. Additionally, Grantor shall maintain such other insurance, Including but not limited to hazard, business
Interruption and boiler Insurance as Lender may require. Policies shall be written by such Insurance companies and
In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten (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 46
days after notice Is given by Lender that the Property Is located in a special flood hazard area, for the full unpaid
j principal balance of the loan and any prior (lens on the property securing the loan, up to the maximum policy limits
set under the National Flood Insurance Program, or as otherwise required by Lander, 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 (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 this Mortgage. Any proceeds which have not been disbursed
within ISO 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 Property.
LENDER'S EXPENDITURES. If any action or proceeding Is commenced that would materially affect Lender's Interest in
the Property or If Grantor falls to comply with any provision of this Mortgage or any Related Documents, including but
not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as
I required below, or to discharge or pay when due any amounts Grantor Is required to discharge or pay under this
Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated tol take env action that
Lender deems appropriate, Including but not limited to discharging or paying all taxes, (lens, security Interests,
encumbrances and other claims, at any time levied or placed on the Property and paying all 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 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 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
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 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 (b) Grantor has the full right, power, and
authority to execute and deliver this Mortgage to Lender.
Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the
title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced
that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at
Grantor's expense, Grantor may be the nominal party In such proceeding, but Lender shall be entitled to
participate In the proceeding and to be represented In the proceeding by counsel of Lender's own choice, and
Grantor will deliver, or cause to be delivered, to Lender such Instruments as Lender may request from time to time
to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all
existing applicable laws, ordinances, and regulations of governmental authorities.
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Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor In
this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall
remain in full 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 Ilan of this Mortgage securing the Indebtedness may be secondary and Inferior to an existing
lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to
prevent any default on such Indebtedness, any default under the Instruments evidencing such indebtedness, or any
default under any security documents for such indebtedness.
No Modification. Grantor shall not enter Into any agreement with the holder of any mortgage or other security
agreement which has priority over this Mortgage by which that agreement Is modified, amended, extended, or
renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances
under any such security agreement without the prior written consent of Lender.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage:
Proceedings. If any proceeding In condemnation is filed, Grantor shall promptly notify Lender In writing, and
Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal party In such proceeding, but Lender shall be entitled to participate In the proceeding and to be
represented In the proceeding by counsel of Its own choice, and Grantor will deliver or cause to be delivered to
Lender such instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of Not Proceeds. If all or any part of the Property Is condemned by eminent domain proceedings or by
any proceeding or purchase In lieu of condemnation, Lender may at Its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net
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:
Currant Taxes, Foos and Charges, Upon request by Lender, Grantor shall execute such documents In addition to
this Mortgage and take whatever other action Is requested by Lender to perfect and continue Lender's Ilan on the
Real 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 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
j agreement are a pert of this Mortgage:
Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property
t constitutes fixtures, and Lender shall have all of the rights of a secured party undor the Uniform Commercial Code
as amended from time to time,
Security Interest. Upon request by Lender, Grantor shall take whatever action Is requested by Lender to perfect
and continue Lender's security Interest In the Rents and Personal Property. In addition to recording this Mortgage
In the real property records, Lender may, at any time and without further authorization from Grantor, file executed
counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender
for all expenses Incurred In perfecting or continuing this security Interest, Upon default, Grantor shall not remove,
sever or detach the Personal Property from the Property. Upon default, Grantor shell assemble any Personal
Property not affixed to the Property In a manner and at a place reasonably convenient to Grantor and Lender and
make It available to Lender within three (3) days after receipt of written demand from Lender to the extent
permitted by applicable law.
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:
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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, rallied, or rerecorded, as the case may be, at such times and In such offices
and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security
agreements, financing statements, continuation statements, Instruments of further assurance, certificates, and
other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete,
perfect, continue, or preserve (1) Borrower's and Grantor's obligations under the Note, this Mortgage, and the
Related Documents, and (2) the Ilene and security Interests created by this Mortgage on the Property, whether
new 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 falls to do any of the things referred to In the preceding paragraph, Lender
may do so for and In the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
Irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or
desirable, In Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. It is
understood that nothing set forth herein shall require Lender to take any such actions.
FULL PERFORMANCE, If 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
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MORTGAGE
(Continued) Page 5
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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
roasonable termination fee as determined by Lender from time to time,
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this
Mortgage:
Payment Default. Borrower falls to make any payment when due under the Indebtedness.
Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for
taxes or Insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien.
Other Defaults, Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Mortgage or In any of the Related Documents or to comply with or to perform any term,
obligation, covenant or condition contained In any other agreement between Lender and Borrower or Grantor.
False Statements. Any warranty, representation or statement made or furnishod 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 mode or furnished or becomes false or misleading at any time
thereafter.
Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect
(including failure of any collateral document to create a valid and perfected security Interest or lien) at any time and
for any reason.
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Insalvenoy. 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 Lander that Is not remedied within any grace period provided therein, including without
limitation any agreement concerning any Indebtedness or other obligation of Borrower or Grantor to Lender,
whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability
under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness Is impaired.
Insecurity. 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 (12) months, It may be cured If
Grantor, after receiving written notice from Lender demanding cure of such default: (t) cures the default within
fifteen (15) days; or (2) if the cure requires more then 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, 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 laws
-Accelerate Indebtedness. Lender shall have tho 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 Rent&. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the
Property and collect the Rents, Including amounts past due and unpaid, and apply the net proceeds, over and
above Lendor'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
j Lender, then Grantor Irrevocably authorizes Lender to endorse Instruments recolved 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 Lander'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.
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MORTGAGE
(Continued) Page 6
Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes
and empowers any attorney of any court of record In the Commonwealth of Pennsylvania or elsewhere, as attorney
for Lender and all persons claiming under or through Lender, to sign an agreement for entering In any competent
court an amicable action in ejectment for possession of the Property and to appear for and confess judgment
against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of
possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage
verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith,
without any prior writ or proceeding whatsoever.
Nonjudicial Sale. If permitted by applicable law, Lender may foreclose Grantor's Interest In all or In any part of the
Personal Property or the Real Property by non -judicial sale.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. 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 11) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately
upon the demand of Lender.
Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available
at law or in equity.
Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waive any and all
right to have the Property marshalled. In exercising Its rights and remedies, Lender shall be free to sell all or any
part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any
public sale on all or any portion of the Property.
Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal
Properly 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 tan (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 fallure 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 Indlroctly 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 date of the expenditure until repaid. Expenses covered by this paragraph Include,
without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and
Lender's legal expenses, whether or not there Is a lawsuit, including reasonable attorneys' fees and expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any
anticipated post - judgment collection services, the cost of searching records, obtaining title reports (including
foreclosure reports), surveyors' reports, and appraisal fees and title Insurance, to the extent permitted by
applicable law, Grantor also will pay any court costs, In addition to all other sums provided by law.
NOTICES. Unless otherwise provided by applicable law. an Ivan under thln futon agnshall h
given in writing, and shell be effective when actually delivered, when actually received by telefecsimile (unless
otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited
In the United States 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 8143, at. seq., shall be sent to Lender's address, as
shown near the beginning of this Mortgage. Any party may change Its address for notices under this Mortgage by
giving formal written notice to the other parties, specifying that the purpose of the notice Is to change the party's
address. For notice purposes, Grantor agrees to keep Lender Informed at all times of Grantor's currant 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 oil 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. IS) 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 addltionai advances to or
for the benefit of Grantor, such a notice shall be ineffective as to any future advances made: (1) to enable completion
of the Improvements on the Real Property for which the loan secured hereby was originally made; (2) to pay taxes,
assessments, maintenance charges and Insurance premiums; (3) for costs Incurred for the protection of the Property or
the Ilan of this Mortgage; (4) on account of expenses Incurred by Lender by reason of a default of Borrower or Grantor
hereunder or under the Related Documents or under the Note; and (5) on account of any other costs Incurred by Lender
to protect and preserve the Property or the lien of this Mortgage. It Is the Intention of the parties hereto that any such
advance made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:
Amendments, This Mortgage, together with any Related Documents, constitutes the entire understanding and
agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this
Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to
Lender, upon request, a certified statement of net operating Income received from the Property during Grantor's
previous fiscal year In such form and detail as Lender shall require. "Net operating Income" shall mean all cash
receipts from the Property less all cash expenditures made In connection with the operation of the Property.
Caption Headings. Caption headings In this Mortgage are for convenience purposes only and are not to be used to
Interpret or define the provisions of this Mortgage.
MORTGAGE
(Continued) Page 7
Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be Joint and several,
and 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 exorcising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and
Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender Is required under this Mortgage, the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent Is
required and In all cases such consent may be granted or withheld in the sole discretion of Lender.
Severablllty. If a court of competent jurisdiction finds any provision of this Mortgage to be Illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision Illegal, invalid, or
unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so
that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from this Mortgage. Unless otherwise required by law, the Illegality, Invalidity, or
unenforceability of any provision of this Mortgage shall not 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 fallowing meanings when used In this
Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America. Words and terms used in the singular shall include the plural, and the plural
shall Include the singular, as the context may require, Words and terms not otherwise defined in this Mortgage shall
have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Gurugovind, LLC and Includes all co- signers and co- makers signing the
Note and all their successors end assigns.
Default. The word "Default" means the Default set forth In this Mortgage in the section tilled "Default'.
Environmental Laws, The words "Environmental Laws" mean any and all 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 emended, 42
U.S.C, Section 9601, at seq. i'CERCLA "), the Superfund Amendments and Reauthorization Act of 1986, Pub. L.
No. 99.499 ( "SARA "), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource
i Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage In the
events of default section of this Mortgage.
Existing Indebtedness. The words "Existing Indebtedness" mean the Indebtedness described In the Existing Liens
provision of this Mortgage.
Grantor. The word "Grantor" means Hari-Ram, Inc..
Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or ail of the
Indebtedness.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a
guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity,
concentration or physical, chemical or Infectious characteristics, may cause or pose a present or potential hazard
to human health or the environment when Improperly used, treated, stored, disposed of, generated, manufactured,
transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and
Include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed
under the Environmental Laws. The term "Hazardous Substances" also Includes, without limitation, petroleum and
petroleum by-products or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing and future Improvements, buildings, structures,
mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real
Property.
Indebtedness. The word "Indebtedness" means all principal, Interest, and other amounts, costs and expenses
payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of,
consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under
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- Collatorelizatlon provision of this Mortgage.
Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns.
Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender.
Note. The word "Note" means the promissory note dated July 8, 2008, In the original principal amount of
$5,110,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of
the Note is July 8, 2029. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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(Continued) Page 8
Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the 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 "Properly" means collectively the Real Property and the Personal Property.
Real Property. The words "Real Property" mean the reel property, Interests and rights, as further described in this
I 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
j 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 Properly.
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.
1 Seal)
Kanjlbhai R Patel, PreWint of Hari Ram Inc
By 4 1 sean
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LLA xIftilkfint K. Pvftel. Vice Pre dent 1511 Hari -Rem, Inn.
ATTEST:
L t ( Corporate Seal
r ary or A /91 Socretaly
1
CERTIFICATE OF RESIDENCE
I hereby certify, that the precise address of the mortgagee, ORRSTOWN BANK, herein Is as follows:
SEVEN GABLES OFFICE, 77 EAST KING STREET, P 0 BOX 250, SHIPPENSBURG, PA 17257
Attorney orr Age�mw gagee
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CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
^� j SS
COUNTY OF VAV I74 -j t A� j
h
On this, the day of t,tY , 20 0 � , before me
I j' ?,f /11/// 6 1 re , the undersigned Notary Public, personally appeared Kanjlbhai R. Patel. Press
of Hari -Ram, I a. and Laxmikant K. Patel, Vice President of Hari -Ram, Inc., who acknowledged themselves to be file
President of Hari -Ram, Inc. and Vice President of Hari -Ram, Inc., of a corporation, and that they as such President of
Hari -Ram, Ina, and Vice President of Hari -Ram, Inc., being authorized to do so, executed the foregoing Instrument for
the purposes therein contained by signing the name of the corporation by themselves as President of Hari -Ram, Inc. and
Vice President of Hari -Ram. Inc..
In witness whereof, I hereunto sot my hand and of qul seal. ;;� r 3 e
COMMONWEALTH OF PENNSYLVANIA l,("�l%(� � E
NOTARIAL SEAL
MICHELLE ELLIOTT NOTARY PUBLICN Lary Public In and for the State of t
T
PERRY TOWNSHIP DAUPHIN COUNTY
MY COMMISSION EXPIRES JUNE 9 2011 r
LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved.
PA c: \CFI \LPL \GO3.FC TR -20106 PR -1
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EXHIBIT "A" — LEGAL DESCRIPTION
OPEN- MORTGAGE AND SECURITY AGREEMENT PROM HARI -RAM, INC.,
I 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 3B on the Final Subdivision Plan for Lots, 2, 3, and 4 for Bent Creek,
prepared by Gregory L. Condon, P.L.S., dated December 20, 1999 and with final revised date of February
3, 2000 and recorded in Cumberland County Plan Book 80, Page 99.
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ROBERT P. ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY
1 COURTHOUSE SQUARE _s�'
CARLISLE, PA 17013 =
717 -240 -6370
Instrument Number - 200823383
Recorded On 7/9/2008 At 3 :25:35 PM * Total Pages - 10
* Instrument Type - MORTGAGE
j
Invoice Number - 24785 User ID - RAK
* Mortgagor - HARI -RAM INC
* Mortgagee - ORRSTOWN BANK
* Customer - JAMES ET AL
* FEES
STATE WRIT TAX $0.50 Certification Page
STATE JCS /ACCESS TO $10.00
JUSTICE DO NOT DETACH
RECORDING FEES — $21.50
RECORDER OF DEEDS
AFFORDABLE HOUSING $11.50 This page is now Part
COUNTY ARCHIVES FEE $2.00 of this legal document.
ROD ARCHIVES FEE $3.00
TOTAL PAID $48.50
I Certify this to be recorded
in Cumberland County PA
.lt Of O Mph
t 9�
0
RECORDER OP D EDS
t75o
' - Informntion denoted by an asterisk may change during
tike verification process and may not be reflected on this page.
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STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour (ID No. 41720)
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Defendant,
Tel. (215) 564 -8000 Kanjibhai R. Patel
Fax (215) 564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
V.
IVY
NO. 1
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
JUDGMENT BY CONFESSION
AND NOW, this Xday of Ncv• 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,
Kanjibhai R. Patel, in the amount of $1,586,346.95, together with interest, from and after
November 8, 2013, at the per diem rate of $160.02, and all costs of suit and collection costs,
including, without limitation, reasonable attorneys' fees, as au horiz" &vnd Guaranty.
PI€ o
BUSINESS # 1971723 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 Defendant,
Tel. (215) 564 -8000 Kanjibhai R. Patel
Fax (215) 564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, 'PERM
V.
NO.
KANJIBHAI R. PATEL
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. 1 am authorized to make this Affidavit of Address and Non - Military Service on
behalf of Magnolia.
4. The last known address of the Defendant, Kanjibhai R. Patel, is 1188 Greenfield
Drive, Mechanicsburg, PA 17055.
5. The Defendant is an individual, however, the Defendant is not subject to the
provisions of the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto.
BUSINESS # 1971723 v.I
c ,
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 SUBSCRIBED
BEFORE ME THIS � f 77
DAY OF OVEMBER, 2013 /9
G.
No ary Pylic
r :1;'e'r v3. MCDONALu
``` PY PUBL' ' STATE OF MARYLAND
M uc r: g ; : F. xc rep k4mch 30, 201 4
-2-
BUSINESS # 1471827 v.1
{
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour (ID No. 41720)
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Defendant,
Tel. (215) 564 -8000 Kanjibhai R. Patel
Fax(215)564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
V.
NO.
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
AFFIDAVIT OF INCOME
I, Brian Sosner, being first duly sworn according to law, depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ( "Magnolia ").
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned
all of its right, title and interest in the Loan Documents (as defined in the Complaint) to
Magnolia.
3. I am authorized to make this Affidavit of Income on behalf of Magnolia.
BUSINESS # 1971723 v.1
c
4. To the best of my knowledge, the annual income of the Defendant, Kantaben K.
Patel, exceeds $10,000.00 per year.
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBFH
BEFORE ME THIS �?l :7
DAY OF OVEMBER, 2013
X.
z vl—/ -- ji
Notary Oblic ,
s'avTAlaW 9 L! Sim
-2-
BUSINESS H 1971827 v.1
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour (ID No. 41720)
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Defendant,
Tel. (215) 564 -8000 Kanjibhai R. Patel
Fax (215) 564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
V.
NO.
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
AFFIDAVIT OF NON - RETAIL SALES CONTRACT
AND NON - CONSUMER CREDIT TRANSACTION
1, Brian Sosner, being first duly sworn according to law, depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ( "Magnolia ").
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned
all of its right, title and interest in the Loan Documents (as defined in the Complaint) to
Magnolia.
3. 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 # 1971723 v.I
5. The Defendant, Kanjibhai R. Patel (the "Defendant "), is in default of his
obligations under the Guaranty, as more fully set forth in the Complaint.
6. By reason of the Defendant's default under the Guaranty, as of November 8,
2013, there was due and owing to the Bank the amount of $1,586,346.95, comprised as follows:
Principal $ 1,440,213.31
Interest (as of 11/8/2013) $ 1,920.28
Attorney's Fees (10% of Unpaid Principal $ 144,213.36
and Accrued Interest, as authorized by the
Guaranty)
TOTAL $ 1,586,346.95
together with interest from and after November 8, 2013, at the per diem rate of $160.02, and all
additional costs of suit and collection costs, including, without limitation, reasonable attorneys'
fees, as authorized under the Guaranty.
7. The allegations in the Complaint iaree e and c ect to the best of my knowledge,
information and belief. ri er, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBF
BEFO ME THIS Zr s
D F NOVEM13ER P C,
Notary ublic ?7, 7 `a M. V AL
7 V F171-!f7 S71, OF MARYLAND
BUSINESS # 1971723 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 Defendant,
Tel. (215) 564 -8000 Kanjibhai R. Patel
Fax (215) 564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
V.
NO.
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
AFFIDAVIT OF DEFAULT AND ASSESSMENT OF DAMAGES
AND VERIFICATION OF ALLEGATIONS IN COMPLAINT
I, Brian Sosner, being first duly sworn according to law, depose and say:
1. I am an Asset Manager of Sabal Financial Group LP, servicer for Plaintiff,
Magnolia Portfolio, LLC, successor by assignment to Orrstown Bank ( "Magnolia ").
2. On or about December 20, 2012 and February 12, 2013, Orrstown Bank assigned
all of its right, title and interest in the Loan Documents (as defined in the Complaint) to
Magnolia.
3. 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 #I 1971723 v.I
5. The Guaranty, pursuant to which Magnolia seeks to confess judgment against the
Defendant, is not a retail sales contract or a retail installment contract.
6. Additionally, the judgment herein is not being entered by confession against any
natural person in connection with a consumer credit transaction
Brian osner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
SWORN AND SUBSCRIBP
BEFOO ME THIS
DA F NOVEM R, 0 3
Notary tAblic
hls E Cr NARyLAN
V'v COMM ,v'c! _mires March 30.2014
-2-
BUSIN6SS # 1971723 v.1
VERIFICATION
I, Brian Sosner, state that I am an Asset Manager of Sabal Financial Group, LP, servicer
for Magnolia Portfolio, LLC, the Plaintiff herein, and as such I am duly authorized to make this
Verification on behalf of plaintiff. The facts set forth in the within Complaint for Confession of
Judgment are true and correct to the best of my knowledge, information and belief, although the
language of the Complaint for Confession of Judgment is that of counsel and not of my own. To
the extent that the contents of the attached Complaint for Confession of Judgment have been
supplied by counsel, I rely upon counsel in making this Verification. I understand that the
statements made herein are subject to the penalties of 18 Pa. C.S. Section 4904 relating to
unswom falsification to authorities.
A=7eL
Brian Sosner, Asset Manager of Sabal Financial
Group, LP, servicer for Plaintiff, Magnolia
Portfolio, LLC
Dated: November' 2013
BUSINESS # 1971827 v.]
STRADLEY RONON STEVENS & YOUNG, LLP
Gretchen M. Santamour (ID No. 41720)
Steven J. White, Esquire (ID No. 206442)
2600 One Commerce Square
Philadelphia, PA 19103 Attorneys for Plaintiff, Magnolia
Tel. (215) 564 -8000 Portfolio, LLC
Fax (215) 564 -8120
MAGNOLIA PORTFOLIO, LLC, CUMBERLAND COUNTY
as Assignee of Orrstown Bank COURT OF COMMON PLEAS
4675 Macarthur Court, Suite 1550
Newport Beach, CA 92660 CIVIL ACTION
Plaintiff, TERM
V. oila
NO. J
KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Defendant.
236 NOTICE
TO: KANJIBHAI R. PATEL
1188 Greenfield Drive
Mechanicsburg, PA 17055
Notice is hereby given that a judgment by confession in the above-captioned-
matter has been entered against you.
PROTHONOTARY
If you have any questions concerning the above, please contact:
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564 -8000
Attorneys for Plaintiff, Magnolia Portfolio, LLC
BUSINESS # 1971723 v.1
MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS
as Assignee of Orrstown Bank OF CUMBERLAND COUNTY,
PENNSYLVANIA O., , .'
Plaintiff
�--
� CD
V. NO. 13-7048 -"',:-
:
KANJIBHAI R. PATEL, ' >`
= r
Defendant
PETITION TO STRIKE, OR, IN THE ALTERNATIVE, TO OPEN JUDGMENT AND
REQUEST FOR STAY OF PROCEEDINGS
AND NOW, comes the Petitioner/Defendant, Kanjibhair R. Patel ("Petitioner"),by and
through her counsel, Cunningham& Chernicoff, P.C., and submits this Petition to Strike, or, in
the Alternative, to Open Judgment and Request for Stay of Proceedings, as follows:
I. BACKGROUND
1. Plaintiff/Respondent is Magnolia Portfolio, LLC ("Respondent"), a Delaware
limited liability company with its principal place of business at 4675 Macarthur Court, Suite
1550,Newport Beach, California, 92660.
2. Petitioner, Kanjibhair R. Patel , is a sui juris individual residing at 1188
Greenfield Drive, Mechanicsburg, PA 17055. Petitioner is the Respondent in the above-
captioned matter.
3. Petitioner seeks to evoke the equitable and discretionary powers of this Honorable
Court to strike, or, in the alternative, to open that certain Judgment entered in this Court on or
about November 27, 2013 at docket number 13-7046 (the "Judgment").
4. On November 27, 2013, Respondent filed a Complaint in Confession of Judgment
Under Pa.R.C.P. 2951 (the "Complaint") for the sum of$1,586,346.95.
1
5. The Complaint is based upon an alleged violation concerning defaults by an entity
known as Gurugovind, LLC ("Gurugovind") in certain obligations owed originally to Orrstown
Bank, which default allegedly causes another entity known as Hari Ram, Inc. ("Hari Ram") to be
in default under Hari Ram's obligations to Orrstown Bank and now held by Magnolia Portfolio,
LLC ("Magnolia").
6. In alleging that Hari Ram is in default, the Complaint sets forth a complicated
rationale for the alleged default by Hari Ram which allegedly allows Magnolia to confess
judgment against Respondent.
7. For the reasons set forth herein, and as more fully set forth below, Hari Ram is not
in default of any obligations to Magnolia and there is no basis to enter judgment against
Petitioner.
8. As partially set forth in the Complaint, Hari Ram received a loan from Orrstown
Bank in the original principal amount of$2,669,000.00 as evidenced by a Promissory Note dated
January 17, 2001 (the"Hari Ram Note").
9. The Hari Ram Note is secured by an Open End Construction Mortgage dated
January 17, 2001 (the"Hari Ram Mortgage"), which Hari Ram Mortgage has been duly recorded
in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania.
10. The Hari Ram Note has been guaranteed by Petitioner.
11. Hari Ram is not in default as to payments required under the Hari Ram Note.
Further, notwithstanding the contentions in the Complaint, no default has occurred by Hari Ram
concerning its obligations to Magnolia.
12. Gurugovind obtained two loans from Orrstown Bank in the original principal
2
amounts of$5,110,000.00 and $640,000.00 (collectively the"Gurugovind Loans").
13. Each Gurugovind Loan is evidenced by a Promissory Note dated July 8, 2008 (the
"Gurugovind Notes").
14. The Gurugovind Loans are secured by mortgages on the Gurugovind's real
property located in Cumberland County, Pennsylvania.
15. Paragraph 8 of the Complaint alleges that the Gurugovind Loans are also secured
by two mortgages (the"2008 Mortgages") granted by Hari Ram to Orrstown Bank,providing
liens upon Hari Ram's real estate.
16. Hari Ram has never executed a guarantee in favor of Orrstown Bank or Magnolia
with respect to the Gurugovind Loans or Notes. Further, Hari Ram is not a maker of or co-
obligor as to the Gurugovind Loans or Notes.
.17. The lack of a guarantee by Hari Ram as to the Gurugovind Loans and the fact that
Hari Ram is not a co-maker or co-guarantor of the Gurugovind Loans raises issues as to whether
any consideration was guaranteed to Hari Ram for the 2008 Mortgages.
18. The Complaint sets forth that the Hari Ram Note granted in 2001 provides that in
the event that Hari Ram"fails to comply with or perform when due any other term, obligation,
covenant or condition contained in this note or any agreement related to this note or in any other
agreement [which Hari Ram has with lender]"that Hari Ram is in default under the Hari Ram
Note. Attached hereto as Exhibit"A"is a true and correct copy of the Hari Ram Note.
19. The Complaint further sets forth that Hari Ram is in default under the 2008
Mortgages. The 2008 mortgages which are attached hereto as Exhibit`B" set forth no obligation
on the part of Hari Ram to make payment to Orrstown Bank or Magnolia on account of the
3
Gurugovind Loans. Further, as set forth above, Hari Ram has not defaulted as to any direct
payment obligations which it has to Magnolia.
20. The 2008 Mortgages contain no reference whatsoever to the Gurugovind Notes, or
the 2008 Mortgages were granted to secure the Gurugovind Notes. .
21. Because Hari Ram has not signed a guarantee of the Gurugovind Loans and Notes
and it is not a co-obligor as to the Gurugovind Loans and Notes, such Loans and Notes do not
constitute an obligation of Hari Ram.
22. Assuming arguendo that Hari Ram is in some way obligated to Magnolia as to the
Gurugovind Loans and Notes, Magnolia is still not entitled to enter a judgment by confession
against Petitioner. The only warrant for a confession executed by Petitioner is a guarantee (the
"Guarantee")by Petition in favor of Orrstown Bank of account of the 2001 Hari Ram Note. A
true and correct copy of such Guarantee is attached hereto as Exhibit"C" and made a part hereof.
23. The Guarantee specifically states that it is a guarantee by Petitioner only of a note
in the amount of$2,669,000.00. This reference is to the Hari Ram Note. The guaranteed note is
not an obligation of or in any way related to the Gurugovind Loans and Notes.
24. As the guarantee relates only to Hari Ram Notes, the warrant of confession only
allows judgment to be entered on the Guarantee only if there is a default under the Hari Ram
Note.
25. No default has occurred under Guarantee as Hari Ram has not defaulted with
respect to the obligations under the Hari Ram Note. Hari Ram is not obligated for the
Gurugovind Loans under any instrument.
26. Respondent seeks to impose$144,213.36 in attorney's fees against Petitioner, a
4
punitive,unearned, and devastating sum, which is imposed simply because such amount equates
to ten percent(10%) of the principal and interest Respondent alleges is owed by Petitioner
27. Confessions of judgment are to be strictly construed against the party attempting
to enter judgment on an instrument.
II. PETITION TO STRIKE JUDGMENT.
28. Petitioner herein incorporates the foregoing paragraphs and the Background as if
more fully set forth herein.
29. A petition to strike judgment operates as a demurrer on the record, and may be
granted"for a fatal defect or irregularity appearing on the face of the record." Resolution Trust
Corp. v. Copley Ou-Wayne Assoc s., 546 Pa. 98, 106, 683 A.2d 269, 273 (1996).
30. In reviewing a petition to strike judgment, courts may consider all of the
documents filed by the judgment creditor, including the complaint. Id.
31. Here, Petitioner's Complaint alleges that because Gurugovind allegedly defaulted
under the Notes, Hari Ram is in default of its obligations. See Complaint,¶11-12.
32. Although Petitioner's Complaint alleges that Hari Ram's liability for the alleged
Gurugovind default arises out of Hari Ram's obligations to Petitioner under the two 2008
Mortgages, the 2008 Mortgages contain no provision to impose such liability on Petitioner.
Further, Hari Ram's obligations to Magnolia and Gurugovind's obligation to Magnolia are not
cross-collateralized.
33. One cannot be liable for a breach of contract unless one is a party to that contract.
See, Electron Energy Corp. v. Shoff, 408 Pa.Super. 563, 597 A.2d. 175 (1991), appeal granted,
529 Pa. 664, 604, A.2d 1030 (1992), order affd, 533 Pa. 66, 618 A.2d. 395 (1993).
5
34. A person who is not a party to a contract cannot be liable for its breach by one of
the parties to the contract, see, Fleetway Leasing Co=any v. Wright 697 A.2d. 1000 (Pa. Super.
1997). Petitioner is not a party to the Gurugovind Loan and did not intend to allow judgment
against Petitioner in the event of a default by Gurugovind.
35. Respondent pleads insufficient facts to support default by Hari Ram simply on the
basis of Gurugovind's alleged default; accordingly, as guarantor for Hari Ram only, Petitioner is
not liable on such basis.
36. In its Complaint, Magnolia is attempting to enter judgment against Petitioner by
confession by attempting to allege that there is a default under a mortgage which was granted by
Hari Ram without consideration and without an underlying obligation.
37. Confession of judgment cannot occur unless expressly authorized. No such
authorization by Petitioner exists.
III. PETITION TO OPEN JUDGMENT
38. Petitioner herein incorporates the foregoing paragraphs as if more fully set forth
herein.
39. A Petition to Open a Judgment is addressed to the equitable powers of the Court
and is a matter of judicial discretion. The Court will exercise this discretion when the Petition
has been promptly filed and a meritorious defense can be shown. See generally Schultz v. Erie
Ins. Exchange, 505 Pa. 90, 93, 477 A.2d 471, 472 (1984) citing Balk v. Ford Motor Co., 446 Pa.
137, 140, 285 A.2d 182 (1971).
40. In the current matter, the Instant Petition to Open was filed with this Court
promptly after receiving notice of entry of Judgment.
6
41. A meritorious defense to the Complaint can be shown, as more fully set forth in
this Petition, primarily that the debt and attorney's collection fee purported to be owed by
Petitioner to Respondent is meritoriously disputed.
42. This Court should exercise its equitable discretion to open the Judgment so as to
allow Petitioner's meritorious defenses to be heard.
IV. REQUEST FOR STAY OF PROCEEDINGS
43. Petitioner hereby incorporates all of the above paragraphs as if more fully set forth
at length below.
44. Respondent has obtained the Judgment by confession.
45. The Judgment, for reasons stated above, should be opened to allow the Court to
determine the meritorious defenses of the Petitioner.
46. Failure to stay all matters, including without limitation, any levy or attachment,
would cause the Petitioner to incur unnecessary expense and unnecessary harm.
47. The harm that Petitioner would sustain far outweighs any potential injury that
would be incurred by the Respondent as a result of this stay of all proceedings until the this
Petition is heard.
WHEREFORE, Petitioner, Kanjibhair R. Patel hereby respectfully requests this
Honorable Court strike the judgment docketed at 13-7046 for lack of jurisdiction or because no
warrant of confession of judgment exists, or, in the alternative, open the judgment docketed to
13-7046 so as to permit Petitioner's meritorious defenses to be heard, and that this Honorable
Court stay all proceedings in the interim. Furthermore, Petitioner respectfully requests this
Honorable Court grant such other and further relief as is just and proper.
7
Respectfully Submitted,
CUNNINGHAM& CHERNICOFF, P.C.
By
Robert E. Ch quire
PA Supreme Court ID No: 23380
Gina L. Lauffer, Esquire
PA Supreme Court ID No: 313863
CUNNINGHAM& CHERNICOFF, P.C.
2320 North Second. Street
Harrisburg, PA 17110
Telephone: (717) 238-6570
Dated: December , 2013
8
VERIFICATION
I,Kanjibhai R. Patel,a Defendant/Petitioner in the foregoing action, do hereby affirm
that the statements made in the foregoing are true and correct to the best of my knowledge,
infonnation, and belief. I understand that this Verification is made subject to the penalties of 18
Pa. C.S.A., Section 4904,relating to unsworn falsification to authorities.
Date:
By: Kanjibhai R. Patel
Navih K. Patel as Power of Attorney for
Kanjibhai R. Patel
EXHIBIT 'A'
i
• PROMISSORY NOTE
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-.v:. .e. .... x�........KViA:: •. ._k?ia. !:M• - :�v'.:Y'vrNwi. SuRi)1 Ai
::�i.•r: :axtm:i:, i...r. •,v::.::. : '':.T :. ......m.n..a��t - :i::W:., w tf:Z.. �YM'��:;�.n;•.�Sk;".1+L4v.AY:�r.:
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References in the shaded area are for Lenders use only and do not limit the plicabillty of this document to any particular loan or item.
Borrower: HARI RAM,INC. (TiN: 25-2512355) Lender: ORRSTOWN BANK
1188 GREENFIELD DR. P.O.Box 250
MECHANICSBURG,PA 17055 Shippensburg,PA 17257
Princlpal 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 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 annunli;24 consecutive monthly principal and Interest payments of$24078.58
each,beginning February 17,2002,with Interest caculated oh the unpaid principal balances at an interest rate of 9.500%
per annum:06d 216 consecutive Monthly principal'and Interest payments in the initial amount of $26A14.16 each,
beginning February 17, 2004, with interest calculated on the unpaid principal balances at an Interest rate of 0.500
percentage points osier the Index described below. Bonrowees find payment of$26,014.16 will be due on January 17,202L
This estimated final payment is based on the assumption that ail payments will be made exactly as scheduled and that the
Index does not change;the actual final payment will be for all principal and seemed Interest not yet paid,together with any
other unpaid amounts under this Note.
The annual Interest rate for this Note is computed on a 3651380 basis;that Is,by applying the ratio of the annual Interest rate over a year of 300 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 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. Union 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 an 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 Borrowers request Borrower understands that Lender may make loans based on other rates as wag. The interest rate change will not occur-
more often than gegU veer. The index currently to 9.500%per annum. The interest rate or rates to be applied to the•unpald 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 to the interest rate,Lender,at its option,may do one or more of the
following: (a)Increase Borrowers payments to ensure Borrowers loan will payoff by its original final maturity date, (b)increase Borrowers payments
to cover accruing interest, (c)increase the number of Borrowers payments,and (d)continue Borrower's payments at the same amount and increase
Borrowers final payment
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not,unless agreed to
by Lender in writing,relieve Borrower of Borrowers obligation to continue to make payments under the payment schedule. Rather,they will reduce the
principal balance due and may result in Borrower making fewer payments.
LATE CHARGE. If a payment is 16 days or more late,Borrower will be charged 5.000%of the regularly scheduled payment or$50.00,whichever
is greater.
DEFAULT. Borrower will be In default if any of the fdkrwing happens: (a)Borrower fails to make any payment when due. (b)Borrower breaks any
promise Borrower has made to Lender,or Borrower fails to comply with or to perform when due any other term,obligation,covenant, or condition
contained in this Note or any agreement related to this Note,or In any other agreement or loan Borrower has with Lender. (c)Borrower defaults under
any loan,extension of credit,security agreement,purchase or sales agreement,or any other agreement,in favor of arty other creditor or person that
may materlatty affect arty of Borrowers property or Borrowers ability to repay this Note or perform Borrower's obligations under this Note or any of the
Related Documents. (d)Any representation or statement made or furnished to Lander by Borrower or an Borrower's behalf is false or misleading In any
material respect either now or at the time made or furnished. (e)Borrower becomes Insolvent,a receiver is appointed for any part of 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 Borrowers property on or in which Lender has a lien or security Interest. This
Includes a garnishment of any of Borrowers accounts with Lender. (g)Any guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h)A material adverse change occurs in Borrower's financial condition,,or Lender believes the
prospect of payment or performance of the Indebtedness is impaired. (i)Lender In good faith deems itself insecure.
If any default,other than a default in payment,Is curable and 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 oared(and no event of default will have occurred)It Borrower,after receiving written natkxe from
Lender demanding cure of such default (a) cures the default within fifteen (15) days; or (b) if the cure requires more than fifteen (16) days,
Immediately Initiates steps which Lender deems In Lenders sale discretion to be sufficient to cure the default and thereafter continues and completes an
reasonable and necessary steps suf event to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default,Lender may,after giving such notices as required by applicable law,declare the entire unpaid principal balance on
this Note and all accrued unpaid Interest immediately due,and then Borrower will pay that amount. Upon default,Including failure to pay upon final
maturity,Lender,at its option,may also,if permitted under applicable law,Increase the variable Interest rate on this Note by 4.000 percentage prints.
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 arty limits under applicable law,Lenders attorneys'fees
and Lenders legal expenses whether or not there is a lawsuit, including attomeye tees and legal expenses for bankruptcy proceedings(Including
efforts to modify or vacate any automatic stay or InJunction),appeals,and any anticipated posHudgment collection services. If not prohibited by
applicable law,Borrower also will pay any court costs,in addition to all other sums provided by law. If Judgment is entered in connection with this
Note,Interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. This Note
'
01-17-2001 PROMISSORY NOTE Page 2
Loan No (Continued)
has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there Is a lawsuit,Borrower agrees upon
Lender's request to submit to the Jurisdiction of the courts of Cumberland County,the Commonwealth of Pennsylvania. This Note shall be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest In,and hereby assigns,conveys,delivers,pledges,and transfers to
Lender all Borrower's right,title and interest in and to,Borrowers 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, Commonweaflh 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 time 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 tine 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 aft sums either. (a)advanced in accordance with the instructions of an authorized
person or (b)credited to any of Borrowers 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 dairy 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 011glntal Commitment Letter to the Borrower,on an annual basis. If the Lender does not receive
the required financial infomnatlon 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(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 Lenders
right to declare payment of this Note on Its demand. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing
them. Borrower and any other person who signs,guarantees or endorses this Note,to the extent allowed by law,waive presentment, demand for
payment,protest and notice of dishonor. Upon any change In the terms of this Note,and unless otherwise expressly stated In writing,no party who
signs this Note,whether as maker,guarantor,accommodation maker or endorser,shall be released from nabihly. 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,fall to realize upon or
perfect Lender's security Interest in the collateral;and take any other action deemed necessary by Lender without the consent of or notice to anyone.
An 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 provislons 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(5500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF THIS
NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT
AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TiME AND
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER
MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT,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.
:::• ......,.:..,,•.<..U...,.. '. ,ate,,..,.».y ... ... .'!" "`:'' ..:.°`�
KANJiBHAI R. ATEL,PRESIDENT L I�KPAWEL,VI CE PRESIDENT&SECRETARY
Variable Rate. LASER PRO.Reg.U.S.Pat.&T.M.Off..Ver.9.29C(C)Coruanti*02001 All rights reservaGIPA-020F3.29aP3.29a07420CL.LNC2.OVLI
i
EXHIBIT C
BUSINESS#1971723 v.l
i
RECORDATION REQUESTED BY:
g08ERT
ORRSTOWN13ANK ;.ZIECL`_R
5 P.O.Box 260 t r OF DEEDS
Shlppensburg,PA 172x7 RECORD•_•:
;;UbIOERLAtID 00"TY-PA
WHEN RECORDED MAIL TO: p�► 12 26
ORRSTOWN BANK
I P.O.Box 260
Shippenaburg,PA 17257
i
i SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
OPEN.— END CONSTRUCTION MORTGAGE
THIS MORTGAGE SECURES FUTURE ADVANCES
THIS MORTGAGE IS DATED JANUARY 17,2001,between HARI RAM,INC.,whose address to 1188 GREENFIELD
DR.,MECHANICSBURG,PA 17066(referred to below as"Grantatel;and ORRSTOWN BANK,whose address to
P.O.Box 260,Shlppenaburg,PA 17267(referred to below as"Lender").
I GRANT OF MORTGAGE. For VWable considefebon,Grantor Scent$,bar "s,Sells,contveye,no 8,ban$am releesee,confirms and
mortgaaaS to Lander all of Gnntofa daht,title,and Inlimal In and to the to re,described real property, olinar with all teds9rq or Subsequently
treated or of mad buildings,Improvements and fixtures;all sheets,lanes,atisys,passages,and ways;an easements,rights of way,all liberties,
pdNlsgos,tenements,heredtaments,and appurtenance Ihemunto belonging or anywise made appurtenant hereafter,and the reverdons and
remaMdora Vrlih respect thereto all weir,the jhl,watercourses and ditch rights Qn*cfing steak In utetiea with ditch or Wilalon rights):and al
other rights,royalties,and profits relating to the reeff property,tri imm without Imltston all mhwrsit,rib•gat.geothermal and slmlu matters,IoOeted
In CUMBERLAND County,Commonwealth of Pennsylvania(the"Real Property"r
DEED DATED 2-26-00 AND RECORDED IN BOOK 216 PAGE 724 IN SILVER SPRING TWP.
The NMI Pro or Its address Is commonly known as LOT 96 BENT CREEK SUBDIVISION,
MECHANICSBU G, A 17066.
Grantor preserily assigns to Lander all ai Grantoes fiphl,tills,and interest In and to al leaeea at the Property and all Rents from the Properly, in
addltion,Grantor grant&to Lender a Unform Commercial Code Security interest M the Personal Property and Rents.
DEFINITIONS.The following words shell have the following meanings when used In this Mortgage.Terms not otherwise defined In INS Mortgage shall
have IM meanings attributed to such terms In the Uniform Commercial Code.Ali references to dollar amounts shall mean amounts In lawful money of
the UrIted States of America.
Existing Indebtedness.The words'Odstfng Indabtnddrsse mean the Indebtedness descrbed bolow)n the Ebeling Indebtedness sedan of I t
Matgege.
Grantor.The word"Grarthe means HARI RAM,INC..The Grantor Is the mortgagor under Unit Mortgage.
Guarantor. The word*Guarantee means and includes without Imitaton each and all of the guarantors,sureltes,and accommodation parties In
connection with the Indebtedness.
Improvements. The word'Improvements'menu and Includes without Imitation at aldatlnngq and future Improvements,buildings,Structures,
moblts homes affixed on the Reel Property,facNles,additions,replacements and other construction on the Real Property.
Indebtedness. The word"Indebtedness"means all pMolpal and Interest payable fiber the Nate and any amounts expended or advamxd by
Lender to discharge obligations of Grantor or expenses incurred by Lender to enlace obligations of Grantor under this Mortgage,togalhor with
Interest on such amounts as provided In this Mortgage. The Sens and seats"lntars is cradled pursuant to this Mortgage cove"the
Indebtedness which may he created in the hdurs shod]relNS beak to data of this Mortgage,
Lender.The word"Wools'means ORRSTOWN BAN(,Its sucassora and assigns.The Lender es the mortgages under this Mortgage.
o BJId b WltlttigTtim1t615n al[et
Interest provisions roletbhg to Ifs Peraond Properly and Rtrds.
Note. The word%W means the promissory nate or orodti agreement dated January 17,2001,In the original principal amount of
$2,868,00000 from Grantor to Lender,togelhor with all renewals of,extension&of,modifications of,refinancings of,oaraddatlans of,and
Substitutions for the promissory note or agreement.The maturity date of this Mortgage Is January 17,2022 NOTICE TO GRANTOR: THE NOTE
CONTAINS A VARIABLE INTEREST RATE.
Personal Property.The wads"Personal Properly'mean all equipment,fixtures,and other articles of personal property now of hereafter owned
by Grantor,and now or hereafter attached or aimed to the Red Proped�together with a0 acoesNorts,pads,and additions to,al(epfacamenle of,
and as subsiltutiont tor,any of such property;and together with ad P oceeds(Inohtd7ng without Ilmlle5an an Insurance proceeds and refunds of
premiums)from any sale or other disposition of ft Property.
Properly.The ward-properly'means collectively the Real Property and the Personal Property.
need Property.The words"Rod Properly'mean the property,Interests and fights described above M the"Grant of Mortgage'section.
Related Documents. The words'Related Document'mean and Include without limitation all prorNssory notes,credit agreements,loan
agrasmeme,environmental agreements,guarantee,Security agreements,mortgages,deeds of trust,and at other Instruments,agreements and
documents,whether now or hereafter existing,executed in connection wilh the Indebtedness.
Rents. The word'Roma"moans all present and future rents,revenues,Income,Issues,royalties,profits,and other benefits dented from the
Property.
i
THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IB
i GIVEN TO SECURE (t)PAYMENT OF THE W0109 Its AND (2)PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS
MORTGAGE AND THE RELATED DOCUMI NT8.THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS)
PAYMENT AND PERFORMANCE. Except as otwrwke provided In INS Mortgage;QreMor&hall pay to Lender all amounts secured by this Mortgage
as they become due,and shelf strictly perform ai of Grantors obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY.Grantor agrees that Grantees possession and use of the Property shall be governed by the
following provIslorw.
Possession and Use. Until In default or unit Lander munctsas Its right to collect Bents as provided for In the Asslonment of Rents farm executed
by Grantor In connection with the Property,Grants may remain In possossion and control of and operate and manage the Property and cohort
the Rents from the Property.
Duty to Maintain. Grantor shat maintain the Property In tenantable condition and promptly perform all rapers,replacements,and maintenance
necessary to preserve Its value.
Hazardous Substances. The terms'hazardous waste,""hazardous Substance;"disposal,"9Yatwse,'and 1hreatoned reloaso,as used In this
Mortgage,shag have the some meanings as sal forth In the Comprahenslve Environmental Response,Componsaton,and Liability,Act of 1980,as
amended,42 U.S.C.Seaton 9601,at seq.(CERCLA'),the Supedurd Amendments and Reauthorization Act of 190x,Pub.L No.99499
i ((""SARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1601,at see,the Resource Conservation and Recovery Ad,42 U.S.C.
Section 9901,at Seq.,or other applicable date or Federal laws,rules,or regulations adopted pursuant to any of the foregoing. The tames
i 'hazardaus waslo"and'tszardoue Substance"shat also Icud%without ikn0ation,petroleum and petroleum by-products or any(radon thereof
and asbestos. Grantor represents and warrants to Lender tat: (a)During the period of Granbfs awnarshlp of the Property,there has been no
use,generation,manufacture,storage,treatment,disposal,release or threatened 7Any r wade or Substance by any person on,
' t
01-17-2001 MORTGAGE Page 2
Loan No (ConlUnuecq
under,about or from the Property (b)Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to
`I and acknowledged by Lender In wrillrg, M any use,generation,manufacture,storage,treatment,disposal,release,or threatened rolwe of any
hazardous waste or substance on,under,about or from the Prepsrlyh by any prior owner or occupants of the Property or It anal actual a
Lender Indwri�g, (p neither Grantor nor arriy tan person
ent,contractor,'to egent or olher a and
uthorized useerrtof the Prop"etroU use,g•neratte,rmanufacture
store.Ire&%dispose of,or release any hazardous waste or substance n,under,about or from the Property and (A)any such so%*shag be
conducted In compliance with all applicable federal,state,and fecal laws,regulations and ordinances,haiuding without Imgatn those laws,
regulations,and ordtriances described above.Grantor authorizes Lender and Its agents to order upon me Property to make such Inspections and
tests,at Grantees expense,as Lender may deem epppraplate to determine compliance of the Properly with this section of the Mortgage. Any
Inspodons a tests made by Lender shall be for Lentleea purposes only and shag.1 be construed to create any rempnsblfty,or liability on the
pert of Lander to Grantor at to any other parson The representations and warranties contained herein an based an Grantees duo diligence In
Investigating the Property for hazardous waste and harendous substances. Grantor hereby (a)releases and wolves any future claims against
Lender for Indomnly or contribution In the event Granla becomes liable for cleanup at other costs under any such laws,and (b)*great to
Indemnify and hold harmless Lender against any and all claims,losses,Ilabpges,damages,penalties,end expenses which Lender may dire*or
Indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consaquenc•of any use,generation,manutsotunh
storage,disposal,ralaase or threatened release of a hazardous Wrests at substance on the ptoperUas. The Provisions of this section of the
Mortgage,Including the obligation to Indemnify.shat elxvive 1h eymiant d the Indebtedness and the satisfaction and recarmysims of the Ion of
this Mortgage and shall not be effected by Lenders acquisllon of any Interest In the Property,whether by forodoeurs or othenNss.
Nuisance,Waste. Grantor shall not cause,conduct or pemt any nuturce nor commld permit,of suffer any stripping of or waste on or to the
Property or arty portion of the Property. Without mndting the generally of the foregoing,Grainier will not remow,a grant to any other party the
right to remove,any Umber,minerab(Inchuding an and gee],tog,grew or rook product,without the prior written consent of Lander.
Removal of Improvements. Granter shell not demolish or remove any Improvements from the Real Properly without the plot written consent of
Lender. As a oondflen to the removal of any Improvements,Lender may require(slier to make arrangements satisfactory to Under to replace
such Improvements with ImProvemanis of at total equal Value.
Lender's Right to Enter. Lander and tie agents and repr6whilhres may enter upon the Real Properly at to r aonable times to attend to
lender's Interests and to Inspect the Property for purposes of Grardoes compliance 1N81 this tams and conditions of this Mortgage.
Compliance with Govemmental Requlrement•. Grantor,hall promptly comply will erg laws,adtnences,and regulations,now or hereafter In
affect,of all governmental authorities eppilcetlb to the use or cocupency of the Property,Including without UmMon,the America"With
Disabliflas Act. Grantor may contest M good faith any such law,ordnance,are lulation and withhold compliance dwlnp cry proceeding.
Including epppprofxlat•appeals,,o long as Grantor has notified Lerida In willing pia to doing so and so long as,In Lendera sob opinion,
Lenders In is In the Property ere not Jeopardized. Lends may require Grantor to post adequate security or A surely bond,reasonably
satisfactory to Lender,to protect Landers uttered
Duty to Protect. Grantor agrees nroAher to abandon nor leave unattended the Properly. Granter shall do sit other act%,In addition to than cab
W earth above In this section,which from the character slid use of the Property are reasonably necessary to protect and Prawn the Properly.
CONSTRUCTION LOAN. 11 some or All at the prooeed,of the ban creating the Indebtedness are to be usa f to conshuot Of complete construction of
any Improvements on the Pr the Improvements shill be completed no I&*then the maturity dale of the Note(or much urges date as Ladder
may reasonably estalchh)and Granlor shat pay In IW sit poste and ex enma In connection wn the work. Lender,at Its option,may dlsbume loan am
proceeds under such terms and conditiors as Lander may doom nsoasary n that: among ase►ed by this Mortgage disbursement rodug(a be
an possible gene,Including those of material suppliers and workmen. Len otter mgt,
supported by recelpted bib,expense aMda dge,waivem of Ilensj oonstruabn programs reports,and such other documentation as Lander may
reasonably request.
DUE ON SALE-CONSENT BY LENDER.Lands may,at It option,declare Immediately due and payable all sum secured by this Mortgage upon the
sale or transfer,without the Lenders prior written monk of an or any pad of the Real Property,or any Interest In the Real Property. A bob or
hn*t*means the conveyance of Real Property of an rlghl,dins or Interest therein;whether legal,beneficial or equitable;wheMwr voluntary a
amdunlery whether by ollrlptt eats,deed,hneteAment Bale oonlrect,land eonha4 contract for deed,leamehold Interval with a term greats then three
(3)Yeah,least opUOn oontreol a by sale asagnmect,a Mnsfar of any banellakal bftereat In a to anal lenpd fist hoktlrq t(le to tiu fkd Property,a
bnclud^)em arryratsngoInn owns p of mars flan hw ly-Ave fxreeM(Q 7b)�oftlrb vadng,tookl Porfoershb Nntsresb wtslmited AabIDy comparry Irdernb,
As the case they be,
of Oranlor, Howova,tuts option shat rid be exorcised by Lander Y twh exercise It proNDAed Dy toavtel law a by Pennsytverga
law.
TAXES AND LIENS.The following provision raising to the taxes and Itsns an the Property are a pal of this Mortgage.
Payment. Granter shell pay when due(and M All events pdbr to delinquency)all fares,psyroil Wcom,epsclal taxes,Assessments,water charoee
and sower service charges levied agstrrot at on Account of the Property,and shall pay when due AS oiskns for work done on or for servloes
rendered or molelall furnished to One Property Grantor&hell maintain the Properly has of All taro IMnfig platlryy over or•yusil to tiro Interest a
Lander under 1N Mo social for the Ilan of taxes and assessments not due,except for the Exlstng Indebtodness retard to blow,and
except As otherwise provided In the following pamor&p
Right To Contest. Grantor may withhold peymenl a any tax,amessmenl,or Balm In connection with a good faith dispute over the obggalon to
pay,so long as Lender Interest In the Property b not jeopardized. 11 a Ron ethos or is lged as a resull d nonpayment,Grantor sham within fifteen
flay;days after the,Ilan altos or,U a Ilan Is fled,wghln filer(16)days after Oriental has notice of the fling,secure the discharge at the Ilan,or If
requested by Lender,deposit with Lender cash or a suMotent oorporele suet'bond or other*acuity,satisfactory to Lender In an amount sufficient
to discharge the men piss any oasts and attorneys'fees or other charrgryes that could accrue n a raeult of a foreclosure or sale under the Ian. In
am name LLander Grantor shell defend itself and as an additional oblpse under any surety bond fulfils In the contest judgment edkg enforcement agehsl the Prepay.Grantor shelf
Evidence of PsymeM. Grantor shat upon demand furnish to Lander sessfaotary m0eno•of payment of the taxst or&statements and Mali
authorize the appropriate governmental official to deliver to Lander At any time a written statement of the taxes and assessments against the
Property.
malice of Construction. Grantor shall no"Lander of bast fifteen(16)days before any work is commenced,any services are furnished,or any
materials are supplied to th o Properly.II any machario'a Ilan,matelalmon's Ion,or other Dan could be asserted an account of the work,services,
or matalais• Grantor VAU upon request or L•nclor furnish to Lender advance assurances satisfactory to Lendet that Grantor can and will pay Ins
cost of such Improvements.
PROPERTY DAMAGE INSURANCE.The following provhbns relating to Insuring the Property are a pal of INN Mortgage.
Malrrlenance of Insurance. Grantor shall procure and maintain poldas of Are Insurance with standard exierded coverage endasemsnte on a
I replacement basis for Oro full Insurable value cove"an Improvements an the Real Property In an amount sufficient to avoid application of any
coinsurance clause,and with a standard mortgages clause In favor of Lends. Orantor an also prooue and maintain comprehensive general
liability insurance In much ooverogs amounts as Lander may request with Lender being named as acidtlonal insureds In such IIabIBty Insurance
policies. Addllonsty,Grantor shag maintain such other Insurance,Including but not limned to hazard,business Interruption and baler Insurance
as Lender may require. Policies shall be written by such Insurance companbm and M such form to may be reasonably acceptable to Lender.
i Grantor shall deliver to Lander csrdAcabs of coverage from each Insurer containing a stipulation that coverage will not be canceled or dlminlehed
i without a minimum of ion(10)days'prof written nonce to Lender and not contalning any declaimer of the Insurore lability for fdura to gale such
n otbo. Each Insurance palsy also shall Include an endorsement providing that coverage In lever of Lender will not be Impaired In any way by any
act.omission or default of OraMor or any other P•reon. Should the Real Property at any lima become located In an area designated by the
Director of the Federal Emargansy Management Agency as a,portal food hazard area,Grants agrees to obtain and MAIAWA Federal Flood
i Intu'anca for the full unpaid principal balance of the loan and any prior lens an the property eoeuridg the loan,up to the maximum Pdby gait sal
i under the National Flood Insureoe Program,or as otherwise required by Lender,and to maintain such Insurance for the term of the loan.
f Application of Proceeds.Grantor shag promptly notify Lender of any lose or damage to the Properly, Lander may make proof of tau If Grantor
We to do so whNn fifteen(16)days of the casually.Whether or not Lenders security is Immppahed,Lender may,al got election,apply the proceeds
to the reduction of the Indebtedness,payment al any ten electing the Property,or the resloration and repair of IM Property. g Lender slash to
apply the proceeds to restoration and repair,Grantor shell repair or replace the damaged or destroyed Improvements In a msrmar satsfulary to
Lender. Lender shall,upon sagafactory proof of such mpand iure,pay of reimburse Grantor from the proceeds for the reasonable coat of repair
i or restoration If Granla Is not In default under this Mortgage.Any proceeds which have not been disbursed within 180 days after their reaelpt and
which Lender has not committed to the repair or restoration of the Property shall be used W to pay any amount owing to Lends under this
Mortgage,then to pay accrued Interest,and the remainder,g any,shat be applied b the principal bola nog gj ndebl r�nu�yell Lander holds
any proceeds after payment In Iuti of the Indeblednera,such proceeds shall be geld to Grantor. BOOR lb W PAK a„{3X
Unexpired insurance at Sale, Any unexpired Insurance shag Inure to the benefit of,and pass to,The purchaser of the Property covered by this
Mortgage at any trustee's sale or other sate held under the provisions of We Mortgage,or at any foreclosure sale Of such Property.
I
01-17-2001 MORTGAGE Page 3
Loan No (Continuer)
Compliance with Existing tdebtedness.During the period In which any Existing Indebtedness dosc&ad below Is in etleol,oompllenoe WNh the
insurance provisions contained In the instrument evidencing such Existing Indebtedness shat constitute compliance with the Insurance provisions
under this Mortgage,to the extent compliance with the tome of this Mortgage would oonshlute a duplication of Insurance requirement If arty
proceeds hum the Insurance become payable on lose,the provlelons In this Mortgage for dMslon of proceeds shot apply Only to that portion of
the proceeds not payable to the holder of the Exdsfing Indebtedness.
Orantor's Report 00 Insurance• Upon request of Lender,however not more than once a year.Grantor shat furnish to Lander a report on each
existing policy of Insurance showing:(a)the name of the Insurer, (b)the delta Insureds (a the amount of the policy;(d)the property Insured,the
then current replacement value of such propertelyy�and the manner d deformlNng that value;and (a)the expliaton data of the poky. Grantor
shag,upon request of Lender,have an Independent appraiser satisfactory to Lender delarmine the coal,value replacement amt of the Property.
EXPENDITURES BY LENDER,It Grantor fells to complyy with yyany provision of this Mortgage,Including any obligation to maintain
Interests In he Existing Indebtednesa
ndr
In good standing as required below,or 0 arty action or beGrantor's terest et behalf rate provided for In the required
ate from the date��hot pel�dooms appropriate,
the date f repayyment by Grantor.�AN such expenses,at
Lader'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 arty
Installment payments to become due during ether m the form of any a pliable Insurance poky or (tI the remaining term of he Note,or (o)be
treatad ee a balloon payment which will be due end payable At the Note a maturity. This Mortgage also eats secure payment of thaw amounts. The
rights provided for M this paragraph shag be in addton to any other deists or any romed]es to which Lender may be entitled on account of the default.
Any such action by Lander shat not be constnsd as cuing the defauH so as to bar Lender from any remedy that it Otherwise would have fwd.
Grantors obligation to Lender for at such expenses shat survive tie entry W any ncdgago foreclosure Judgment.
WARRANTY;DEFENSE OF TITI.B.The following proWions retailing to ownership of the Property are it pad of lists Mortgage.
Title. Grantor warrants that (a)Grantor holds good and markalabie title at record to the Properly In fee siMmpple,hoe And clear of ail pons and
encumbrances other than thine sat forth In the Real Property desodplon or in the Existing Indebtedness melon below or In any ft Insurance
policy,like report,or find tills opinion Issued In favor of,and accepted by,Lander In connection with INA Mortgage,ad (b)Grantor has the full
fight,power,and aulhody to execute and deliver this Mortgage to Lander.
Defense of Tile. Sub)sd to He axosplon In the paragreph above,Grantor warrants and will forever defend the Htie to the Property against the
1 iewhd olaYns of At persona. In the event Any action or proceeding Is cOmmenoad that questions Grenfar's big or he interest of Lander under His
Mortgage.Grantor that defend the aoNon at Grantr s exrparsa. Grantor may be the numbed party In such proceeding,but Lender shag be
entfled to participate In He prooeedfrha and is be reprosorted In he proceeding by counsel of Landers own cholm,and Grantor will delver,at
cause to be detvered,to Lender such Instnurients as Lender may request from 11ms to time to permit Ouch P&MI)Ation.
Compliance With Laws. Grantor warrants that the Property and Granters use of the Property complisf with all vd0ling Applicable laws,
Ordinances,and rogulattons of governments!aulhodfles.
DUSTING INDESTEDNESS.The following proMclonS concerning existing Indebtedness(he'Exdstirg Indebledossal are a pert of this Mortgage.
Exialing Llen. The Hen of this Martina ppo wud:qj the.lndebtedness may be secondary and Interior to en existing non. Grantor expressly
covenants and agrees to pay,or see to the psymant of,the Existing Indebtedness and to prevent arty default on such Indebtedness,any default
under the Instruments evidonc]ng such Indebtedness,or any default under any security documents for such Indebtedness.
Default. It the payment of any Instalment of principal or any interest on the Existing k"Idness is not made wlUx]n the time required by the mote
evidencing such Indebtedness,or should a default occur under the inskuansnt snuffing such Indebtedness and not be oared during any
sppkeblA grace period thsreln,then,at the option of Leder,the Indebtedness soound by this Mortgage ehet become MModWey due and
payable,and this Mortgage dull be in delaut.
No AIOdIHcAHon. Grantor shat not enter Into any agreement with IM holder of any mongaga or other security agreement which has priority over
this Mortgage by which that agreement N modified,amended,mdended,or renewed without the prior weltien consent of Lender. Grantor efwl
neither request nor ass*any future advances under any Such security agreement without ft prlor written consent of Lander.
CONDEMNATION.The klbeMnp provIslons raising to condom Italian of the Property area pad of No Mortgage.
Application of Net Proceeds. 11 all or any part of he Property Is condormed by eminent domeM prooeedtngo or by any proceeding or purchase
In lieu of condemnation,Lender may at HIS election require Poet at or any portion of the col proceeds of the award be Applied to the Indobledneas
or the repair or restoration of hs Properly The not Proceeds of the award shall mean the award alter payment of At Actual costs,expenses,and
attorneys'lass inured by Lender M connection with the condemnation.
proceedings. If Any proceding In oondemnslon is Ned,Grantor shat promptly nottly Lander In welling,and Grantor shelf promptly fake such
steps as may be necessary to defend the salon and ofdeln the Award.Grantor may be the nomtnd panty in such proceeding,but Lender shelf be
entitled to paellopate In the proceeding and to be represented in he proceadinp by counsd of He own choice,and Grantor will deliver or cause to
be delivered to lender such Instruments As nay be requested by It from tms a Mme,to Perm%such participation.
IMPOSITION OP TAXES,FEES AND CHARGES BY WWANMENTAL AUTHORITIES.The following provisions totaling to governments]taxes,few
ndttxarges ere a psrhofihle MortgAg.
Current Taxes,Fees and Charges. Upon request by lender,Grantor shall exeeule such documents In addition to INS Mortgage and take
whatever other Action Is requested by Lander to perfect and continue Lender's Ilan on the Reel Property. Grantor shall reimburse Lender for at
Wins,As described below,together with all expOAM Incurred M recording,perfecting or continuing the Mortgage,Including without ilmltstlon at
lams,foes,documentary stamps,and other charges for recording or regteteelng this Mortgage.
Texas.. The following shot constitute tense to which this sectionepplea: (a))a specific tax upon this type of Modgago of upon all Or any pad of
the Indebtedness secured by this Mortgage(b)a specific tux on Grantor which Grantor Is Authorized or required to deduct from payments on the
Indebtedness secured by this We of Mortgage; (o)a tax on this We of Mortgage chargeable against the Lander or fie holder of He Nola;and
i (d)a apechte tax on ore or arty portion of the Indebtedness or an payments of principal and Internal made by Grantor.
i Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the data of thdt Mortgage,this event shat)have the am
effect as an Event of Dolauft(as donned below),and lender may exert lee any Or At of HA available remedies for an Event of Dehut as provided
below unless Grantor either (a)pays the tax before It becomes deltnquenq or (b)contests he lax as provided above In the Texas and Usns
section and deports with Lender each or a sufficient corporate surety bond or other seats*satisfactory to Lender.
SECURITY AGREEMENT;FINANCING STATEMENTS. The(allowing provisions relating to this Mortgage as a eeouelty agreement are a pant of this
Mortgage.
Security Agreement. This Instrument shat constitute a security agreement to the extent any of the Property constitutes tbdures or other personal
property,and Lender cwt have an of the rights of a secured party under the Uniform Commercial Code as amended from films to time.
Security Interest. Upon ost by fader,Grantor shot execute financing statements And take whatever other action IS requested by Lender to
I perfect and continue Lantana security Interest In the Rents and Personal Properly. In ddlHon to recording this Mortgage In the red property
records,Lender may,at any time and wilhoul further aulhorzation from Grantor,file executed counterpane,copies or reproductions of this
i Mortgage as a Mancing stetamenl Grantor shat reimburse Lander for all expenses Incurred In perfecting of cdntlnuing this seoully Interest.
I Upon default,Granter shall assemble the Personal Properly In a manner and at a piece reasonably convenient to Grantor and Lander and maM It
available to Lender within three(3)days ener receipt of written demand from Lander,
Addnaaes. The mating addresses of Grantor(duhfoO and Lander(secured party),from which information concerning the security interest
granted by[No Mortgage may be obldned(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 assurance$and Additional at hodzaton Are a
part of this Mortgage.
Further Assurances. Al any this,and from time to time,upon request of Lender,Grantor vii make,execute and donvar,or will cause to be
made,executed or delivered,to Lender or to Ledoes dos%neo,and when requested by Lender,cause to be Ned,recorded,retied,or
rerecorded,as the case may be,at such times and In such oftloes Ad pieces Oro Lender may deem appropriate,any and at such m rtgages,
deeds of trust,saoudy doeds,saeurtly agreements,financing statements,continuation statemeMe,Instruments of further Assurance,certificates,
and other do)cuments as may,In on sale opinion of Lender,be necessary or destrsde In order to ogoctuale,complete,Pidect,continue,or
aeeaatsd by IhishMortgage on he Properly,whether now owned orMortgage,her ager Related Granter. Union (b)the byalow or Agreed t Interests he
icontrary by Lender In writing,Grantor shell reimburse Lender for as crests and expenses Incurred��r►gg 7ceet'with�gxpltors refired to In this
Paragraph,Additional Authorization,If Grantor fats to do any of the things referred to In the preceding paragmp'h..�Lander may d so for and In the name of
Grantor and at Grantors expense. For such purposes,Grantor hereby Irrevocably outhodzns Lender to make,execute,claim.Ale,record and do
as other things as may be necessary or doelrable In Landsea auto opMon to accomplish he metiers referred to In the precoding paragraph.It to
.01-17-2001 MORTGAGE Page a
Loan No (Continued)
i
understood that nothing set forth heroin shat nequhe Lander to lake any such actions.
FULL PERFORMANCE. II Drente pop an the Indebtedness when due,and otherwise Performs all the obligations Imposed upon Grantor hinder This
Mortgage,Lender shall execute and deliver to Grantor it suitable satisfaction of this Mortgage and suitable statements of termination of any 11nanolrq
statement on file evidencing Lender's security intwest In the Rants and the Personal Property. Grantor wit pay,ti permRled by applicable law,any
reasonable termination fee as determined by Lander from time to lime.
j DEFAULT.Each of the lotowing,at the option of Lender,shall constitute an event of default('Event of Default)under this Mortgage.
Default an Indebledneae.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 mails any payment for taxes or Insurance,or any
other payment necessary to prevent fthg of at to offset discharge of any tan.
Compliance Default.Failure of Grantor to comply with arty other term,obligation,covenant or condition conlalned In this Mortgage,the Note or In
any of the Related Documents.
Default In Favor of Third Pardee. Should Grantor default under arty loan,extension of credit,security agreement,pbxoheee a sales agreement,
I
of arty other agresmenl,In favor of any other creditor or person that may maledally affect arry of Grantees properly a Grantor's abtitty to repay the
3 Note or Grantees ability to perform Grantees obligations under this Mortgage or arty of that Related Occuments.
l False Statements Arty warranty,representation or statement made at furrished to Lender by or on behalf of Grantor under this Mortgage,the
Nate or the Related Documents Is false a misoading In any matelot respwt,either now or at the tima media or furnished.
Dafeottve Cdiateratitatlom This Mortgage a any uN the Related Documents assess to be in tun torte and aft W(Including failure of any collatom)
documents to create a valid and perfected security Interest or Ilan)&t any time and for any reason.
Insolvency.The diasoiution or termination of Grantees wdstonce as a going business,the Insolvency of Grantor,the appointment W a(eeeiwr for
any pad of Grantors property,nrry assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding
under any banitruptoy or Insolvency Lowe by or agalnet Grantor.
Forecloa ire,Forfeitures aft, Commencement of ftreorosum a IodMtere proceedings,whether by)udlolel proosedlnp,SeM-tw+p,ropoeseaslal or
any other method,by any creditor of Grantor or by any governmental agency against Any of IN property. However,flhhbb subsection shall not apply
In the want of a good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the bash W the foreclosure of Iorefallu s
i proceeding,provided that Grantor gtvn Lender written notice of such oielm and furnishes reserves or a surely bond fa lha claim satisfactory 10
Lender.
Breach of other Agreement,Arty breach by Grantor under the terns of any other agreement between Grantor and Lender that Is not remedied
within arty grace period provided thoraln,Including without limvation any agreement cartooning any Indeblednea or ogwr oblfpatIm of Grantor to
Lender,whether extsting now of later.
0dating Indebtedness. A defauft shati above under any Erdfgng Indebtedness or under any Instrument on the Property securing any E)dating
I ndebtadna ua.or commetcamerd of any suit or Other action to fcregim any etdatng tern on the Property.
Events Affecting Guarantor.Any of the preceding events occurs with respect to arty Guarantor of arty W the Indebtedness or arty Guamnlor dl a
or becomes incompetent.or revokes or disputes the vddfy W,or liability under,any Guaranty of the Indebtedness.Lender,at Us option,may,but
shall not be required lo,permit the Guarantors estate to assume unconditionally out obligations arising under the guaranty In a manner satisfactory
to Lender,and,In doing&o,aims the Event of Oateult.
Adverse Change.A maledal adverse change occurs In Grantees financial condition,or lender believes the prospect of payment or performanOO
of the Indebtedness b Impaired.
Insecurity.Lander In good faith deems Itself Insecwa
Right to Cure.it such a failure Is ouroble and ft Grantor has not boon Om a notice W a breach of the same pMVWOn of this Mortgage within the
preceding twelve(12)months,it may be Oared(and no Event W DefaW will have pebunetn ft Grantor,after Lender Wife wdven noon
demanding ours a such tenure: (a)mass the taluxe within fifteen(16)days;or (b)M the we teavlroa more than fifteen(15)days,Immediately
InWatas steps sutAclent to cure the falluts and thereafter continues and comptetee all rwuonaWe and necessary steps stdfblenl to produce
compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEPALLT. Upon the occurrence of any Event of Default and at any Into thereafter,Lander,at Its option,may latendae
any one at more of the following rights and remedies,In addton to arty other dghb or remedtea provided by law.
Accelerate Indebtedness. Subject to aappptioaWe law,Lender shot have the light at Its option without notice to Grantor to declare the erdlre
Indebtedness Immediately due and payebte.
UCC Rernedfes.With respect to all or any part of the Personal Property,Lender that have all the rights and romedee of a secured party under
the Un form Commercial Code.
CallifOrmll.t lltW ltd!havelAa right wlStod ttonaeto-Grar*w,toiLlwVoss esslaroHhe-Propedyend-conesHM-Rmnbrinolud"mold a --
pest due and urpald;and appy the not prooaeda,over and above Lenders costs,egalnn the Indsbtodness. In furtherance W this right Lender
may require any anent or other ,the of the Rropery to Croke payments of rent or use tan dlreotiy,to Lander.If tik Rents are collected by Lender.
then Grantor Irrevocably authorizes Lender to end aee Instruments reooW In payment thereof In the name of Grantor and to negotiate the same
end ooneol the proceads.Paymorda by lensnts or other users to Lender b responee to Lenders demand ehav satby the o*oMons for which 1he
payments are made,whether or not any proper grounds for the demand wdsled. Lender may axambe its rights under INS subparagraph either In
person,by agent,or through a receiver.
AppOtnt F'i ehvee'Lender ehev hew the dghL to haw a receiver eppotnled M bite pouesstan of al a arty pad of tha Prapsrly,with the Power to
protest end deserve the Progeny,to operate rho pf0perty Preceding foreclosuas or sale,end te aclleot IM Rents from Iha Properly and appy Iha
! pnooeeds,oar and above lips cost 0f Ihw fBCalYerahlp,aggnst tM rraebMdneas Tne reoetver may serve winter Hood s pwmteed by kw,
Undoes right to the
appointment o1 n receiver whet adst whether or not rho eppuent vatus or the Properly exoeede the Indebtedrees by e
{ subeeardbl amount Employment by Lender sisal noi dsquaty a person from carving ea a resolver.
Possession of the Property. For the Purpose W procuring possession of the Property,Grantor hereby authorbes and empowers arty attorney a
any court of record In the Commonwealth of Pennsylvania or elsewhere,as attorney for Lander and at persons claiming under or through Lander,
to sign an agreement for entering In arty competent court an amicable action In e)e tmnem for possesdort of on Property and to appear for and
confess Judgment against Grantor,and against an persons claiming under at through Grarior,for the recovery by Lender of possoWan W the
j Property,without any stay of execution,for which this Mortgage,or it copy W I*Mortgage verified by affidavit,shall boa sufficient warrant;and
thereupon a writ of possession may be Issued forthwith,without arty prior Writ or proceeding whatsoever.
! Deficiency Judgment. Lander may obtain a Judgment for any deficiency remaining In the Indebtedness due to Lander aaor application of an
i
amounts received from the mutrWae of the rights provided In this section.
Tenancy at Sufferance. If Grantor remains In possession of the Property after the Property N acld as provided strove or Lender oiluervdee
becomes entNed to possession of the Property upon default or Grantor,Grantor shot become a tenant at sufferance W Lender or IM pumhaew of
the Property and shall,at Lenders option,etihor (a)pay a reasonable rental for the use of the Property,of (b)vacate the Properly Immediately
upon the demand of Lender.
Other Remedies.Lender shall have all Other rights and remedies provided In this Mortgage er the Nate or available at law or in equity.
! Sate of the Property. To the indent permitted by appreabla law,Grantor hereby waives any and all,right to have the Properly marshalled. In
exwelsing Its lights and remedies.Lender shall be free to sell at or any part of the Property together or separately,In ono safe or by separate
sates Lender stun be entitled to bid at any publlo safe on all or any portion of Me Property.
Notice of 808. Lender shat on Grantor reasonable nonce W the on*and place of any pubto male of the Personal Property or W'fhe time after
j which any private sale of other Intended dsposinon of the Personal Prop"Is to be made. Unless othwwlgL hod bye law,
reasonable notloe shall mean novas given at lust ten(1D)days before Um me of the Gala a dsposition. SOUK 6�eb NGE
waiver;Election of Remedies,A waiver by any party of a breach of a provision W Ihts ModgAgw shall not constitute a waiver W or prejudice the
pary+e dghb otherwise to demand Well compliance With that proNalon or&fry other provislon Election by Lander to pursue any remedy shag not
m studio ptraAt of any other renrody,and an election to make expenditures or tells action to perform an obligation of Grantor under Ibis Mortgage
after Mnure cf Grantor to perform shed not afted Lenders right to declare a default and exorotse Its remedies under this Mortgage.
Attorneys'Fees;Expensed.If Lender Institutes any suit or action to enforce any of the terms of this Mortgage,Lender shall be antlled to recover
such sum as the court may adjudge raceonabie es e"arneye'teas at trial and on arty appeal Whether a fiat any court action b Involved,at
reasonable expenses Incurred by Lander Ihal la Lendae8 op .n are necessary at any lime to the protection of lb Interest or the enfmtemaet of
X01-17-2001 MORTGAGE Page 6
Login No (Continued)
its rights shall become a part of the Indebtedness payable on demand and ahati bear interest tram the dale of expenditure urM repaid al the rate
pprovided for In the Note. Ebgenses covsrod by this paragraph Include,without Undlaton,however subject to any lk to under applicable law,
Lenders attorneys'fees and Landar's legal expenses whether or not there Is a lawsuit,Indudlnit attorneys'lees for bankruptcy prooeedro
(Indudng offer%to modify or vacate any automatic stay or Injunction),appeals and any anticipated posHudgment collection sorvtoes,the oast of
searching records,obtaining life reports(Including loreolosura report&),surveYOM'reports,and appmM fees,and title insurance,to the extant
permuted by applicable law. Grantor abo will pay any court costs,In addition to all other sums provided by law.
NOTICES TO GRANTOR AND OTHER PARTIES. untan otherwise provided by applicable law,any notice undsr this Mortgage shall be In writing,
may
��l by lelelaoalmla(urtleae otherwise required by law),and shall bo elteoUve when echtally deliMered,a when deposited with a nationally recopovern4 courier,or, mall d,shell t&0 de�h'offaotiw when deposled In Ihe Untied Sta class,cerlltitd a roglatered ins epaid,directed tr the addresses shown nee It
to of tins lAorlgags. Any parry may derange is address for notices under uhls
Mortgage by
MM formW written notice to a other p epeclying fhel the purpose of the notice is to ohengo C. A Sec address All eq.,s of
rhotbea of foreoloaure Iron IM holds of any gar which pitor(1y over this Mortgage,and noticeQS A 8sodon 8119,d seq.,shag be sent to Lender's address,as shown near the beglnf Ihls Mortgage Fa notke purposes Oranta agrees to ke"Lender Informed at of times
of Grantees current address.
MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a pail of this Mortgage:
Amendments.This Mortgage,together with any Related Documents,constitutes the entire understanding and agreement of the panties as to the
1 matters set forth In this Mortgage. No attention of or amendment to this Mortgage shelf be effective unless given in willing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.
Annual Reports. It the Property Is used for purposes other it=Grantors rosldeno%Grantor shall furnish to Lender,upon request,a oe fled
statement of net operating income too"from the Properly during Grantors pmvlan fecal year in such form and datal as Lender shelf require.
Mal operating InoonW shall mean all cash receipts from the Property loss W1 cash expenditures made In connection with the Operation of the
Property.
Applicable law. This Mortgage has been delivered to lender and accaptad by Lender M the Commonwealth of Pann"anls, Tina
Mortgage shall be governed by and construed In accordencawth the laws Of the Commonwealth of Pennsylvania
Caption Headings. Caption headings In this Mortgage are for convenience purposes Only and are not to be used to Interpret or define tiro
praVolons of this Martgago.
Merger. There shall be nome9 or of the Interest or estate created by this Mortgage with any other IrdersW of estate In the Property At any 11=
held by or for the bsnsfll of Lender In any oap cky,without the written consent of Lender.
Muntfe Parties;Corporate Authority. Ag oblWirms of Granter under this Mortgage she$be Joint end Worst,and al references to Cantor
shell mean each and every Grantor,This means that each of the parsons signing below Is responsible for all obligations In this Mortgage,
Severebtlty. N a court Of compefan Jurisdiction Inds arty provision of thle Morigegs to be Invalid or unenforceable as to any person or
circumstance,such Wing shall not render that provision Invalid or unenforceable as to drry Other persons or aboumalances. If feasible,any etch
offending provision and be deemed to be modified to be w4thin the Amts of erdomemblity or validly;however,S the nil Ing provision cannot be
to modified,It shall be stricken and all other provisions of Ihb Mortgage In all Other""so%shat remain valid and enforceable.
Succeeeora end Assigns. Subject to the dmilations stated in INS Modgago on transfer of Grenbh interest,this Mortgage shelf be binding upon
and inure to the benefit of the pales,their heirs personal represon%Ives,successors and assigns. If ownership of the Property becomes vested
In a person other than Granter,tandar,wrlihou�noses to Grantor,may dad with Gmnlere successors with reference to thta Mortgage and the
Indebtedness by way of forbearance or ext&nalon without releasing Grander from the obligations of this Mortgage a Ilabety under the
Indebtedness.
Time to of the Essence.Time Is of the essence In the performance Of this Mortgage.
Walvera and Consents. Lender shag not be deemed to have walved arty rights under this Mortgage or under the Related Documents)union
such wavier b In writing and Maned by Lender. No delay or omtselon an the part of Lender In ex 9 any right shah operate as a waiver of
such right or any other right. A waiver by any party of a provision of this Mortgage shelf not constitute a wavier Of Or preludoe the Pertye doer
otherwise to demand sirld compliance with that provision or Miry other provision. No pia waiver by Lander,nor any ocurss of dealing between
Lender and Grantor,shell constitute a walla of any of Lenders rights or any of Grantors Obligations ore to any Whirs transactions. Whenever
consent by Lender Is required in this Mortgage,the granting of suoh consent by Lender M any Insterco shall not constitute contlnulno consent to
subsequent balances where such consent Is required.
a
GRANTOR ACKNOWLEDGES HAVING ROD ALL THE PROVISIONS OF THIS MORTOAGE,AND GRANTOR AOREES TO ITS TERMS.
THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED,
TOR:
HARI RAM,INC. y. ��
By; 'p�'-'���vry�._,'r��''iln4tiPiwn..''Jr'���'�..-�s';f.•�(a'y. 's �
KAN�R.PATH,PREHIDEWr
MI !. ATB.,VICE FIR 1 ENT 6 SECRETARY
ATTEgT^
L
(COfPOrOLO Seal)
—SWMft or Afeelstant Secretary
Signed,aclanowledged and delivered M the presence oft
x
I Witness
t X
i
WlMeee
CERTIFICATE OF RESIDENCE
1 hereby eerliy,that the preot&a address of the mortgagee,ORRSTOWN BANK,herein to as 10010:
P.O.BOY 460,Shippenaburg,PA 17467
I •uhnn•y.«cram naMalao••
i
looKl6 PAIR 115
1 —17-2001 MORTGAGE Page 6
Loan No (Contlnued)
(� CORPORATE ACKNOWLEDGMENT.
STATE OF
I r-� lore
COUNTY OP ►-ihoc tin 1
fi
i On this,the 1`l� day of u r 20 OL ,before me S`ft�C`1 (n STE(1CJ the
undersigned Notary Public,peraonafiy appeared f WIBHAI R.PATEL and LAXMIK P who nWMI:ed Ihem"IM to be
PRESIDENT and VICE PRESIDENT d SECIiCTARY of HARI RAM,INC.,a corporation,and Mat they ail such PRESIDENT and VICE PRESIDENT 6
SECRETARY,R themselves as Rauthorized tod VICE soo,executed the k 8ECR@TARY.ment for the purposes therein contained by signing the name of the corporaNOn
In witness whereof,I hereunto eel my hand and official seal, —
NoI P Ib In and for the State of nik.
LASER PRO.Roe U.&PA,a T.M.OI.,Vrr.3,29016J540MANX 7001 All rl Irr•rwS.IP-000 P0A0A 074 00 02,OVLI
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EXHIBIT 'B '
i t r
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
i P O BOX 250
SHIPPENSBURG,PA
17257
t —
FOR RECORDER'S USE ONLY
OPEN -END MORTGAGE AND SECURITY AGREEMENT
(This instrument Is an open-end mortggagga and secures future advances pursuant to 42 N. C.S.
§§8143 and 8144,Act No. 126 of T990)
Amount Secured Hereby: 5840,000.00
THIS MORTGAGE dated July 8, 2008, Is made and executed between Harl-Ram, Inc.,whose
address is 1188 Greenfield Drive,Mechanicsburg,PA 17055(referred to below as"Grantor")
and ORRSTOWN BANK, whose address Is 77 EAST KING STREET, P 0 BOX 250,
SHIPPENSBURG,PA 17257(referred to below as"Lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers,
releases,confirms and mortgages to Lender all of Grantor's right,title,and Interest in end 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,
hereditaments,and appurtenances thereunto belonging or anywlso made appurtenant hereafter,and the reversions and
remainders with respect thereto;all water,water rights,watorcoureas and ditch rights(Including stock In utilities with
ditch or Irrigation rights);and all other rights,royalties,and profits"I'"Ing to the real ppropertyt including without
Ilmltadon All minerals,all,gas,geothermal and similar matters,(the"Real Property")106at&G 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
Internet thereon,of either Grantor or Borrower to Lender,or any one or more of them,as well as all claims by Lender
agaigUlt 00F[OWUF 011d Gramor or any one or more at Inem,wnstner now existing or narsafta arising,w er raja
unrelated to the purpose of the Note,whether voluntary or otherwise,whether due or not due, direct or Indirect,
determined or undete(mined,absolute or contingent,liquidated or unllquideted,whether Borrower or Grantor may be
liable Individually or Jointly with others,whether obligated as guarantor,surety,accommodation perry or otherwiso,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 oil of Grantor's right,title,and Interest In and to all present and future lasses of the
Property and all Rents from the Property. In addition,Grantor grants to Lander a Uniform Commercial Code security
Interest In the Personal Properly and Rents.
THIS MORTGAGE,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND
PERSONAL PROPERTY,IS GIVEN TO SECURE JAI PAYMENT OF THE INDEBTEDNESS AND IS) PERFORMANCE OF
ANY AND ALL OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
GRANTOR'S WAIVERS. Grantor wolves all rights or defenses arising by reason of arty"one action`or'antltleflolency"
I law, or any other law which may prevent Lender from bringing any notion against Grantor, Including a Claim for
I deficiency to the extent Lander Is otherwise entitled to a claim for deficiency,before or after Lander's commencement
l of completion of any foreclosure action,either Judicially or by exercise of a power of sole,
l GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage Is executed at
Borrower's request and not at the request of Lender; lb)Grantor has the full power,right,and authority to enter Into
INN Mortgage and to hypothecate the Property; (o)the provisions of this Mortgage do not conflict with,or result In a
default under any agreement or other Instrument binding upon Grantor and do not result In a violation of any law,
regulation,court decree or order applicable to Grantor; Of Grantor has established adequate means of obtaining from
Borrower on a continuing basis Information about Borrower's financial condition; and (a) Lender has made no
representation to Grantor about Borrower llncluding without(Imitation the areditworthiness 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 shell strictly perform all
Borrower's and Grantor's obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's
possession and use of the Property shell be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain In possession and
control of the Property: (2) use,operate or manage the Property;and (3) collect the Rents from the Property.
(
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MORTGAGE
(Continued) Page 2
Duty to Maintain. Grantor shag maintain the Property in tenantable condition and promptly perform all repairs,
replacements,And mafntenence necessary to preserve Its value.
Compliance With Envfrommontal Laws. Grantor represents and warrants to Lender that: (i) During the period of
Grantor's ownership of the Property,there has boon 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
,."now lodged 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 arty Hazardous Substance
on,under,about or from the Property by any prior owners at occupants of the Property,or (o) arty actual of
threatened litigation of claims of any kind by any parson relating to such matters;and (31 Except as previously
disclosed to and acknowledged by Lender In writ", (e) 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 shag be conducted In compliance with
all applicable federal, state, and local laws, regulations and ordinances, Including without gmltatlon all
Environmental Laws, Grantor authorizes Larder and Its agents to enter upon the Property to make such
i Inspections and testa, at Grantor's expense,as Lender may doom appropriate to determine oompflonce of the
Property with INS section of the Mortgage. Any Inspections or tests made by Lender shell be for Lender's
purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or
to arty other person. The representations and warranties contained herein are based on Grantors duo diligence In
' Investigating the Property for Hazardous Substances. Grantor hereby (1) releases and wolves any future claims
against Lender for indemnity or contribution In the event Grantor becomes liable for cleanup or other coats under
any such laws;and (2) agrees to Indemnify,defend,and hold harmless Lander against any and all claims,losses,
)iabliltiea,damages,penalties,and 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 riot 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,shag survive the payment of the Indebtedness end the satisfaction
and reconveyance of the lien of this Mortgage and ahall 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 of permit any nuisance not commit,permit,or suffer any
stripping of or waste on or to the Property or any portion of the Property. Wldoul limiting the generality of the
foregoing,Grantor will not remove,or grant to any other party the right to remove,any thmber,minerals(Including
oil and goal,coal,clay,acoda,Boll,gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shell not demolish or remove any Improvements from the Real Property
without Lender's prior written consent. As a condition to the removal of any Improvements,Lander may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with improvements of at least
equal value,
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at an
reasonable times to attend to Lender's Interests end 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 lows,ordinances, and
regulations,now or hereafter In effect,of ell governmental authorities applicable to the use or occupancy of the
Property,Including without limitation,the Americans With Dlsablllties 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. Lander may require Grantor to post adequate security or a surety
bond,reasonably satisfactory to lender,to protect Lender's Interest.
Duty to Protect. Grantor agrees neither to abondon 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 are
nsenebly-necasaory-"rotectand-preservetho•Propor .
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 larder's prlot written consent,of all at any port of the Reel
Property,or any Interest In the Reel Property. A'safe or transfer'means the conveyance of Reel Property or any right,
title or Interest In the Real Property;whether legal,beneficial or equitable;whether voluntary of Involuntary;whether by
outright sale,deed,Installment sale contract,lend contract,contract for deed,leasehold Interest with a term greater
than three 13)years,losse-option contract,or by sole,assignment,or transfer of any beneficial Interest In or to any fend
trust holding title to the Reel Property,or by any other method of conveyance of on interest In the Reel Property. If any
Grantor Is o corporation,partnership or Urnhod liability company,transfer also Includes any change In ownership of more
than twenty-five percent(20%)of the voting stock,paruersbip Interests or limited Hablllty company Interests,as the
case may be,of such Grantor. Howovor,this option shall nat be oxarclaed 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 Ilene on the Property are part of this Mortgage:
1 Payment. Grantor shell pay when duo land 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 rite all claims tot wort done on or for services rendered or material furnished to the Property. Grantor shall
1 maintain the Property free of any hens having priority over or equal to the Interest of Larder under this Mortgage,
except for the Existing Indebtedness referred to In this Mortgage or those liens specifically agreed to in writing by
r 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 Ilan crises or
Is aged as a result of nonpayment,Grantor shell within fifteen(16)days after the gun arises or,If a Hen is filed,
within fifteen(IS)days after Grantor has notice of the filing,secure the discharge of the Doti,or If requested by
Lander,deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In on
amount sufficient to discharge the lien plus any coats and roesanabls attorneys'fees,or other charges that could
ccr
aue as a result of a foreclosure or sole under the Ilan. In any contest,Grantor shag defend Itself and Lender and
shall satisfy arty adverse Judgment before enforcement against the Property. Grantor shag name Lender as an
additional obligee under any surety bond furnished In the contest proceedings.
i Evidence of Payment. Grantor shell upon demand furnish to Lender satisfactory evidence of payment of the taxes
or assessment&and shell authorize the appropriate governmental official to deliver to Lender at any time a written
statement of the taxes and assessments against the Property,
1
MORTGAGE
(Continued) Page 3
Notice of construction. Grantor shell notify Lender at least fifteen(16)days before any work In commenced,any
services are furnished,or any materiels are supplied to the Prop",If any mechanic's Ilan,materlalmon's lien,or
other hen could be asserted on account of the work,services,or materiels. 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 relating to Insuring the Property ore a part of this
Mortgage:
Maintenance of Insuranoo. Grantor shall proeuro and maintain policies of lire Insurance with standard extended
coverage endorsements on o replacement bests tar the full Insurable value covering all Improvements on the Reel
Property In an amount sufficient to avoid application of any coinsurance Oauso,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 ouch liability Insurance
I policies. Additionally,Grantor shag maintain such other Insurance,including but not limited to hazard,bushes&
Interruption and boiler Insurance as Lender may require. Policies shall be written by such Insurance companies and
in such form as may be reasonably acceptable to lender. Grantor shall deliver to Lender certificates of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ton 110)days'prior written notice to lender and not containing any disclaimer of the Insurer's liability for failure to
n give such notice. Each Insurance policy also shot Include an endorsement providing that coverage In favor of
Lender will not be Impelled In any way by any eat,omission or default of Grantor or any other person. Should the
Real Property be located In an area designated by the Director of the Federal Emergency Management Agency as a
special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,If available,within 46
days after notice Is given by Lender that the Property Is located In a special flood hazard area,for the full unpaid
principal balance of the loan and any prior gene on the property securing the loan,up to the maximum policy IWO$
eat 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 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 tiny lien effecting the Property,or the restoration
and repair of the Property. If Larder elects to apply the proceeds to restorstlan and repair,Grantor shell repair or
replace the damaged or deetroyad Improvements in e manner satisfactory to Lander. Lander shall, upon
satisfactory proof of such expenditure,pay or reimburse Grantor from the proceeds for the reasonable cost of
repair or restoration If Grantor Is not In default under this Mortgage, Any proceeds which have not been disbursed
within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property
shag be used life%to pay any amount owing to Lander under this Mortgage,than to pay accruod Interest,and the
remainder,If any,shell be applied to the principal balance of the Indebtedness. If Lander holds any proceeds ester
payment In full of the Indebtedness,such proceeds shell be paid to Grantor so Grantor's Interests may appear.
Compliance with Existing Indebtedness. During the period In which any Exlating Indebtedness described below Is
M effect, compliance with the Insurance provisions contained In the Instrument evidoncktg such Existing
indebtedness shell constitute compliance with the Insurance provisions under this Mortgage, to the extant
compliance with the terns of this Mortgage would constitute a duplication of Insurance requirement. It any
proceeds from the Insurance become payable an loss,the provisions In this Mortgage for division of proceeds shall
apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness.
Grantor's Report on Insurance. Upon request of Lander,however not more than once a year,Grantor shall furnish
to Lander a report on each existing policy of Insurance showing: (I) the name of the Insurer; 12) the risks
insured; 13) the amount of the policy; (4) the property Insured,the then current replacement vakne of such
property,and the manner of determining that value;and (6) the expiration date of the policy. Grantor shag,upon
request of Lender,have an Independent appraiser satisfactory to Lander datermhe the cash value replacement cost
of the Property.
LENDER'S E%PENOWURES. If any action or proceeding Is commenced that would materially affect Lender's Interest In
the Property or If Grantor fells to comply with any provision of this 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 arry action that
Lender deems appropriate, Including but not Ilmited to discharging or paying all texas, Ilona, security Interests,
encumbrances and other claims, at any time levied or placed on the Property and paying all coats for Insuring,
maintaining and preserving the Property. All such expenditures Inured or paid by lender for such purposes will than
beer Interest at the rate charged under the Note from the dote Inovrrad or paid by Lander to the date of repayment by
Grantor. All such expenses will become a part of the Indebtedness and,at Lander's option,will (A) be payable on
demand; (a) 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 (21 the remaining term of
the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage
also will secure payment of those amounts. Such right shag be In addition to all other rights end remedies to which
Louder may be entitled upon Default. Grantor's obligation to Lender for all such expanses shall auMve 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:
Tide. Grantor warrants that: (ai Grantor holds good and marketable titre of record to the Property In fee simple,
free and clear of all(lens and encumbrances other then those eat forth In the Reel Property description or In the
Existing Indebtedness section below or in any title Insurance policy,tide report,or final title opinion Issued In favor
i of, and accepted by,Lender In connection with this Mortgage,end (b)Grantor has the fug 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 title or the Interest of Lander under this Mortgage,Grantor shot defend the action at
Grantor's expense. Grantor may be the nominal party In such proceeding, but Lender shell be entitled to
partlelpats 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
MORTGAGE
i (Continued) Page 4
Survival of Representations and Warranties. AD representations,warranties,and agreements made by Grantor In
this Mortgage shell survive the execution and delivery of this Mortgage,she"be continuing In nature,and shall
remain In full force and effect until such time at Borrower's Indebtedness shalt be paid In fun.
' EXISTING INDEBTEDNESS. The following provisions concerning ExlatIng Indebtedness are a pert of this Mortgage:
Existing Lien. The(ten of this Mortgage securing the Indebtedness may be secondary and Inferior to on existing
lien. Grantor expressly covenants and agrees to pay,or see to the payment of,the Existing Indebtedness and to
l prevent any default on such Indebtedness,any default under the Instruments evidencing such Indebtedness,or any
I default under any security documents for such Indebtedness.
No Modification. Grantor shag not enter Into any agreement with the holder of any mortgage or other security
III 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 wlttcut the prior written consent of Lender.
CONDEMNATION. The following provisions relating to condemnation proceedings are a pert of this Mortgage:•
Proceedings. If any proceeding In condemnation Is filed,Grantor shell promptly notify Lander In writing, and
1 Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal party M such proceeding,but Lander 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
Lander such Instruments and documentation as may be requested by Lender from time to time to permit such
1
pardclpstlon.
Application of Not Proceeds. If all or any part of the Property Is condemned by eminent domain proceedings or by
any proceeding or purchase In lieu of condemnation,Lender may at Its election require that an or any portion of the
1 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 of actual costs,expenses,end attorneys'fees
Incurred by Lander In connection with the condemnation.
IMPOSITION OF TAXES,FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating
to govemmentel taxes,fees and charges are a pert of this Mortgage:
Currant Taxes,Fees end Charges. Upon request by Lender,Grantor shell execute such documents In addition to
thle Mortgage end take whatever other action Is requested by Lander to perfect and continue Lender's Ilan on the
Reel Property. Grantor shag reimburse Lender for fig texas, as described below, togother with all expenses
incurred In recording, perfecting or continuing this Mortgage, Including without llmltetlon all taxes, fees,
documentary stamps,and other charges for recording or registering tills Mortgage.
Taxes. The following shall constitute taxes to which this section applies: 11) a specific tax upon this type of
Mo(tgogo or upon aft of any port of the Indebtedness secured by this Mortgage; 12) a specific tax on Borrower
which Borrower Is authorized or required to deduct from payments on the Indebtedness secured by this type of
Mortgage; 131 a tax on this type of Mortgage chargeable against the Lander or the holder of the Note,and (4) e
specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Borrower.
Subsequent Texas. If any tax to which this section applies Is enacted subsequent to the data of this Mortgage,
this event shell have the same effect as an Event of Default,and Lender may exorcise any or ail of Its available
remedies for on Event of Default as provided below unless Grantor either (1) pays the tax before It becomes
delinquent,or 121 contests the tax as provided above In the Taxes and Uens section and deposits with Lender
cash or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security
agreement are a pert of this Mortgage:
Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property
constitutes fixtures,and Lender shell have all of the rights of a secured party under the Uniform Commercial Code
no amended from time to time.
Security interest. Upon request by Lender,Grantor shall tae whatever action Is requested by Lander to perfect
and continue Lender's security Interest in the Rents and Personal Property. In addition to recording this Mortgage
In the real property records,Lender may,at any time and without further authorization 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 Lander and
make It available to Lander within three (3)days after receipt of written demand from Lender to the extent
permitted by applicable low.
Addresses. The moping addresses of Grantor (debtor) and Lender (secured parry) from which Information
iconcerning the security Interest granted by this Mortgage may be obtained leech as required by the Uniform
Commercial Code)are as stated on the first page of this Mortgage.
i FURTHER ASSURANCES;ADDITIONAL AUTHORIZATIONS. The fallowing provisions relating to further assurances and
additional authorizations are a part of this Mortgage:
I 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,rallied,at rerecorded,an the case may be,at such times and In such offices
and places as Lander may doom appropriate,any and all such mortgagee,deeds of trust,security deeds,security
agreements, financing statements,continuation statements, Instruments of further assurance,certificates, and
other documents as may,In the sole opinion of 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 Dens 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&heft reimburse Lender for all costs and expenses Incurred In connection with the matters referred to In this
! paragraph.
Additional Authorizations. If Grantor falls to do any of the things referred to In the preceding paragraph,Lender
may de 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,Poe,record and do all other things as may be necessary or
desirable, In Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. It is
understood that nothing set forth heroin shall require Lender to take any such actions.
FULL PERFORMANCE. if Borrower and Grantor pay all the Indebtedness when due,and Grantor otherwise performs an
the obligations Imposed upon Grantor under this Mortgage,lender shell execute and deliver to Grantor a suitable
i
MORTGAGE
i (Continued) Page 5
I
satisfaction of this Mortgage and suitable statements of termination of any flnencing statement on the evidencing
Lender's security Interest In the Rents and the Personal Property. Grantor wfil pay,If permitted by applicable low,any
reasonable termination tae an determined by Lender from time to time.
EVENTS OF DEFAULT. Each of the following,at Lender's option, shall constitute an Evont 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 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 Documents Is false or misleading In any
malarial respect, either now or at the time made or furnished or becomes false or misleading at any time
thereafter,
Defective Collateralization. This Mortgage or any of the Related Documents access to be In full force and effect
(Including failure of any collateral document to create a valid and perfected security Interest or Item)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 ored[tor 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 to 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 Inclebtedttess. The payment of any Installment of principal or any Interest on the Existing Indebtedness la
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.
Breech of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between
Borrower or Grantor and Lander that Is not remedied within any grace period provided therein,Including without
limitation arty agreement concerning any Indebtedness or other obligation of Borrower or Grantor to Lander,
whether existing now or[star.
Events Affecting Guarantor. -Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness w 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 Lander believes the
prospect of payment or performance of the Indebtedness Is Impaired.
Insecurity. Lander In good faith believes Itself Insecure.
Right to Cure. 11 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 116)days;or (21 If the cure requires more than fifteen(16)days,Immediately Initiates steps which Lender
deems In Lender's sole discretion to be sufficient to cure the default end thereafter continues and completes an
reasonable end necessary steps sufficient to produce compliance as soon as reasonably practical.
I RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter,Lender,
i at Lender's option,may exercise any one or more of the following rights and remedies,In addition to any other rights or
romediesprovkfed by law:
Accelerate Indebtedness. Lender shell have the right at Its option, after giving such notices as required by
applicable low,to declare the entire Indebtedness Immediately due and payable.
UCC Remedies. With respect to all or any pert of the Personal Property, Lender shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
Collect Rents. Lander 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 rat proceeds,over and
above Lender's costs, againet the Indebtedness. In furtherance of this right,Lander may require any tenant or
other user of the Property to make payments of Font or use fees directly to Leader. If the Rents ere collected by
Larder,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 shell 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.
i 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 prosorvo the Property,to operate the Property praaading 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 Londor 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.
C
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MORTGAGE
{Continued) Page 6
Possession of the Property. For the purpose of procuring possession of the Property,Grantor hereby authorizes
and empowers any attorney of any court of record In the Commonwealth of Pennsylvania or elsewhere,an attorney
for Lander and all parsons 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
egelnat Grantor, and against 911 persona claiming under or through Grantor, for the recovery by Lender of
i pos seat hon of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage
vmlfled by affidavit,shag be a sufficient warrant'and thereupon a writ of possession may be Issued forthwith,
without any prior writ or proceeding whatsoever.
Nonjudielel Sale. If permitted by applicable law,Lender may foreclose Grantor's Interest In all or In any part of the
Personal Property or the Rest Property by non Judicial sale.
Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining In the Indebtedness due to
Lander after application of all amounts received from the exercise of the rights provided In this section.
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Tenancy at Sufferance. If Grantor remains M possession of the Property after the Property Is said 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 shag,at Lender's
option,either (1) pay a reasonable rental for the use of the Property,or (2) vacate the Property hnmadiately
upon the demand of Lander,
iOther Remedios. Lander shall have all other rights and remedies provided in this Mortgage or the Note or available
of law or In equity.
Safe 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 cola or by separate sales. Lender shell be entitled to bid at any
public solo an all or any portion of the Property.
Notice of Sale. Lender shag give Grantor reasonable notice of the time and place of any public sale of the Personal
Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be
made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least tan 110)
days before the time of the sofa or disposition. Any sale of the Personal Property may be made In coajunollon with
any sale of the Reel Property.
Election of Remedies. Election by lender to pursue any remedy slag 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 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 end/or against any other co-maker,guarantor,surety or endorser and/or to
proceed against any other collateral directly or Indirectly securing the Indebtedness.
Attorneys'Foes;Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Mortgage,
Lander 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 we 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 shag bear
Interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include,
without limitation,however subject to any Omits under applicable few,Lender's reasonable attorneys'fees and
Londeea legal expenses,whether or not them Is a lawsuit,Including reasonable attorneys'fees and expenses for
bankruptcy proceedings(Including efforts to modify or vacate any automatic stay or Injunction),oppoeis,and any
anticipated post-judgment collection services, the coat of searching records,obtaining title reports lincluding
foreclosure reports), surveyors' reports, and appraisal fate and title insurance, to the extent permitted by
applicable low. Grantor also will pay any court costa,In addition to all other sums provided by low.
OJ10ES—Unle ss-0 thooMse_ptovlded4*-eppgcebl94ew,-any-settee-tepolred-tee-be�lven-Wade r-thleavte rfgege-ahelF-b
given In wilting, and shall be effective when actually delivered, when actually received by telefaoelmlle Juries;
otherwise required by law),when deposited with a nationally recognized overnight courier,or,If mulled,when deposited
In the United States melt,as first class,certified or registered mail postage prepaid,dlrocted to the addresses shown
near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any Ilan which has priority
over this Mortgage end notices pursuant to 42 Pa.C.S.A.Section 8143,et.seq.,shell be sent to Lender's address,as
shown neat 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 low.If there Is more then 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 Rotated
Documents. Without limiting the foregoing,this Mortgage*stuns as advances made by Lender or Banks of any kind at
nature described in 42 Pe.C.S.A.§8144. ill) 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 shall be Ineffective as to any future advances made: It to enable completion
i of the Improvements on the Real Property for which the loan secured hereby was originally made;(2) to pay texas,
1 assessments,maintenance charges and Insurance premiums;(3) for costs Incurred for the protection of the Property or
' the Ilan of this Mortgage;(4) on account of expenses Incurred by Lender by reason of a default of Borrower or Grantor
hereunder or under the Related Documents or under the Note;and(5) on account of any other costa Incurred by Lander
i to protect and preserve the Property or the lion of this Mortgage. It Is the Intention of the parties hereto that my such
j advance mado by Lender after any such notice by Grantor shell be secured by the Ilan of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage;
Amendments. This Mortgage, together with any Related Documents,constitutes the entire understanding and
agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this
Mortgage shag be effective unless given In writing and signed by the party or parties sought to be charged or
bound by the alteration or amendment.
Annual Reports. If the Prop"party le used for purposes other than Grantor's residence, Granter shaft luminh 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 detall as Lender shall require. 'Net 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 donne the provisions of thin Mortgage.
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MORTGAGE
(Continued) Page 7
Joint end Several Liability, All obligations of Borrower and Grantor under this Mortgage shell be Joint and several,
and ell reference.to Grantor shall mean each end every Grantor,and all references to Borrower shall mean each
and every Borrower. This means that each Grantor signing below I$responsible for all obligations in this Mortgage.
Where any one or more of the parties Is a corporation,partnership,[Rallied liability company or similar entity,It Is
not necessary for Lender to Inquire Into the powers of any of the officers,directors,partners,members,or other
agents doting or purporting to act on the entity's behalf,and any obligations made or created In reliance upon the
professed exercise of such powers shall be guaranteed under this Mortgage.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such
waiver Is glvqn In writing and signed by Lender. No delay or omission on the part of Lender In exercising any right
shell operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shag
not prejudice or constitute a waiver of Lender's right otherwise to demand atrut compliance with that provision or
any other provision of this Mortgage. No prior waiver by Lender,not any course of dealing between Lender and
{ Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender la required under this Mortgage,the granting of such consent by
Lender In any Instance shall not constitute continuing consent to subsequent Instance$where ouch consent Is
required and In all cases such consent may be granted or withheld In the sole discretion of Lender,
Severablity. It a court of competent jurisdiction finds any provision of this Mortgage to be Illegal,invalid,or
I 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 shell be considered modified so
that it becomes legal, valid and enforceable. If the offending provision cannot be so modified. It shell be
I considered deleted from this Mortgage. Unless otherwise required by low, the Illegality, invalidity, or
unenforceabigty of any provision of this Mortgage shag 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 Greeted by this Mortgage with any other Interest or
f 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 halm,personal
representatives,successors,and assigns,and shag be enforceable by Lender and Its SUCCee9013 and assigns,
Time Is of the Essence. Time is of the essence In the performance of We Mortgage.
DEFINITIONS. The following capitalized words and terms shag 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 end terms used In the singular shell Include the plural,and the plural
shell include the singular,as the context may require. Words and terms not otherwise defined In this Mortgage shall
have the meanings attributed to such terms In the Uniform Commercial Code:
Borrower. The word'Borrower"means Gurugovind,LLC and Includes all co-signers and co-makers signing the
Note and all their successors and assigns.
Default. The word'Default"moans the Default set forth In this Mortgage In the section titled"Default".
Environmental Laws, The words 'Environmental Laws" mean any end all state, federal 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,ea emended,42
U.S.C,Section 9801,at seq.I"CERCLA"I,the Superfund Amendments and Reauthorization Act of 1986,Pub.L.
No.99.499("SARA"),the Hazardous 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 auction of this Mortgage.
Ellaung indebtedness. a words Existing indebtedness"mean the indebtedness described In the Existing Lions
provision of We 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 Nate.
Hazardous Substances. The words "Hazardous Substances" mean materiels that, because of their quantity,
concentration or physical,chemical or Infectious characteristics,may cause or pose a present or potential hazard
to human health or the environment when Improperly used,treated,stored,disposed of,generated,manufactured,
transported or otherwise handled. The words"Hazardous Substances'are used In Heir very broadest sense and
Include without[Imitation any and ad hazardous or toxic substances,materials or waste as defined by or listed
under the Environmental Laws. The term'Hazardous Substances'also Includes,without limitation,petroleum and
petroleum by-products or any fraction thereof and sabostoo.
Improvements. The word "Improvements" means all existing and future Improvements, bulldings, structures,
mobile homes affixed on the Real Property,facilities,additions,replacements and other construction on the Reel
Property.
Indebtedness. The word"Indebtedness"means all principal,Interest,and other amounts,costs and expenses
payable under the Note or Related Documents,together with all renewals of,extensions of,modifications of,
con of cations of end 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
thin Mortgage, together with Interest on such amounts as provided In this Mortgage. The Ilona and security
Interests created pursuant to this Mortgage covering the Indebtedness which may be created In the future shag
relate back to the date of this Mortgage. Specifically,without limitation,Indebtedness includes all amounts that
may be Indirectly secured by the Cross•Collateralizatlon provision of this Mortgage.
Lender. The word"Lender'means ORRSTOWN BANK,Its successors and assigns.
Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender.
Note. The word"Note'means the promissory note dated July 8,2008,In the original principal amount of
$640,000,00 from Borrower to Lender, together with ad renewals of, extensions of, modifications of,
refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of
the Note Is July 8,2019.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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MORTGAGE
(Continued) Page 8
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Personal Property. The words'Personal Property"mean all equipment,fixtures,and other articles of personal
property now or hereafter owned by Grantor,and now or hereafter attached or affixed to the Real Property;
together with all accessions,ports,and addidons to,all replacements of,and all substitutions for,any of such
property; and together with all proceeds (Including without limitation all Insurance proceeds and rotunda of
premiums)from any sale or other disposition of the Property.
Property. The word"Property"means collectively the Real Property and the Personal Property.
I Real Property, The words"Real Property"mean the real property,Interests and rights,as further described In this
Mortgage.
Related Document. The words "Related Documents" mean all promissory notes, credit agreements, loan
i 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.
iRent. The word"Rents"means all present and future rent,ravonuos,Income,Issues,royalties,profits,and
i 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
i
AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANTOR:
HARI"RAM,INC.
By:
M3
3eeq
Kan it "R.Patol,7loinklent of ar-Re ^in,
BY E ..,�; � .. .g.�1 ,�' rk .,Seal)
k K. d,Vica Frellidgrit 67 Herl-Rant,Inc.
ATTEST:
(_�Yar ry o -, Se suety (Corporate Seal I
CERTIFICATE OF RESIDENCE
1 hereby certify,that the precise address of the mortgage@,ORRSTOWN BANK,herein Is as follows:
SEVEN GABLES OFFICE,77 EAST KING STREET,P D BOX 250,SHIPPENSBURG,PA 77257 -
Attorney or Agent for Mortgagee
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
I ISS
fi COUNTY OF •Y Au 014 f A/ I
1 On this the B+It day of �'���' ,20 O ,before me
IIII /»r 4A ,the undersigned Notary Public,personally appeared•Ken)ibhel R.Patel,President
of Har1•Ram,Inc.end Laxmikant K.Patel,Vice President of Hari-Rom,Inc.,who acknowledged themselves to be the
President of Hart-Ram,Inc.and Vice President of Hari-Rom.Ina.,of a corporation,and that they as such President of
i Hari-Rom,Ina.end Vice President of Hart-Rem.Inc.,being authorized to do so,executed the foregoing Instrument(or
the purposes therein contained by signing the name of the corporation by themselves as President of Hari-Ram,Inc,and
Vice President of Had-Ram,Ina.. e ,
I In witness whereof,I hereunto sat my hand and o Ywfal soot. r
COMMONWEALTH OF PENNSYLVANIA /Z�~�".��<:
' NOTARIAL SEAL Notary Public In and for the Stele of h�
S. 5
MICHELLE ELLIOTT NOTARY PUBLIC •,'.'
DERRY TOWNSHIP DAUPHIN COUNTY
MYCO MISSIONEtPIRESJUNEd 2011
LASER PRO Lending,Ver.5,40.00.003 Copr.Harland Financial Solutions,Inc.1997,2008. All Rights Reserved. -
PA c:%CFIILPL1GO3.FC TR•20107 PRA
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EXIIIBIT"A"—LEGAL DESCRIPTION
OPEN-MORTGAGF,AND SECURITY AGREEMENT FROM HARI-RAM,INC.,
TO ORRSTOWN BANK DATED JULY 8,2008
ALL THAT CERTAIN tract of land situate in Silver Spring Township, Cumberland County,
Pennsylvania,bounded and described as follows,to wit,
BEGINNING at an iron pin on the western dedicated right of way line of Bent Creek Boulevard at the
dividing line between Lots 3A and 3B as shown on the hereinafter mentioned Subdivision Plan;thence
along said dividing line South 76 degrees 10 minutes 52 seconds West 448.35 feet to an iron pin;thence
along the eastern right of way line of PA Route 114(Willow Mill Rod)North 19 degrees 17 minutes 30
seconds West 164.56 feet to a concrete monument; thence along the Conodoguinet Creek North 23
degrees 45 minutes 42 seconds East 154.76 feet to an iron pin;.thence along the dividing line between
Lots 3B and 4 on said plan North 88 degrees 04 minutes 49 seconds East 176.82 feet to an iron pin;
thence along same North 76 degrees 10 minutes 52 seconds East 196.64 feet to a point at the western
dedicated right of way line of Bent Creek Boulevard;thence along said dedicated right of way of Bent
Creek Boulevard South 13.degrees 49 minutes 08 seconds East 250 feet to an iron pin,the place of
BEGINNING.
CONTAINING 2.652 acres.
BEING further described as Lot 3B on the Final Subdivision Plan for Lots,2,3,and 4 for Bent Creek,
prepared by Gregory L.Condon,P.L.S.,dated December 20,1999 and with final revised date of February
3,2000 and recorded in Cumberland County Plan Book 80,Page 99.
}
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1 ROBERT P.ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY -
1 COURTHOUSE SQUARE
CARLISLE,PA 17013 e �
717-240-6370
ILI
Instrument Number-200823387
Recorded On 7/9/2008 At 3:25:39 PM "Total Pages-10
*1 ustrument Type-MORTGAGE
I Invoice Number-24785 User Ill-RAK
*Mortgagor-HARI-RAM INC
*Mortgagee-ORRSTO WN BANK
*Customer-JAMES ET AL
*FEES
STATE WRIT TAR $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
cF cti
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ww- RE CORDER O D EDS
•-Information denoted by an asterisk may change,during
the verification process and may act be reflected on this page.
Iillllllllll�llllllllllli!
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Parcel Identification
Number:
RECORDATION
REQUESTED BY:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 EAST KING STREET
P0 BOX 260
SHIPPENSBURG,PA
17267
WHEN RECORDED MAIL
TO:
ORRSTOWN BANK
SEVEN GABLES OFFICE
77 FAST KING STREET
P 0 BOX 260
SHIPPENSBURG,PA
17267
I
f
FOR RECORDER'S USE ONLY
I
OPEN-END MORTGAGE AND SECURITY AGREEMENT
ITh/s Instrument Is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S.
§§8143 and 8144,Act No. 126 of 19901
Amount Secured Hereby: 86,110,000.00
THIS MORTGAGE dated July 8, 2008,Is made and executed between Harl•Ram, Inc.,whose
address Is 1188 Greenfield Drive,Mechanicsburg,PA 17055(referred to below as"Grantor')
and ORRSTOWN BANK, whose address is 77 EAST KING STREET, P 0 BOX 250,
SHIPPENSBURG,PA 17257(referred to below as"Lender').
GRANT OF MORTGAGE. For valuable consideration. Grantor grants, bargains, sells, conveys, assigns, transfers,
releases,confirms and mortgagee to Lender all of Grantor's right,title,and Interest In and to the following described
real properly,together with all existing or subsequently erected or efflxed buildings,Improvements and fixtures;all
streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements,
heradltsmonts,and appurtenances thereunto belonging or anywlse 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 relatngto the reel yropetty 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 360 Bent Creek Boulevard,
Mechanicsburg,PA 17060.
CROSS•COLLATERALIZATION. In addition to the Note,this Mortgage secures all obligations,debts and liabilities,plus
Interest theroon,of either Grantor or Borrower to Lender,or any one or more of them,as well as all claims Lender
against rower and Grantor or any one or more of them,whether now existing o! eras ter e 9 ng,w ter relate 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 unilquldeted,whether Borrower at Grantor may be
liable Individually or jointly with others,whether obligated as guarantor,surely,accommodation parry 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 amounte 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
I Interest in the Personal Property and Rents.
1 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 19 GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
jGRANTOR'S WAIVERS, Grantor waives all rights or defenses arising by reason of any action'or'enti-deficiency"
law, 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 deficiency,before or after Lender's commencement
j 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
Be war's request and not at the request of Lender; (b)Grantor has the full power,right,and authority to enter Into
i 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; Id)Grantor has established adequate means of obtaining from
i' Borrower on a continuing basis Information about Borrower's financial condition: and (e) Lender has made no
representation to Grantor about Borrower(Including without Imitation the creditworthiness of Borrower).
PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage,Borrower and Grantor shall pay to
Lander all Indebtedness secured by this Mortgage as it becomes due,and Borrower and Grantor shell stric*perform all
Borrower's and Grantor's obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's
possession and use of the Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain In possession and
I control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property.
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MORTGAGE
(Continued) Page 2
Duty to Maintain. Grantor shell maintain the Property In tenantable condition and promptly perform all repairs,
replacements,and maintenence 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;
12) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and
acknowledged by Lender In writing, to) any breach or violation of any Environmental Laws, 1b) any use,
generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance
on,under,about or from the Properly by any prior owners or occupants of the Property,or (cl any actual or
threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously
disclosed to and acknowledged by Lender In writing, (e) neither Grantor nor any tenant,contractor,agent or other
authorized user of the Property shall use,generate,manufacture,store,treaL 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
i all applicable federal, state, and local laws, regulations and ordinances, Including without limitation all
i Environmental Laws. Grantor euthortres Lender and Its agents to enter upon the Property to make such
Inspections and tests,at Grantor's expense,as Lender may deem appropriate to determine compliance of the
' Property with this section of the Mortgage, Any Inspections or tests made by Lender shot be for Lander's
purposes only and shag not be construed to create any responsibtlity or liability on the pert of Lender to Grantor or
to any other person, The representations and warranties contained herein are based on Grantor's due diligence In
Investigating the Property for Hazardous Substances. Grantor hereby (1I releases and waives any future claims
against Lender for Indemnity or contribution In the avant Grantor becomes liable for cleanup or other costa under
any such laws;and (2) agrees to Indemnity,defend,and hold harmless Lender against any and all claim*,losses,
liabilities,damages,penalties,and expenaee which Lender may directly or Indirectly sustain or suffer resulting from
e breach of this section of the Mortgage or as a consequence of any use,generation,manufacture, storage,
disposal,release or threatened release occurring prior to Granter'*ownership or Interest In the Property,whether
or not the seem was or should have been known to Grantor. The provisions of this section of the Mortgage,
Including the obRgedon to Indemnify and defend,Shag survive the payment of the Indebtedness and the satisfaction
and recorway*nce of the lien of this Mortgage end shag not be affected by Lender's acquisition of any Interest In
the Property,whether by foreclosure or otherwise.
Nuisance,Waste. Grantor shell not cause,conduct or permit any nuisance not Commit,permit,of suffer any
stripping of or waste on or to the Property or any portion of the Property. Without RmllbV the generality of the
foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals Oncluding
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 Red Property
without Lender's prior written consent. As a condition to the removal of any Improvements,Lander may require
Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least
equal value.
Lender's Right to Enter. Lender and Lender's agents end representatives may enter upon the Real Property at all
reasonable times to attend to Lender's Interests and to inspect the Reel Property for purposes of Grantor's
compliance with the terms end conditions of this Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all laws,ordinances, and
regulations,now or hereafter In effect.of all governmental authorities applicable to the use or occupancy of the
Property,Including without limitation,the Americans With Disabilities Act. Grantor may contest In good faith any
such law,ordinance,or regulation and withhold compliance during any proceeding,Including appropriate appeals,
sa long as Grantor has notified Lender In writing prior to doing so and to long es,In Lender's sole opinion,Lender's
Interests In the Property are not Jeopardized. Lender may require Grantor to post adequate security or a surety
bond,reasonably satisfactory to Lender,to protect Lender's Interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Proporty. Grantor shall do ell other
acts In addition to those acts set forth above In into see which
ragsona neaeseery to Protect Ono 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 tho ado or transfer,without Lender's prior written consent,of all or any part of the Real
Property,or any Interest In the Reel Property. A bale 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,lend contract,contract for deed,loasehold Interest with a term greater
i then three(3)years,loose-option contract.or by sale,asslgnmont,or transfer of any beneficial Interest In or to any land
trust holding title to the Real Property,or by arty other method of conveyance of an Interest In the Real Property. If any
Grantor Is a corporodon,partnenhlp or thrilled Ilabelly company,transfer also Includes any change In ownership of more
i
than twenty-five percent(25%)of the voting stock,partnership interests or limited liability company Interests,as the
case may be,of such Grantor. However,this option shell not be exercised by Lender If such exercise Is prohibited by
federal low or by Pennsylvania 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 due land In all events prior to delinquency)all taxes,payroll taxes,special taxes,
assessments,water charges and sewer service charges levied against of on account of the Property,and shell pay
when duo all claims for work done on or for services rondared or material fumished to the Property. Grantor shall
maintains the Property free of*try Ilene 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 Ilens specifically agreed to In writing by
Lender,and excopt for the lien of foxes 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 Dan arises or
Is filed as a result of nonpayment.Grantor shag within fifteen 1161 days after the Ran arisos or,If a Ilan Is(fled,
within fifteen(15)days after Grantor has notice of the filing,secure the discharge of the Iron,or If requested by
Lender,deposit with Lendor cash or o sufficient corporate surety bond or other security satisfactory to Lender In an
amount sufficient to discharge the Hen plus any costs and reasonable attofnsys'fees,or oNer chages shot could
accrue oe a result of a foreclosure or sale under the lien. In any contest,Grantor shall defend itself and Lender and
shell satisfy any adverse judgment before enforcement against the Property. Grantor shell name Lender as an
additional obligee under any surely bond furnished In the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lander satisfactory evidence of payment of the taxes
or assessments and shall authorize the appropriate governmental olliclal to deliver to Lender at any time a written
statement of the texas and assessments against the Property.
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MORTGAGE
(Continued) Page 3
Notice of Construction. Grantor shall notify Lander at least fifteen(16)days before any work Is commenced,any
services are furnished,or any materials are supplied to the Property,If any mechanic's lien,materialmen's lien,or
athor lien could be asserted on account of the work,services,or materials. Grantor will upon request of Lander
furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such
Improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this
i Mortgage:
Maintenance of Insurance. Grantor shell procure and maintain pandas of fire Insurance with standard extended
coverage endorsements on a replacement boats for the lull Insurable value covering all Improvements on the Real
Property In an amount sufficient to avoid application of any coinsurance clause,end with o standard mortgagee
clause In favor of Lender. Grantor shall also procure and malptaln comprehensive general liability Insurance In such
coverage amounts as Lander may request with Lander being named as additional Insured$In such liebli ty Insurance
policies. Additionally,Grantor shell maintain such other Insurance,Including but not limited to hazard,business
Interruption and boner Insurance as Lender may require. Policies shell be written by such Insurance companies and
In such form as may be reasonably acceptable to Lander. Grantor shell deliver to Lander cortincatas of coverage
from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of
ten 1101 days'prior written notice to Lander and not containing any disclaimer of the Insurer's liability for failure to
give such notice. Each Insurance policy also shall Include an endorsement providing that coverage In favor of
Lender will not be impaired In arty way by any act,umlaslon or default of Grantor or any other person. Should the
I Reel 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,II available,within 46
1 days after notice Is given by Lander that the Property Is located M e special flood hazard ores,for the fug unpaid
Irinelpal balance of the ben and any prior liens on the property securing the loon,up to the maximum policy limits
at under the National Flood Insurance Program, or 08 otherwise required by Lander, and to maintain such
Insurance for the term of the ben.
Application of Proceeds. Grantor shell promptly notify Lender of any loss or damage to the Property. Lender may
r make proof of lose It Grantor fella to do so within fifteen(16)days of the casualty. Whether or not Lender's
security Is Impaired,Lender may,at Lander's election,receive end retain the proceeds of arty Insurance and apply
the proceeds to the reduction of the Indebtedness,payment of arty Ilan affecting the Property,or the restoration
and repair of the Property. If Lander 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 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 180 days after their receipt and which Lender has not committed to the repair or restoration of the Pmparty
shall be used first to pay any amount owing to Lender under this Mortgage,than to pay accrued Interest,and the
remainder,if any,shall be applied to the principal balance of the Indebtedness. If Lander holds any proceeds after
payment In full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's Interests may appear.
Compliance with Existing Indebtedness. During the period In which any Existing Indebtedness described below Is
In effect, compliance with the Inaurenoa 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.
Orardor's Report an Insurana. Upon request of Lander,however not more than once a year,Grantor shag tumich
to Lender a report on each existing policy of Insurance showing: (1) the name of the Insurer, Ill 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 data of the policy. Grantor shall,upon
request a(Larder,have an Independent appraiser satisfactory to Lander determine the cash value replacement cost
of the Property.
LENDER'S EXPENDITURES. If any action or proceeding Is commenced that would materially affect Lender's Interest M
the Property or If Grantor falls to comply with any provision at this Mortgage or any Related Documents,Inahxling but
not limited to Grantor's failure to comply with arty obligation to maintain Fxisdng Indebtedness In good standing as
required below, or to discharge or pay when due any amounts Grantor Is required to discharge or pay under this
Mortgage or any Related Documents,Lander on Grantor's behalf may(but shell not be obligated to)take any action that
Lander dooms appropriate. Including but not firnited to discharging or paying all taxes, Ilene, security Interests,
encumbrances and other claims, at any time levied or placed on the Property and paying all costs (or Insuring,
maintaining and preserving the Property. AN such expenditures Incurred of paid by Lender for such purposes wall then
bear Interest at the rate charged under the Note from the data 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,win (A) be payable on
i 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 12) the remaining term of
the Note;or 10 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
Lander may be entitled upon Default. Grantor's obligation to Lander for all such expenses shall survive the entry of any
mortgage foreclosure judgment.
i WARRANTY:DEFENSE OF TITLE. The following provisions relating to ownership of the Property am a part of this
i Mortgage:
Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property M fee simple,
free and clear of ail Rona and encumbrances other than those set forth In the Real Property description of 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,Lander In connection with this Mortgage,and (b)Grantor has the fun right,power,and
authority to execute and deliver this Mortgage to Lander.
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 at the interest of Lender under this Mortgage,Grantor then defend the action at
Grantor's expense, Grantor may be the nominal parry 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 dme to time
to permit such participation.
Compliance With Lem. Grantor warrants that the Property and Grantor's use of the Property compiles with oil
existing applicable laws,ordinances,and regulations of govemmental authorities.
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MORTGAGE
(Continued) Page 4
Survival of Representations and Warranties. AD representations,warranties,and agreements mode by Grantor in
this Mortgage shall survive the execution and delivery of this Mortgage,shall be continuing In nature,and shell
remain in full force and effect until such time as Borrower's Indebtedness shall be paid In full.
EXISTING INDEBTEDNESS. The following provlalons concerning Existing Indebtedness are a part of this Mortgage:
Existing Lion. The Ilan of title Mortgage securing the Indebtedness may be secondary and Inferior to an existing
lion. Grantor expressly covenants and agrees to pay,or see to the payment of,the Existing Indebtedness and to
prevent any default on such Indebtedness,any default under the Instruments evidencing such Indebtedness,or any
default under any security documents for such Indebtedness.
No 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 the prior written consent of Lender.
CONDEMNATION. The following provisions relating to condemnation proceedings are a part of two Mortgage:
Proceedings. If any proceeding In condemnation Is filed,Grantor shall promptly notlty Lerxlor In writing, and
Grantor she$promptly take such steps as may be necessary to defend the action and obtain the award. Grantor
may be the nominal party In such proceeding,but Lander shall be entitled to participate In the proceeding and to be
represented In the proceeding by counsel of Its own choice,and Grantor will delver or cause to be delivered to
Lender such Instruments and documentation as may be requested by Lender from time to time to permit such
participation.
Application of Not Proceeds. If a$or any part of the Property Is condemned by eminent domain proceedings or by
i any proceeding or purchase In nou of condemnation,Lender may at its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net
proceeds of the award shall mean the award after payment of all actual coats,expenses,and attorneys'toes
Incurred by Lender In connection with the condemnation.
IMPOSITION OF TAXES.FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions raiodng
to governmental taxes,fees and charges am a pert of this Mortgage:
Currant Taxes,Foos and Charges. Upon request by Lender,Grantor shop execute such documents In addition to
this Mortgage and take whatever other action is requested by Lander to perfect and continue Lender's lien an the
Reel Property. Grantor shell reimburse Lender for all taxes, as described below, together with all expenses
incurred In recording, perfecting of continuing this Mortgage, Including without Iimltetton all taxes, fees,
documents"stamps,end other charges for recording or registering this Mortgage.
Texas. The following shag constitute taxes to which this section applies: 11) a specific tax upon two type of
Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; 121 a specific tax on Borrower
which Borrower Is authorised or required to deduct from payments on the Indebtedness secured by two type of
Mortgego; (3) a tax on this type at Mortgage chargeable against the Lender or the holder of the Note;and (4) e
specific tax on an or any portion of the Indebtedness or on payments of principal and Interest made by Borrower.
Subasquant Taxes. If any tax to which this section applies Is enacted subsequent to the date of thin Mortgage,
this avant shall have the soma effect as an Event of Default,and Lender may exercise any or an 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 depoelts with Lander
cash at e sufficient corporate surety bond or other security satisfactory to Lander.
SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions foisting to this Mortgage as a security
agreement are a pert of IN&Mortgage:
Security Agreement. This Instrument shell constitute a Security Agreement to the extent any of the Property
constitutes fixtures,and Lander shall have all of the rights of a secured party under the Uniform Commercial Code
as amended from time to time,
Security Interest. Upon request by Lander,Grantor shall take whatever action Is requested by Lender to perfect
and continue Lander's security Interest In the Rents and Personal Property. In addition to recording this Mortgage
In the real property records,Lender may,at any time and without further authorization from Grantor,($a executed
counterparts,copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lander
for as expenses Incurred In parfacting or continuing this security Interest. Upon default,Grantor shell 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 and Lander and
make It available to Lender within three (3)days after receipt of written demand from Lender to the extent
permitted by applicable taw.
Addressee. The maillrg addressee of Orentor (debtor) and Lender (secured party) from which Information
concerning the security Interest granted by this Mortgage may be obtained leach as required by the Uniform
Commercial Code)are as stated on the first page of this Mortgage,
FURTHER ASSURANCES:ADDITIONAL AUTHORQAT10NS. The following provisions relating to further assurances and
additional authorizations are a pert of this Mortgage:
( Further Assuronoss. At any time,and from time to time,upon request of Lander,Grantor will make,execute and
I deliver,or will cause to be mode,executed or delivered,to Lender or to Lender's designee,end when requested by
Lander,cause to be Died,recorded,rallied,or rerecorded,as the case may be,at such times and In such officos
j 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 solo opinion of Lander,be necessary or desirable In order to effectuate,complete,
perfect,continuo,or preserve 11) 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 Lender agrees to the contrary In writing,
Grantor shall reimburse Lender for all Costs and expenses Incurred M connection with the matters referred to In this
paragraph.
Additional Authorizations. If Grantor fella to do any of the things referred to In the preceding paragraph,Lander
may do so (of and In the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby
Irrevocably authorizes Lender to make,execute,deliver,file,record and do all other things as may be necessary or
desirable, In Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. It is
understood that nothing set forth heroin shall require Lender to take any such actions.
FULL PERFORMANCE. If Borrower and Grantor pay all the Indebtedness when due,and Grantor otherwise performs an
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the obligations Imposed upon Grantor undur this Mortgage, Lender shall execute and deliver to Grantor a suitable
MORTGAGE
(Continued) Pager B
satlstaction of this Mortgage and svitebte statements of termination of any financing statement on file evidencing
Lender's security Ingest In the Rents and the Personal Property, Grantor will pay,If permitted by applicable low,any
reasonable termination fee as determined by Lender from time to time.
EVENTS OF DEFAULT. Each of the following,of Lender's option, shall constitute an Event of Default under this
Mortgage:
Payment Default Borrower fogs 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 Ban.
Other Defaults. Borrower or Grantor fella 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,
obggatlon,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 Lander by Borrower or Grantor
or on Sorrowoes or Grantor's behalf under this Mortgage or the Rotated Documents Is false or misleading In any
materiel respect, either now or at the time made or furnished or becomes false or misleading at any time
thereafter.
Defective Collaterolization. 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 Beni at any time and
for any reason.
Insolvency. The dissolution or termination of Borrower's or Grantor's existence so a going business, the
Insolvency of Borrower or Grantor,the appointment of a receiver for any pert of Borrower's or Grantor's property,
any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding
under any bankruptcy or InsoNancy,laws by or against Borrower or Grantor.
Creditor at 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 shell
not apply If there Is a good faith dispute by Borrower or Grantor as to the validity or reasonableness at the claim
which Is the basis of the creditor or forfeiture proceeding and It Borrower or Grantor gives Lander written notes of
the creditor or forfeiture proceeding and deposits with Lender monks or a surety bond for the creditor or forfeiture
proceeding,In an amount determined by Lander,In Its sole discretion,as being an adequate reserve or bond for the
dispute.
Existing Indebtedness. The payment of any Installment of principal or any Interest on the Existing Indebtedness Is
not made within the time required by the promissory rote evidencing ouch Indebtedness,or e 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 ten 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 arty grace period provided therein,Including without
limitation any agreement concerning arty Indebtedness or other obllgeton of Borrower or Grantor to Lander,
whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes Incompetent,or revokes or disputes the validity of,or liability
under,any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness Is Impaired.
Insecurity. Lander In good folth believes itself Insecure.
Right to Cure. If any dafault,other than default In payments curable and I Grantor as not son given a not Ica
of a breach of the same provision of Ihla Mortgage within the preceding twelve 111)months,It may be cured If
Grantor,after receiving written notice from Lender demanding cure of such default: (i I cures the default within
fifteen 0 B)days;or 11) If the cure requires more than fifteen(1 BI days,immediately Initiates steps which Lander
dooms 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 of any time thereafter,Londor,
at Lender's option,may exercise any one or more of the following rights and remedies,In addition to any other rights or
remadbs provided by lowt
-Accelerate Indebtedness. Lender shelf 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 Commorclel Coda.
Collect Rents. Lander shell have the tight,without notice to Borrower or Grantor,to take possession of the
Property and collect the Rents,includbtg amounts past due and unpaid,and apply the net proceeds,over and
above Lander's costs,against the indebtedness. in furtherance of this right Lander may require any tenant or
i other user of the Property to make payments of tent or use lees directly to Lender. If the Rents are collected by
Lender,then Grantor Irrevocably authorizes Lander to endorse Instruments received M payment thereof In the name
of Grantor and to negotiate the some and collect the proceeds. Payments by tenant&or other users to Lender In
response to Lander's demand shall astlefy,the obggotlons for which the payments ore made,whether or not any
proper grounds for the demand existed. Larder may exercise Its rights under this subparagraph either In parson,
by agent,or through a rocelvar.
t Appoint Receiver. Lander 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 correct 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 II permitted by law. Lander's right
to the appointment of a recelver shall exist whether or not this apparent value of the Property exceeds the
Indebtedness by a substantol amount. Employment by Lender shall not disqualify a person from serving as a
receive(.
Judicial Foreclosure. Lender may obtain a)udlclel decree foreclosing Grantor's interest In all or any part of the
Property.
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MORTGAGE
(Continued) Page f3
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 Lander,to sign an agreement for entering In any competent
court an amicable action In ejectment for possession of the Property and to appear for and confess Judgment
against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of
possession of the Property,without any stay of execution,for which this Mortgage,or a copy of this Mortgage
verified by affidavit,shag be a sufficient warrant;and thereupon a writ of possession may be Issued forthwith,
without any prior writ or proceeding whatsoever,
Non)udlclel Sala. If permitted by applicable low,Lender may foreclose Grantor's Interest In all or In any pert of the
Personal Property or the Real Property by non-judlclal sale.
Deficiency Judgment. Lender may obtain a Judgment for any denclency remaining In the Indebtedness due to
Lender after application of all amounts received from the exercise of the rights provided In this section.
Tenancy at Sufferance. It Grantor remains In possession of the Property after the Property Is sold as provided
above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor,
Grantor shell become a tenant at sufferance of Lender or the purchaser of the Property end shall,at Lender's
option,either 11) pay a reasonable rental for the use of the Property,or (2) vacate the Property Immediately
upon the demand of lender.
Other Remedies. Lender shell 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 exercising its rights and remedies,Lender shall be free to sell an or any
part of the Property together or separately,In one sale or by separate sales, Lander shell be entitled to bid at any
public sale on all or any pardon of the Property.
Notice of Sale. Lander shell give Grantor reasonable notice of the time and place of any public sale of the Personal
Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be
made. Unless otherwise required by applicable law,reasonable notice shall mean notice given at least ten(10)
days before the time of the sale or disposition. Any sale of the Personal Property may be made In conjunction with
env safe of the Real Property.
Election of Remedies. Election by Larder to pursue any remedy shell not exclude pursult 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 end exercise Its remedies. Nothing
under this Mortgage or otherwise shag be construed eo as to Nmlt or restrict the rights and remedies available to
Lender following on Event of Default,or M 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 coameker,guarantor,surety or endorsor and/or to
proceed against any other conatend directly or Indirectly securing the Indebtedness.
Attorneys'Fees:Expenses. If Lander Institutes any suit or action to enforce any of the terms of this Mortgage,
Lander shell be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at iris[and
upon any appeal. Whether or not any corn 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 tar the protection of Its
Interest or the enforcement of Its rights shell become a part of the Indebtedness payable on demand and shell beer
Interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include,
without limitation,however subject to any limits under applicable law,Lender's reasonable attorneys'fees and
Lender's legal expenses,whether or not them 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 conoodon services, the cost of searching records, obtaining title reports (including
i 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 as other sums provided by low.
NOTICES. Unless otherwise Provided by applicable low,any notice relatited In ha Ives„ceder rbto Mnrt.ge�abEd,1-
given in writing, and shall be effective when actually delivered, when actually received by talefacsimile (unless
otherwise required by few),when deposited with a nationally recognized overnight Courier,or,If mailed,when deposited
In the United States mail,as first class,certified or registered man postage prepaid,directed to the addresses shown
near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any Ion which has priority
over this Mortgage and notices pursuant to 42 Pa.C.S.A.Section 8143,et.seq.,shag 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 an times of Grantor's current address. Unless
otherwise provided by applicable law,If them Is more than one Grantor,any notice given by Lender to any Grantor is
deemed to be notice given to oil Grantors,
ADVANCE MONEY MORTGAGE. (A) This Morgaga secures future advances made pursuant to the Nate or Related
Documents. Without limiting the foregoing,this Mortgage secures all advances made by Lender or Banks of any kind or
nature described in 42 Pe.C.S.A.§0144. (8I It Grantor sends,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 notice shall be Ineffective as to any future advances made: (1) to enable completion
of the Improverronta on the Real Property for which the loan secured hereby was originally made;(21 to pay taxes,
eaaeaamonts,malmonancs charges and Insurance ptarrnlume:13) for costa Incurred for the protection of the Property or
the Ilan of ilia Mortgage;14) on account of expenses Incurred by Lender by reason of a default of Borrower or Grantor
i hereunder or under the Related Documents or under the Note;and IS) on account of any other costs Incurred by Lendor
to protect and preserve the Property or the Ilan of this Mortgage. It Is the Intendon of the parties hereto that any such
advance made by Lender after any suoh notice by Grantor shell be secured by the lien of this Mortgage on the Property.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are o part of this Mortgage:
Amendmenrts. This Mortgage,together with any Related Documents,constitutes the entire understanding end
( 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 ft alteration at amendment.
Annual Reports, If the Property le used for purposes other than Grantor's residence, Grantor shall lumish to
Lender,upon request,a certified statement of net operating Income resolved ham the Property during Grantor's
previous fiscal year In such form and detail at Lander shall require. 'Net operating Income'shall mean all Cash
receipts from the Property less all cash expenditures made In connection with the operation of the Property.
Caption Headings. Caption headings In this Mortgage are for convenience purposes only and are not to he used to
Interpret or dclino the provisions of this Mortgage.
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MORTGAGE
(Continued) Page 7
Joint and Several Liability, All obligations of Borrower and Grantor under this Mortgage shall be Joint and several,
and all references to Grantor shag 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 sot 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 shell not be deemed to have waived any rights under this Mortgage unless such
waiver to given In writing and signed by Lender. No delay or omission on the pert of Lender in exorcising any right
shall operate as a waiver of such tight or any other right. A waiver by Lender of a provision of this Mortgage shall
not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Mortgage, No prior waiver by Lender,nor any course of dealing between Lender and
Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender Is required under this Mortgage,the granting of such consent by
Lender In any instance shell not constitute continuing consent to subsequent Instances where such consent Is
required and in all oases such consent may be granted or withhold In the sole discretion of Lender.
Soverablilty. 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
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
unenforceebility of any provision of this Mortgage shall not affect the legality,validity or enforceability of any other
provision of this Mortgage,
Merger. There shag 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 shell be binding upon Grantor,and upon Grantor's hake,personal
replan motives,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 fallowing meanings when used In this
Mortgage. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful
money of the United Slates of America. Words and terms used In the singular shall Include the plural,and the plural
shell Include the singular,as the context may require. Words and terms not otherwise defined In this Mortgage shag
have the meanings attributed to such terms In the Uniform Commercial Code:
Borrower. The word"Borrower'manna Gurugovind,LLC and Includes all co-signers and co-makers signing the
Nate and all their successors and assigns.
Default. The word"Default'means the Default set forth in this Mortgage In the section tilled'Defaule.
Environmental Laws, The words "Environmental Laws' mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the.environment, including without
limitation the Comprehensive Environmental Response,Compensation,and Liability Act of 1880,as emended,42
I U.S.C.Section 9601,at coal.I'CERCLA•),the Superfund Amendments and Reauthorization Act of 1966,Pub.L.
No.99.498('SARA%the Hazardous Materiels Transportation Act,49 U.S.C.Section 1801,at seq.,the Resource
Conservation end 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 arty of the events of default set forth In this Mortgage In the
events of default section of this Mortgage.
Existing The words'Existing Indebtedness"mean the Indebtedness described In the Existing Liens
provision of this Mortgage.
Grantor, The word"Grantor'means Hari-Rem,Inc..
Guarantor. The word'Guarantor' means any guarantor, surety,or accommodation party of any or all of the
Indebtedness.
Guaranty. The word'Guaranty"moons the guaranty from Guarantor to Lender,Including without limitation e
guaranty of all or pert of the Note.
Hazardow Substances. The words "Hazardous Substances' mean materials that,because of their quantity,
r 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 gated
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' manna all existing and future Improvements, buildings, structures,
i mobile homes affixed on the Real Property,facilities,addlflons,replacements and other construction an the Reel
Property.
Indebtedness. The word 'Indebtedness"means all principal,Interest,and other amounts,costa 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
I this Mortgage, together with interest on such amounts so provided in thin Mortgage. The liens and security
Interests created pursuant to this Mortgage covering the Indebtedness which may be.created In the future shall
relate back to the data of this Mortgage. Specifically,without limitation,Indebtedness Includes all amounts that
may be Indirectly secured by the Cross-Colfatoralhatlon provision of this Mortgage.
Lender. The word"Lander'moons ORRSTOWN BANK,Its successors and assigns.
Mortgage. The word"Mortgage'means this Mortgage between Grantor and Lender.
Note. The word'Note*means the promissory note dated July 8,2008,in the original principal amount of
$5,110,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of,
refinancings of,consolidations of,and substitutions for the promissory note or agreement. The maturity date of
the Note is July 8,2029.NOTICE TO GRANTOR:THE NOTE CONTAINS A VARIABLE INTEREST RATE.
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MORTGAGE
t (Continued) Page 8
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Personal Property. The words"Personal Property'mean all equipment,fixtufas,and other articles of personal
' together with all accessions,parts,andradditions to, ll replacements of,and all rsubstitutions for,eany pofpsuch
I property, and together with all proceeds (including without limitation all Insurance proceeds and refunds of
1 premiums)from any sale or other disposition of the Property,
j Property. The word"Property"means collectively the Real Property and the Personal Property.
Real Property. The words"Reel Property"mean the real property,Interests and rights,as further described In this
Mortgage,
Related Documents. The words "Related Documents' mean all promissory rates, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgagee, deeds of trust, security
deeds,collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter
existing,executed in connection with the Indebtedness,
Rents. The word"Rents'means all present and future rents,revenues,Income,Issues,royalties,profits, and
` other benefits derived from the Property,
GRANTOR ACKNOWLEDGES HAVING 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.
L GRANTOR;
HART RAM INC
WIM I R.Petty,Prablidiint of Hari-Rem,1no.
By: ftall
x if n I K Pill el Vice Pre ;ant 1611 Herl Rem, no.
ATTEST: -
1
1 r (Corporate Seal)
r ry of A slstant Secretaty
CERTIFICATE OF RESIDENCE
I hereby certify,that the precise address of the mortgagee,ORRSTOWN BANK,herein Is as follows:
SEVEN GABLES OFFICE,77 FAST KING STREET,P O BOX 250,SHIPPENSBURG,PA 17257
Attorney or ngagae
I
CORPORATE ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
)GS
j COUNTY OF �A PH nA/
I h
On this,they day of__���1 ,20 0' before me
_1V'?;Ch1/// 4)r t underslgned�otery c,personally 611— rsonally appeared a�R n�ha1 R.Patel.Poseidon
of or•Rom,{ and Laxmikant ,l etel,Vice President of Harl•Ram,Ina.,who acknowledged themselves to be the
President of Had-Rem,Inc,and Vice President of Hari-Ram.Ina.,of a corporation,and that they as such President of
Had-Ram,Inc.and Vice President of Hari-Ram,Inc.,being authorized to do so,executed the foregoing Instrument for
the purposes therein contained by signing the name of the corporation by themselves as President of Had-Ram,Inc,and
Vice President of Hari-Ram.Ina..In witness whereof,I hereunto set my Rend and of ttl goal. r�r
C .� ;
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NOTARIAL SEAL. r
MICHELLE ELLIOTT NOTARY I'UBF201 tery Public In and 1r the State of fill
i DERRY TOWNSHIP DAUPHIN COU 4� '
My CO MISSION EXPIRES JUNE 9 !r
't
LASER PRO Lending,Vr.6.40.0 .003 Copt.Harland nano a Solutions,Inc.1997,2008.__1f Rights Reserved. - -
PA c:1CFI%LPL1G03.FC TR-20106 PR-1
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EXHIBIT"A"—LEGAL DESCRIPTION
OPEN-MORTGAGE AND SECURITY AGREEMENT FROM HART-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 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 311 on the Final Subdivision Plan for Lots,2,3,and 4 for Bent Creek,
prepared by Gregory L.Condon,P.L.S„dated December 20,1999 and with final revised date of February
3,2000 and recorded in Cumberland County Plan Book 80,Page 99.
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ROBERT P.ZIEGLER
RECORDER OF DEEDS
CUMBERLAND COUNTY _ "?
I l COURTHOUSE SQUARE
CARLISLE,PA 17013
j 717-240-6370
Instrument Number-200823383
Recorded Oil 7/9/2008 At 3:25:35 PM *Total Pines-10
*Instrument Type-MORTGAGE
Invoice Number-24785 User 1D-RAI{
*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 $48.50
I Certify this to be recorded
in Cumberland County PA
°
9�0
° RECORDER OR D EDS
Sao
-Infermnthon denoted by an asterisk may change during
the verl0callon process and may not be reflected on this page.
o+0I0I x9
III I I I I III I�ul I VIII I�)I�)
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EXHIBIT ' C ' -
COMMERCIAL GUARAN
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......m......rs.nrn.Y.nS.s. ..r. :,..ssw.vrd 1.......xw.. J•:v:..:••`,::•.:vxm4:nvw:..¢..vn:.:rri'+';�.. ...�:i� nvwN'va+l4vFnwTi¢yr,F•��••
:........................>..#,¢wsg;...:.',�.�.,.....,....., ... waJ:,tAanw .sr,3;rzn..rtr• v. w.a,:...x;..:,?�.,�.,, ..�`!=l}•�•%...�::v:;.� :_:��:?:Y::.:k>:v"?%¢'.F:`at.•�,5�•::; -.:x::'"." �,..�'.«r
.;;.:::n...,:.A::rn•. vv, va,h:n..r_s ...,[sw nr q..�. .. ...... :..:..%iM:JVJdC•irr. .}}K,..• rC:rty`1,P^:ICT .'�'.:i¢iy,e - - - ._�:.. Q����}. _
t?J.:vaivuxtaysw�Qti�`•si,v:.�:::_•rna.aN•U:.I:Ax. ..%¢�. x
:. .....?•:\rAA\T.MV.1". ... ......¢: .. .. ...: : a:n.na>.enm:w.:5.¢::::........:aq�
References In the shaded area are for Lender's use only and do not Omit the applicability of this document to any particular loan or Stem. cull
Borrower: HARI RAM,INC. (TIN: 232512955) Lender: ORRSTOWN BANK
1188 GREENFIELD DR. PA.Bco(250
MECHANICSBURG,PA 17055 Shippensburg,PA 17257
Guarantor: KANJIBHAi R.PATEL
,
AMOUNT OF GUARANTY. This Is a guaranty of payment of the Note,including without limitation the principal Note amount of Two Million SIX
Hundred Sixty Nine Thousand&00/100 Dollar$($2,669,000.00).
GUARANTY. For good and valuable consideration, KANJIBHA1 R. PATEL ("Guarantor') absolutely and unconditlonalty guarantees and
promise$to pay to ORRSTOWN BANK("Leader')or its order,on demand,in legal tender of the United States of America,the Indebtedness
(as that term is defined below)of HARI RAM,INC.("Borrower') to Lender on the terms and conditions set forth in this Guaranty.
DEFINITIONS. The following words shall have the following meanings when used in this Guaranty:
Borrower. The word'Borrower"means HARI RAM,INC..
Guarantor. The word"Guarantor'means KANJiBHAI R.PATEL.
Guaranty. The word"Guaranty'means this Guaranty made by Guarantor for the benefit of Lender dated January 17,2001.
Indebtedness. The word indebtedness'means the Note,including (a)all principal, (b)all interest, (c)all late charges, (d)all loan fees and
loan charges,and (9)all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses
include without limitation all of Lender's attorneys'fees and Lenders legal expenses,whether or not suit Is Instituted,and attorneys'fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated
post-Judgment collection services.
Lender. The word"Lender'means ORRSTOWN BANK,Its successors and assigns.
Note. The word "Note' means the promissory note or credit agreement dated January 17, 2001, In the original principal amount of
$2,669,000.00 from Borrower to Lender, together with all renewals of,exensions of, modifications of, refinancings of, consolidations of,and
substitutions for the promissory note or agreement.
Related Document& The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements,guaranties,security agreements,mortgages,deeds of trust, and all other Instruments,agreements and
documents,whether now or hereafter existing,executed in connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the
Indebtedness described above,plus all costs and expenses of (a)enforcement of this Guaranty and (b)collection and safe of any coffalwW
securing this Guaranty.
The above limitation on lability is not a restriction on the amount of the Indebtedness of Borrower to Lender either In the aggregate or at any one time.
If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not(union spectficaly provided below to the contrary)affect or invalidate any such other guaranties. The
liability of Guarantor will be the aggregate lability of Guarantor under the terms of this Guaranty and any such other uniarminated guaranties.
NATURE OF GUARANTY. Guarantor intends to guarantee at all times the performance and prompt payment when due,whether at maturity or earlier
by reason of acceleration or otherwise,of all Indebtedness within the limits set forth in the preceding section of this Guaranty.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any notice
to Guarantor or to Borrower, and will continue in full force until all Indebtedness shag have been fully and finally paid and satisfied and all other
obligations of Guarantor under this Guaranty shag have been performed In full. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall
not affect the flabtilty of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time.to time: (a).to make one or more additional secured or unsecured loans to Borrower, to geese
equipment or other goods to Borrower, or otherwise to extend add lional credit to Borrower; (b) to after,compromise, renew, extend,
accelerate,or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness,
Including increases and decreases of the rate of interest on the Indebtedness;extensions may be repeated and may be for longer than the
original ban term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce,waive,
subordinate,fail or deckle not to perfect,and releses any such security,with or without the substitution of new collateral; (d)to release,
substitute,agree not to sue,or deal with any one or more of Borrower's sureties,endorsers,or other guarantors on any terms or In any
manner Lender may choose; (a)to determine how,when and what application of payments and credits shall be made on the Indebtedness;
(n to.apply such security and direct the order or manner of sale thereof,Including without limitation,any nonjudWal sale permitted by the
terms of the controlling security agreement or deed of trust,as Lender In its discretion may determine; (g)to sell,transfer,assign,or grant
participations in all or any part of the Indebtedness;and (h)to assign or transfer this Guaranty In whole or In part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a)no representations or agreements
of any kind have been made to Guarantor which would limit or quality In any way the terms of this Guaranty; (b)this Guaranty is executed at
Borrowers request and not at the request of Lender, (c)Guarantor has full power,right and authority to enter Into this Guaranty, (d)the provisions of
this Guaranty do not conflict with or result In a default under any agreement or other Instrument binding upon Guarantor and do not result in a vlolafion
of any law,regulation,court decree or order applicable to Guarantor, (9)Guarantor has not and will not,without the prior written consent of Lender,
sell,lease,assign,encumber,hypothecate,transfer,or otherwise dispose of all or substantially all of Guarantors assets,or any Interest therein; (f)upon
Lender's request,Guarantor will provide to Lender financial and credit Information in form acceptable to Lender,and all such financial information
which currently has been,and all future financial information which will be provided to Lender is and will be true and correct in all material respects and
fairy present the financial condition of Guarantor as of the dates the financial Information is provided; (g)no materiel adverse change has occurred in
Guarentoes financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may
materially adversely affect Guarantors financial condition; (h)no lifigatlon,claim,Investigation,administrative proceeding or similar action (Including
l
01-17-2001 COMMERCIAL GUARANTO Page 2
Loan No (Continued)
those for unpaid taxes)against Guarantor Is pending or threatened; 0)Lender has made no representation to Guarantor as to the creditworthiness of
Borrower, and 0)Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's
financial condition. Guarantor agrees to keep adequately Informed from such means of any facts,events,or circumstances which might In any way
i affect Guarantors risks under this Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information
or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law,Guarantor waives any right to require Lender (a)to continue lending money or to
extend other credit to Borrower, (b)to make any presentment,protest,demand,or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonactlon on the part of Borrower,Lender,any surety,endorser,
or other guarantor In connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c)to resort for
payment or to proceed directly or at once against any person,Including Borrower or any other guarantor, (d)to proceed directly against or exhaust any
collateral held by Lender from Borrower,any other guarantor,or any other person; (9)to give notice of the terms,time,and place of any public or
private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (f)to pursue any other remedy within Lenders power,or (g)to commit any act or omission of any kind,or at any time,with rasped to any
matter whatsoever.
If now or hereafter (a)Borrower shall be or become insolvent,and (b)the Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower,Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower,and their respective sucoessors,any claim or
right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or.become a"creditor"of Borrower within the meaning of i1 U.S.C.section 547(b),or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a)any"one action"or"anti—deficiency"law or any other law which may
prevent Lender from bringing any action,including a claim for deficlancy,against Guarantor,before or after Lenders commencement or completion of
any foreclosure action,either Judicially or by exercise of a power of sale; (b)any election of remedies by lender which destroys or otherwise adversely
affects Guarantors subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement,Including without limitation,any loss of
rights Guarantor may suffer by reason of any law limiting,qualifying,or discharging the Indebtedness; (c)any disability or other defense of Borrower,of
any other guarantor,or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment In full
In legal tender,of the Indebtedness; (d)any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the
Indebtedness; (e)any statute of limitations,if at any time any action or suit brought by tender against Guarantor is commenced there is outstanding
Indebtedness of Borrower to Lender which Is not barred by any applicable statute of limitations;or (f)any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtednes& if payment Is made by Borrower,whether voluntarily or otherwise,or by any
third party,on the Indebtedness and thereafter Lender Is forced to remit the amount of that payment to Borrowers trustee in bankruptcy or to any
similar person under any federal or state bankruptcy law or law for the relief of debtors,the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the
Guarantor,or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantors full knowledge of Its significance and consequences and that,under the circumstances,the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be effective only to the
extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all Bens upon and rights of setoff against the moneys,securities or other property of Guarantor given to
Lender by law, Lender shall haver with respect to Guarantors obligations to Lender under this Guaranty and to the extent permitted by law, a
contractual security interest in and a right of setoff against,and Guarantor hereby assigns, convoys,delivers,pledges, and transfers to Lender all of
Guarantors right,U le and Interest In and to,all deposits,moneys,securities and other property of Guarantor now or hereafter in the possession of or
on deposit with Lender, whether held In a general or special account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise,excluding however all IRA,Keogh,and trust accounts. Every such security interest and right of setoff may be exercised
without demand upon or notice to Guarantor. No security Interest or right of setoff shall be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security Interest or by any delay in so doing. Every right of setoff and
security interest shall continue in full force and effect until such right of setoff or security Interest is specifically waived or released by an instrument In
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created,shalt be prior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower
becomes insolvent Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever,to any
claim that Lender may now or hereafter have against Borrower. In the event of insdvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors,by voluntary liquidation,or otherwise, the assets of Borrower appiicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and shalt be first applied by Lender to the indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however,that such assignment shall be effective only for the purpose of assuring to Lander full payment in legal
tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees,and Lender
hereby is authorized,In the name of Guarantor,from time to time to execute and file financing statements and continuation statements and to execute
such other documents and to take such other actions as Lender deems necessary or appropriate to perfect,preserve and enforce Its rights under this
Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty.
Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party
or parties sought to be charged or bound by the allocation or amendment.
Applicable Law. This Guaranty has been delivered to Lander and accepted by Lender In the Commonwealth of Pennsylvania. If there Is a
lawsuit, Guarantor agrees upon Lenders request to submit to the Jurisdiction of the courts of Cumberland County, Commonwealth of
Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. E
Attorneys'Fees;Empenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses,Including attorneys'tees and Lender's
legal expenses,incurred In connection with the enforcement of this Guaranty. Lender may pay someone also to help enforce this Guaranty,and
Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lenders attorneys' fees and legal expenses
whether or not there Is's lawsuit,Including attorneys'fees and legal expenses for bankruptcy proceedings(and Including efforts to modify or
• 01-17-2001 COMMERCIAL GUARAN Page 3
Loan No (Continued)
• vacate any automatic stay or Injunction),appeals,and any anticipated posHudgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Notices. All notioes required to be given by either party to the other under this Guaranty shall be In writing,may be sent by telefacsimile(unless
otherwise required by law),and shall be effective when actually delivered or when deposited with a rationally recognized overnight courier,or
when deposited in the United States mall,first class postage prepaid,addressed'to the party to whom the notice is to be given at the address
shown above or to such other addresses as either party may designate to the other M writing. If there is more than one Guarantor,notice to any
Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantors
current address.
Interpretation. In all eases where there is more than one Borrower or Guarantor,then all wads used in this Guaranty In the singular shag be
deemed to have been used In the plural where the context and construction so require;and where there Is more than one Borrower named In this
Guaranty or when this Guaranty is executed by more than one Guarantor,the words Borrower"and"Guarantor'respectively shall mean all and
any one or more of them. The words"Guarantor,"Borrower;and'Lender'Include the heirs,successors,assigns,and transferees of each of
them. Caption headings In this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this
Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance,
such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances,and all provisions of this Guaranty
in all other respects shall remain valid and enforceable. It any one of more of Borrower or Guarantor are corporations or partnerships,it Is not
necessary for Lender to inquire Into the powers of Borrower or Guarantor or of Me officers,directors,partners,or agents acting or purporting to act
on their behalf,and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Waiver. Lender shall not be deemed to have walved any rights under this Guaranty unless such waiver Is given In writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shag operate as a waiver of such right or any other right. A waiver by Lender of
a provision of this Guaranty shell not prejudloe or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between Lender and Guarantor,shall constitute a
waiver of tiny of Lender's rights or of any of Guarantor's Obligations as to any future transactions. Whenever the consent of Lender is required
under this Guaranty,the granting of such consent by Lender in any Instance shag not constitute confinuing consent to subsequent instances
where such consent Is required and In all cases such consent may be granted or withheld In the sole&4retion of Lender.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORUES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA,OR ELSEWHERE,TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS,TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION,BUT IN ANY EVENT NOT LESS THAN
FIVE HUNDRED DOLLARS(x500)ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR
SO DOING,THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY
GRANTED IN THIS-GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE JUDGMENT,AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION,EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
-DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED"DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JANUARY 17,2001.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
ems
KANJIBHAI R. TEL
LASER PRO,Reg U.S.Pat 8 T.M.Off.,Var.3.29c(C)Concentrex 2001 An rrghtsreswvea(PA-E20 F3.29 123.29a 07420CL.LN 02.OVLI
i
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1
f
I
CERTIFICATE OF SERVICE
I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham& Chernicoff, j
P.C., do hereby certify that a true and correct copy of the PETITION TO STRIKE, OR, IN
THE ALTERNATIVE, TO OPEN JUDGMENT AND REQUEST FOR STAY OF
s
PROCEEDINGS in the above-captioned matter was sent first class U.S. Mail, First Class Mail,
postage prepaid on this date, to the following:
Magnolia Portfolio, LLC
c/oSteven J. White, Esquire
Stradley Ronon Stevens &Young, LLP i
2600 One Commerce Square
Philadelphia, PA 19103
3
ti
C INGHAM & CHERNI OFF, P.C.
Date: Decembero, 2013 B
t2320 nne Ametrano
North Second Street
sburg, PA 17110
Telephone: (717)238-6570
F:\Home\GLAUFFER\DOCS\Patel,Navin et al\Petitions to Open-(2,669,000)\Kanjibhai Patel REVISED 12-27-13.wpd
MAGNOLIA PORTFOLIO, LLC, IN THE COURT OF COMMON PLEAS
as Assignee of Orrstown Bank OF CUMBERLAND COUNTY,
PENNSYLVANIA
Plaintiff � '
-UM = -,
rn
V. NO. 13-7048
KANJIBHAI R. PATEL,
CD Tf
Defendant �..C:
;Z:
-K t"tia
RULE TO SHOW CAUSE
AND NOW, this c9f)g( day of , 201 ;it is hereby ORDERED that:
1. A Rule is issued upon Respondent to show cause, if any it has, why the Judgment
entered in the above-captioned matter should not be opened and the defenses of
the Petitioner be permitted;
2. The Respondent shall file an Answer to the Petition to Open Judgment within
zo days from the days of service upon the Respondent;
3. The Petition shall be decided under Pa.R.C.P. 206.7;
4. Depositions shall be completed within y S days of this date;
5. Argument shall be held ong4 02/ , 2014 in Courtroom No. y
of the Cumberland County Courtho se; QL,-& 4 00 a m .
6. Notice of the entry of this Order shall be provided to all parties by the Petitioner;
and
7. All proceedings, including all executions on the judgment docketed hereto are
stayed pending this Court's review and determination of the Petition to Open
Judgment and ruling thereon and the entry of an Order dissolving such Stay.
J.
1944y P."Xe�,
,�� vy
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. •
KANJIBHAI R. PATEL NO. 13-7048 rrl 1
1188 Greenfield Drive •
Mechanicsburg, PA 17055 • "3 z
-F
Defendant. :
ANSWER OF MAGNOLIA PORTFOLIO TO
DEFENDANT'S PETITION STRIKE, OR, IN THE ALTERNATIVE c_..
TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS
Plaintiff, Magnolia Portfolio, successor by assignment to Orrstown Bank ("Plaintiff," or
"Magnolia"), by and through its attorneys, Stradley Ronon Stevens & Young, LLP, hereby
submits this Answer to Defendant's Petition to Strike, or, in the Alternative, to Open Judgment
and Request for Stay of Proceedings (the "Petition"), and avers as follows:
1. Admitted.
2. Admitted.
3. Admitted that the Petition seeks to open the Judgment (the "Judgment") entered
by Magnolia against Kanjibhai R. Patel (the "Defendant") on November 27, 2013. By way of
further answer, the Judgment referenced in the Petition is docketed at number 13-7048, not
number 13-7046.
BUSINESS#2010290 v.2
1 '
4. Admitted. By way of further answer, the amount of the Judgment also includes
interest from and after November 8, 2013, at the per diem rate of $160.02, and all additional
costs of suit and collection costs, as authorized under that certain Commercial Guaranty dated
January 17, 2001, executed by Defendant in favor of Magnolia (the "Guaranty")
5. Admitted only that the Judgment is based on the warrant of attorney contained in
the Guaranty. With respect to the balance of the allegations contained in Paragraph 5, the
Complaint in Confession of Judgment filed by Magnolia on November 27, 2013 (the
"Complaint") speaks for itself, and no additional response is required.
6. Denied. This paragraph contains statements of opinion to which no response is
required. The Complaint speaks for itself, and no additional response is required. Magnolia
specifically rejects the characterization of the Complaint as "complicated."
7. Denied. The Defendant is in default of its obligations under the Guaranty, as a
result of the default of Hari Ram, Inc. ("Hari Ram") under that certain Promissory Note dated
January 17, 2001 (the "Hari Ram Note"), as more thoroughly set forth in Paragraphs 10 through
17 of the Complaint. The Guaranty authorizes the entry of judgment against the Defendant upon
the occurrence of an event of default thereunder. See Complaint, Ex. D at 3. By way of further
answers, the averments of Paragraph 7 constitute conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied.
8. Admitted. By way of further answer, Orrstown Bank assigned the Hari Ram Note
and related loan documents to Magnolia, as more thoroughly detailed in the Complaint. See
Complaint, 111-2, Ex. A.
9. Admitted.
10. Admitted.
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BUSINESS#2010290 v.2
11. Denied. By way of further answer, Hari Ram is in default of its obligations to
Magnolia for the following reasons:
(a) As more fully described in Paragraphs 10-17 of the Complaint, and as the
Defendant has not denied, Gurugovind, LLC ("Gurugovind") defaulted on its obligations to
Magnolia under (1) that certain Promissory Note executed by Gurugovind in favor of Magnolia
on July 8, 2008 in the principal amount of$5,110,00.00 ("Gurugovind Note 1"), and (2) that
certain Promissory Note executed by Gurugovind in favor of Magnolia on July 8, 2008 in the
principal amount of $640,000.00 ("Gurugovind Note 2," and collectively, with Gurugovind
Note 1, the"Gurugovind Notes").
(b) Gurugovind Note 1 is secured by that certain Open-End Mortgage and
Security Agreement dated July 8, 2008, executed by Hari Ram in favor of Magnolia and
recorded with the recorder of deeds for Cumberland County Pennsylvania in Instrument No.
200823383 ("2008 Mortgage 1"). Gurugovind Note 2 is secured by that certain Open-End
Mortgage and Security Agreement dated July 8, 2008, executed by Hari Ram in favor of
Magnolia and recorded with the recorder of deeds for Cumberland County Pennsylvania in
Instrument No. 200823387 ("2008 Mortgage 2," and together, with the 2008 Mortgage 1, the
"2008 Mortgages").
(c) Each of the 2008 Mortgages contains the following common clause:
PAYMENT AND PERFORMANCE. Except as otherwise
provided in this Mortgage, Borrower and Grantor shall pay
to Lender all Indebtedness secured by this Mortgage as it
becomes due, and Borrower and Grantor shall strictly
perform all Borrower's and Grantor's obligations under this
Mortgage.
See Complaint, Ex. E at 7, 17. Further, in the each of 2008 Mortgages: (1) "Borrower" is
defined as "Gurugovind, LLC;" (2) "Grantor" is defined as "Hari Ram, Inc.;" and (3)
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BUSINESS#2010290 v.2
"Indebtedness" includes, but is not limited to "all principal, interest, and other amounts . . .
payable under the Note." See id., Ex. E at 13, 23. " Note" is defined in 2008 Mortgage 1 as
Gurugovind Note 1. See id., Ex. E at 23. "Note" is defined in 2008 Mortgage 2 as Gurugovind
Note 2. See id., Ex. Eat 13.
(d) The "Payment and Performance" section of each of the 2008 Mortgages
contains an affirmative promise from Hari Ram, as Grantor, to pay the Indebtedness, which
includes the Notes from Gurugovind. Hari Ram is in breach of this promise.
(e) The Hari Ram Note provides that, in the event Hari Ram "fails to comply
with or to perform when due any other term, obligation or covenant or condition contained in . . .
any other agreement [Hari Ram] has with [Magnolia]," Hari Ram shall be in default under the
Note as well. See id., Ex. B at 1.
As a result of Gurugovind's default under the Gurugovind Notes, Hari Ram is in default of its
obligations under the Hari Ram Note. Magnolia demanded payment in full of the Hari Ram
Note on November 4, 2013.'
12. Admitted.
13. Admitted.
14. Admitted.
15. Admitted.
16. Admitted only that Hari Ram is not a maker of the Gurugovind Loans or Notes.
The balance of the averments set forth in Paragraph 16 are denied. By way of further answer,
' It should also be noted that Hari Ram filed for a petition for relief under Chapter 11 of Title 11 of the United
States Code(the"Bankruptcy Code."). Filing a petition for relief under the Bankruptcy Code constitutes a
separate event of default under the Hari Ram Note. See Complaint,Ex. B at 1.
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BUSINESS#2010290 v.2
Hari Ram affirmatively promised to pay all indebtedness secured by the 2008 Mortgages, as set
forth in greater detail in Paragraph 11 above.
17. Denied. The averments of Paragraph 17 constitute conclusions of law to which
no response is required. To the extent these averments are factual in nature, they are denied. By
way of further answer, Hari Ram promised to pay all indebtedness secured by the 2008
Mortgages, as set forth in greater detail in Paragraph 11 above. Further, Pennsylvania law allows
a mortgage to be created without any accompanying personal obligation or evidence of
indebtedness of the mortgagor. See, e.g., Easton Theatres, Inc. v. Wells Fargo Land and Mortg.
Co., Inc., 449 A.2d 1372, 1375 (Pa. 1982); Girard Trust v. City of Philadelphia, 87 A.2d 277,
279 (Pa. 1952) ("there may be mortgages not accompanied by any other evidence of
indebtedness but which constitute in and of themselves both the obligation and the conveyance
of the property intended to secure it"); In re Hartje's Estate 28 A.2d 908 at 910 (Pa. 1942);
Baum v. Tomkin, 1 A. 535, 537 (Pa. 1885) (mortgages may be "a naked, simple form of a mere
mortgage, given f o r the purpose . . . of securing the debt of a third person"); Marques v. Bank of
America, N.A. 2008 WL 4286998 at *9 (Bankr. E.D. Pa. 2008, Adv. No. 07-0207); Farris v.
Jefferson Bank, 194 B.R. 931 at 939 (Bankr. E.D. Pa. 1996); In re Morrison, 59 B.R. 586, 590
(Bankr. E.D. Pa. 1987).
18. Admitted.
19. Admitted only that the Complaint sets forth that Hari Ram is in default under the
2008 Mortgages. The balance of the averments set forth in Paragraph 19 are denied. By way of
further answer, the "Payment and Performance" section of each of the 2008 Mortgages contains
an affirmative promise to pay the Gurugovind Notes, as set forth in greater detail in Paragraph 11
above. See Complaint, Ex. E at 7, 17. Hari Ram is in default of the Hari Ram Note, which
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BUSINESS#2010290 v.2
provides that a default occurs if Hari Ram "fails to comply with or to perform when due any
other term, obligation or covenant or condition contained in . . . any other agreement [Hari Ram]
has with [Magnolia]." See id., Ex. B at 1. Magnolia demanded payment in full of the Note on
November 4, 2013.
20. Denied. By way of further answer, the 2008 Mortgages specifically secure,
among other things, the payment of the "Indebtedness." See id., Ex. E at 7, 17. "Indebtedness"
includes, but is not limited to "all principal, interest, and other amounts . . . payable under the
Note." See id., Ex. E at 13, 23. 2008 Mortgage 1 defines "Note" as Gurugovind Note 1, and
2008 Mortgage 2 defines "Note" as Gurugovind Note 2. See id., Ex. E at 13, 23.
21. Denied. The averments of Paragraph 21 constitute conclusions of law to which
no response is required, and to the extent these averments are deemed to be factual in nature,
they are denied. By way of further answer, the "Payment and Performance" section of each of
the 2008 Mortgages contains an affirmative promise to pay the Gurugovind Notes, as set forth in
greater detail in Paragraph 11 above.
22. Denied. The averments of Paragraph 22 constitute conclusions of law to which
no response is required, and to the extent they are deemed to be factual in nature, they are
denied. By way of further response, the Guaranty secures the payment of the Hari Ram Note.
See Complaint, Ex. D at 1. The Defendant is in default of its obligations under the Guaranty as a
result of Hari Ram's default under the Hari Ram Note. The Guaranty specifically authorizes the
entry of judgment against the Defendant upon the occurrence of a default. See id., Ex. D. at 3.
23. Admitted only that the Guaranty guarantees payment of the Hari Ram Note. The
balance of the averments set forth in Paragraph 23 are denied. By way of further answer, Hari
Ram is in default of the Note, as more thoroughly set forth in Paragraph 11 above. As a result of
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BUSINESS#2010290 v.2
Hari Ram's default under the Note, the Defendant is in default of his obligations under the
Guaranty.
24. Admitted only that the Guaranty relates to the Hari Ram Note, and that Magnolia
is entitled to enter judgment on the Guaranty upon the occurrence of an event of default under
the Hari Ram Note. The balance of the averments of Paragraph 24 constitute conclusions of law
to which no response is required, and to the extent they are deemed to be factual in nature, they
are denied.
25. Denied. By way of further answer, Hari Ram is in default of the Hari Ram Note,
as more thoroughly set forth in Paragraph 11 above, and contrary to the Defendant's assertions,
each of the 2008 Mortgages contains an affirmative promise to pay the Gurugovind Notes.
26. Denied. Paragraph 26 contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. By way of further
answer, the warrant of attorney contained in the Guaranty expressly authorizes an attorney's
commission of 10% of the unpaid principal balance of the Hari Ram Note. See id., Ex. D. at 3.
Pennsylvania courts have upheld attorneys' commissions in excess of 10% in connection with
confessed judgments. See e.g. RAIT Partnership, L.P. v. E. Point Properties, Ltd. 957 A.2d
1275, 1279 (Pa Super. Ct. 2008) (upholding 15% attorneys' fee provision in warrant of attorney).
Additionally, even if the court finds that the fees are excessive, the proper remedy is to modify,
not strike or open, the Judgment. See e.g., Dollar Bank, Fed. Say. Bank v. Northwood Cheese
Co., 637 A.2d 309, 313-14 (Pa. Super. 1994); see also Colony Federal Say. And Loan Ass'n v.
Beaver Valley Engineering Supplies Co., 631 A.2d 343, 346-47 (Pa. Super. Ct. 1976) (proper
remedy for judgment entered in an amount greater than appropriate is to modify the judgment,
not strike it).
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27. The averments of Paragraph 27 constitute conclusions of law to which no
response is required.
28. No response is required to the averments of Paragraph 28.
29. The averments of Paragraph 29 constitute conclusions of law and legal citations to
which no response is required.
30. The averments of Paragraph 30 constitute conclusions of law and legal citations to
which no response is required.
31. Admitted.
32. Denied. Each of the 2008 Mortgages contains an affirmative promise to pay the
Gurugovind Notes, as set forth in greater detail in Paragraph 11 above. See Complaint, Ex. E at
7, 17. Further, the Hari Ram Note provides that Hari Ram will be in default of its obligations to
Magnolia in the event that Hari Ram fails to comply with "any other agreement or loan [Hari
Ram] has with [Magnolia]." See id., Ex. B at 1. Pursuant to the Guaranty, the Defendant has
guaranteed the payment of the Hari Ram Note. See id., Ex. D at 1. As such Hari Ram is in
default under the Hari Ram Note, and the Defendant is in default under the Guaranty.
33. The averments of Paragraph 33 constitute conclusions of law and legal citations to
which no response is required. By way of further answer, Magnolia has confessed judgment
against the Defendant for a breach of the Guaranty, not the Hari Ram Note or the Gurugovind
Notes, and the Defendant is a party to the Guaranty.
34. Denied. Magnolia concedes that the Defendant is not a party to the Gurugovind
Notes; however, Magnolia has confessed judgment under the Guaranty, not the Gurugovind
Notes or the Hari Ram Note. The warrant of attorney contained in the Guaranty clearly
authorizes the Defendant to enter judgment against Defendant upon an the occurrence of an
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event of default thereunder. The Defendant is in default of its obligations under the Guaranty as
a result of Hari Ram's default under the Hari Ram Note, as set forth in greater detail in
Paragraph 11 above.
35. The averments of Paragraph 35 constitute conclusions of law and legal citations
to which no response is required, and to the extent they are deemed to be factual in nature, they
are denied. By way of further answer, the Defendant has admittedly guaranteed Hari Ram's
obligations under the Hari Ram Note, and the express provisions of the loan documents attached
to the Complaint support the conclusion that Hari Ram is in default of its obligations under the
Hari Ram Note, as set forth in greater detail above.
36. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. By way of further
answer, each of the 2008 Mortgages contains an affirmative promise to pay the Gurugovind
Notes. Furthermore, Pennsylvania law allows a mortgage to be created without any
accompanying personal obligation or evidence of indebtedness of the mortgagor. See, e.g.,
Easton Theatres, Inc. v. Wells Fargo Land and Mortg. Co., Inc., 449 A.2d 1372, 1375 (Pa.
1982); Girard Trust v. City of Philadelphia, 87 A.2d 277, 279 (Pa. 1952) ("there may be
mortgages not accompanied by any other evidence of indebtedness but which constitute in and of
themselves both the obligation and the conveyance of the property intended to secure it"); In re
Hartje's Estate 28 A.2d 908 at 910 (Pa. 1942); Baum v. Tomkin, 1 A. 535, 537 (Pa. 1885)
(mortgages may be "a naked, simple form of a mere mortgage, given for the purpose . . . of
securing the debt of a third person"); Marques v. Bank of America, N.A. 2008 WL 4286998 at *9
(Bankr. E.D. Pa. 2008, Adv. No. 07-0207); Farris v. Jefferson Bank, 194 B.R. 931 at 939
(Bankr. E.D. Pa. 1996); In re Morrison, 59 B.R. 586, 590 (Bankr. E.D. Pa. 1987).
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37. Denied. By way of further answer, the entry of judgment against the Defendant is
specifically authorized by the Guaranty. See Complaint, Ex. D. at 3.
38. No response is required to the averments of Paragraph 38.
39. The averments of Paragraph 39 constitute legal citations and conclusions of law to
which no response is required.
40. Denied.
41. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. By way of further
answer, the warrant of attorney contained in the Guaranty expressly authorizes an attorney's
commission of 10% of the unpaid principal balance of the Hari Ram Note. Pennsylvania courts
have not hesitated to uphold an attorney's fee as high as 15% when such fee is provided for in
the warrant of attorney. See e.g., BAIT Partnership, LP v. E. Point Properties I, Ltd., 957 A.2d
1275, 1279 (Pa. Super. 2008) (upholding 15% attorney's provision in warrant of attorney);
Dollar Bank, Fed. Say. Bank v. Northwood Cheese Co. Inc., 637 A.2d 309, 313-14 (Pa. Super.
1994) (same). Magnolia has expressly adhered to the requirements of the warrant of attorney,
and no meritorious defense to the attorney's commission included in the judgment amount has
been presented.
42. Denied. Defendant's Petition does not set forth any meritorious defenses to the
entry of Judgment; hence, the Petition should be denied.
43. No response is required to the averments of Paragraph 43.
44. Admitted.
45. Denied. Defendant's Petition does not set forth any meritorious defenses to the
entry of Judgment; hence, the Petition should be denied.
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46. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. While a stay has
already been ordered, Defendant has failed to present prima facie grounds for relief and has, in
fact, presented only meritless and frivolous arguments in support of its Petition. Thus, the stay
should be lifted. If this Court elects to continue to impose a stay of execution, however, it is
respectfully requested that the Court require Defendant to post a bond in the amount of 150% of
the amount of the Judgment in order to protect Plaintiff's interests.
47. Denied. This paragraph contains conclusions of law to which no response is
required. To the extent these averments are factual in nature, they are denied. While a stay has
already been ordered, Defendant has failed to present prima facie grounds for relief and has, in
fact, presented only meritless and frivolous arguments in support of its Petition. Thus, the stay
should be lifted. If this Court elects to continue to impose a stay of execution, however, it is
respectfully requested that the Court require Defendant to post a bond in the amount of 150% of
the amount of the Judgment in order to protect Plaintiff's interests.
WHEREFORE, it is respectfully requested that the Court enter an order denying the
Petition in full.
STRADLEY RONON STEVENS & YOUNG, LLP
January 1,‘ , 2014 By: k'^'\ (
Gretchen'antamour, Esquire
Steven J. White, Esquire
2600 One Commerce Square
Philadelphia, PA 19103
Tel. (215) 564-8000
Fax (215) 564-8120
Attorneys for Plaintiff Magnolia Portfolio
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CERTIFICATE OF SERVICE
I, Steven J. White, hereby certify that on January 16, 2014, I caused a true and
correct copy of the foregoing Answer of Magnolia Portfolio, LLC to the Petition to Strike, or, in
the Alternative, to Open Judgment and Request for Stay of Proceedings to be served upon the
following parties via first class, U.S. mail, postage prepaid, and electronic mail:
Robert E. Chernicoff, Esquire Gina L. Lauffer, Esquire
CUNNINGHAM & CHERNICOFF, P.C. CUNNINGHAM & CHERNICOFF, P.C.
2230 North Second Street 2230 North Second Street
Harrisburg, PA 17110 Harrisburg, PA 17110
rec @cclawpc.coln glauffer @cclawpc.com
S- (A)
Steven J. White, Esquire
Attorney for Plaintiff
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MAGNOLIA PORTFOLIO LLC, .
As Assignee of Orrstown Bank, .
Plaintiff
vs.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
NO. 2013-7048 CIVIL
KANJIBHAI R. PATEL,
Defendant
IN RE: DEFENDANT'S PETITION TO STRIKE OR, IN THE ALTERNATIVE, TO
OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS
ORDER
AND NOW, this 17 day of May, 2014, the Petition of the Defendant to Strike
or, in the Alternative, to Open Judgment and to Stay Proceedings is DENIED.
BY THE COURT,
Zteven J. White, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
For the Plaintiff
,/Robert E. Chernicoff, Esquire
2320 North Second Street
Harrisburg, PA 17110
For the Defendant
:rim