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THE IPRMTHONO
201 SEP -8 PM 12
IN THE COURT OF COMMON PLEASCUMBERLAND COUNTY
CUMBERLAND COUNTY, PENNSYLVANIA P E N N S Y LVA N I A
MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liability company, assignee of CIVIL ACTION - LAW
Orrstown Bank _
Plaintiff, NO. 14- 5o135 01V t I�Err�
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a
PAUL J. SOPENSKY,
Defendants.
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the aforesaid Note and Guaranties, copies of which
are attached to the Complaint filed in this action, I appear for the Defendants and confess
judgment in favor of Plaintiff and against Defendants as follows:
COUNT I:
Principal $ 3,645,091.10
Interest through 5/29/2014 $ 11,001.11
Default Interest $ 84,824.66
Other Fees $ 92,058.20
Attorneys' Fees & Costs $ 374,091.68
(10% of Principal &Accrued Interest)
TOTAL $4,207,066.75
plus interest on the principal sum ($3,645,091.10) from May 30, 2014, at the rate of$658.14 per
diem.
(� 0-w 8,9
�#31(3'170
COUNT II:
Principal $ 49,986.39
Interest through 5/30/2014 $ 279.78
Late Charges $ 200.00
Other Fees $ 67,398.66
Attorney's Fees & Costs $ 5,026.61
(10% of Principal & Interest)
TOTAL $ 122,891.44
plus interest on the principal sum ($49,986.39) from May 31, 2014, at the rate of$4.51 per diem.
COUNT III:
Other Fees $ 6,377.73
Attorney's Fees & Costs $ 500.00
TOTAL $ 6,877.73
COUNT IV:
Other Fees $ 3,118.50
Attorney's Fees & Costs $ 500.00
TOTAL $3,618.50
GRAND TOTAL: $ 4,340,454.42
JSDC LAW OFFI ES
Date: September 5, 2014 BY:
Sco . Dietteri , �jire
PA . . #55650
James D. Young, Esquire
PA I.D. #53904
PRO HAC VICE
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
MAGNOLIA PORTFOLIO, LLC, CIVIL DIVISION
a Delaware limited liability company,
assignee of Orrstown Bank, ;
Plaintiff, NO.: jq - S�3S �jVl� "n'►
vs.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a
PAUL J. SOPENSKY, ;
TYPE OF PLEADING:
Defendants. CIVIL ACTION- COMPLAINT IN
CONFESSION OF JUDGMENT
FILED ON BEHALF OF:
Magnolia Portfolio, LLC
assignee of Orrstown Bank, a
Delaware limited liability company,
Plaintiff
COUNSEL OF RECORD FOR
THIS PARTY:
Scott A. Dietterick, Esquire
ATTVRNEY FO TIFF Pa. I.D. #55650
James D. Young, Esquire
I HEREBY CERTIFY THAT THE ADDRESS Pa. I.D. #530904
OF THE PLAINTIFF IS:
4675 MacArthur Court,Suite 1550 JSDC LAW OFFICES
Newport Beach,CA 92660 P.O. Box 650
AND THE DEFENDANTS: Hershey,PA 17033
(717) 533-3280
30 E.Maplewood Avenue,Mechanicsburg,PA 17055
qA IFTIEFF
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,PENNSYLVANIA,
MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liability company, assignee of CIVIL ACTION - LAW
Orrstown Bank
Plaintiff, NO.
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a
PAUL J. SOPENSKY, :
Defendants.
CIVIL ACTION—COMPLAINT IN CONFESSION OF JUDGMENT
And now comes Magnolia Portfolio, LLC, a Delaware limited liability company,
assignee of Orrstown Bank,by its attorneys,JSDC Law Offices, and files this Complaint in
Confession of Judgment as follows:
1. Magnolia Portfolio, LLC,Assignee of Orrstown Bank is a Delaware Limited
Liability Company which has a principal place of business at 4675 MacArthur Court, Suite 1550,
Newport Beach, CA 92660.
2. Defendant, Chestnut St Townhouses, LLC ("Chestnut Street"), is a limited
liability company organized under the laws of the Commonwealth of Pennsylvania, with a
registered address of 30 E. Maplewood Avenue, Mechanicsburg, Cumberland County,
Pennsylvania 17055.
3. Defendant, P. John Sopensky a/k/a Paul J. Sopensky ("Sopensky" and collectively
referred to with"Chestnut Street"as the "Defendants"), is an adult individual with an address of
30 East Maplewood Avenue, Mechanicsburg;Cumberland County, Pennsylvania 17055.
("Sopensky $4 Million Guaranty"), which Sopensky$4 Million Guaranty authorized a
confession of judgment against Sopensky. A true and correct copy of said Sopensky$4 Million
Guaranty is marked Exhibit`B", attached hereto and made a part hereof.
10. By Assignment of Security Documents, dated February 5, 2013, Orrstown Bank
assigned all its right, title and interest in the security documents for the $4 Million Note,
including the Sopensky$4 Million Guaranty to Plaintiff. A true and correct copy of said
Assignment is marked Exhibit"C", attached hereto and made a part hereof.
11. Neither the$4 Million Note nor the Sopensky$4 Million Guaranty has been
released.
12. Judgment has not been entered against the Defendants on either the $4 Million
Note or the Sopensky$4 Million Guaranty, in any jurisdiction.
13. Defendants are in default under the aforesaid$4 Million Note and Sopensky$4
Million Guaranty for, inter alia, failure to pay real estate taxes as required under certain security
documents for the $4 Million Note and the balance of principal and interest as demanded by
Plaintiff.
14. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
15. The itemization of the amount due, including interest and attorneys' fees as
authorized by the$4 Million Note and Sopensky$4 Million Guaranty, is as follows:
Principal $ 3,645,091.10
Interest through 5/29/2014 $ 11,001.11
Default Interest $ 84,824.66
Other Fees $ 92,058.20
Attorneys' Fees & Costs $ 374,091.68
(10% of Principal &Accrued Interest)
TOTAL $4,207,066.75
plus interest on the principal sum ($3,645,091.10) from May 30, 2014, at the rate of$658.14 per
diem.
WHEREFORE, Plaintiff as authorized by the $4 Million Note and Sopensky$4 Million
Guaranty, demands judgment against the Defendants in the amount of$4,207,066.75, with
interest on the principal sum ($3,645,091.10) from May 30, 2014, at the rate of$658.14 per
diem.
COUNT II
CONFESSION OF JUDGMENT OF THE $50,000.00 NOTE
AND GUARANTY DATED MARCH 29,2005
16. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through
15 of the Complaint as if set forth fully herein.
17. On or about March 29, 2005, Chestnut Street, executed and delivered a certain
Promissory Note in favor of Orrstown Bank in the original principal amount of$50,000.00
("$50K Note"), which$50K Note authorized a confession of judgment against Chestnut Street.
A true and correct copy of said $50K Note is marked Exhibit"D", attached hereto and made a
part hereof.
18. On or about March 29, 2005, Sopensky, as a member of Chestnut Street, executed
and delivered a certain Commercial Guaranty in favor of Orrstown Bank, unconditionally
guarantying and becoming surety for Chestnut Street's obligations under the $50K Note
("Sopensky$50K Guaranty"), which Sopensky$50K Guaranty authorized a confession of
judgment against Sopensky. A true and correct copy of said Sopensky$50K Guaranty is marked
Exhibit"E", attached hereto and made a part hereof.
19. By Assignment of Security Documents, dated February 5, 2013, Orrstown Bank
assigned all its right, title and interest in the security documents for the $50K Note, including the
Sopensky$50K Guaranty to Plaintiff. A true and correct copy of said Assignment is marked
Exhibit"F", attached hereto and made a part hereof.
20. Neither the $50K Note nor the Sopensky$50K Guaranty has been released.
21. Judgment has not been entered against the Defendants on either the $50K Note or
the Sopensky$50K Guaranty, in any jurisdiction.
22. Defendants are in default under the aforesaid $50K Note and Sopensky$50K
Guaranty for, inter alia, failure to pay real estate taxes as required under certain security
documents for the $50K Note and the balance of principal and interest as demanded by Plaintiff.
23. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
24. The itemization of the amount due, including interest and attorneys' fees as
authorized by the$50K Note and the Sopensky$50K Guaranty, is as follows:
Principal $ 49,986.39
Interest through 5/30/2014 $ 279.78
Late Charges $ 200.00
Other Fees $ 67,398.66
Attorney's Fees & Costs $ 5,026.61
(10% of Principal & Interest)
TOTAL $ 122,891.44
plus interest on the principal sum ($49,986.39) from May 31, 2014, at the rate of$4.51 per diem.
WHEREFORE, Plaintiff as authorized by the$50K Note and the Sopensky$50K
Guaranty, demands judgment against the Defendants in the amount of$122,891.44 with interest
on the principal sum ($49,986.39) from May 31, 2014, at the rate of$4.51 per diem.
COUNT III
CONFESSION OF JUDGMENT OF THE $41,647.10 NOTE
AND GUARANTY DATED MAY 17,2004
25. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through
24 of the Complaint as if set forth fully herein.
26. On or about May 17, 2004, Chestnut Street, executed and delivered a certain
Promissory Note in favor of Orrstown Bank in the original principal amount of$41,647.10
("$41K Note"),which$41K Note authorized a confession of judgment against Chestnut Street.
A true and correct copy of said $41K Note is marked Exhibit"G", attached hereto and made a
part hereof.
27. On or about May 17, 2004, Sopensky, as a member of Chestnut Street, executed
and delivered a certain Commercial Guaranty in favor of Orrstown Bank, unconditionally
guarantying and becoming surety for Chestnut Street's obligations under the $41K Note
("Sopensky$41K Guaranty"), which Sopensky $41K Guaranty authorized a confession of
judgment against Sopensky. A true and correct copy of said Sopensky$41K Guaranty is marked
Exhibit"H", attached hereto and made a part hereof.
28. By Assignment of Security Documents, dated February 5, 2013, Orrstown Bank
assigned all its right,title and interest in the security documents for the$41 K Note, including the
Sopensky$41K Guaranty to Plaintiff. A true and correct copy of said Assignment is marked
Exhibit"I", attached hereto and made a part hereof.
29. Neither the $41K Note nor the Sopensky$41K Guaranty has been released.
30. Judgment has not been entered against the Defendants on either the $41K Note or
the Sopensky$41K Guaranty, in any jurisdiction.
31. Defendants are in default under the aforesaid $41K Note and Sopensky$41K
Guaranty for, inter alia, failure to pay real estate taxes as required under certain security
documents for the$41 K Note.
32. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
33. The itemization of the amount due, including interest and attorneys' fees as
authorized by the$41K Note and the Sopensky$41K Guaranty, is as follows:
Other Fees $ 6,377.73
Attorney's Fees & Costs $ 500.00
TOTAL $ 6,877.73
WHEREFORE, Plaintiff as authorized by the$41 K Note and the Sopensky$41 K
Guaranty, demands judgment against the Defendants in the amount of$6,877.73.
COUNT IV
CONFESSION OF JUDGMENT OF THE $11,767.80 NOTE
AND GUARANTY DATED NOVEMBER 7, 2006
34. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through
33 of the Complaint as if set forth fully herein.
35. On or about November 7, 2006, Chestnut Street, executed and delivered a certain
Promissory Note in favor of Orrstown Bank in the original principal amount of$11,767.80
("$11K Note"), which $11K Note authorized a confession of judgment against Chestnut Street.
A true and correct copy of said $11K Note is marked Exhibit"J", attached hereto and made a
part hereof.
36. On or about November 7, 2006, Sopensky, as a member of Chestnut Street,
executed and delivered a certain Commercial Guaranty in favor of Orrstown Bank,
unconditionally guarantying and becoming surety for Chestnut Street's obligations under the
$11 K Note ("S opensky $11 K Guaranty"), which S opensky$11 K Guaranty authorized a
confession of judgment against Sopensky. A true and correct copy of said Sopensky$11K
Guaranty is marked Exhibit"K", attached hereto and made a part hereof.
37. By Assignment of Security Documents, dated February 5, 2013, Orrstown Bank
assigned all its right, title and interest in the security documents for the $11 K Note, including the
Sopensky$11K Guaranty to Plaintiff. A true and correct copy of said Assignment is marked
Exhibit'T", attached hereto and made a part hereof
38. Neither the $11K Note nor the Sopensky$11K Guaranty has been released.
39. Judgment has not been entered against the Defendants on either the $11K Note or
the Sopensky$11 K Guaranty, in any jurisdiction.
40. Defendants are in default under the aforesaid $11 K Note and Sopensky$11 K
Guaranty for, inter alia, failure to pay real estate taxes as required under certain security
documents for the $11 K Note.
41. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
42. The itemization of the amount due, including interest and attorneys' fees as
authorized by the $11 K Note and the Sopensky$11 K Guaranty, is as follows:
Other Fees $ 3,118.50
Attorney's Fees & Costs $ 500.00
TOTAL $3,618.50
WHEREFORE, Plaintiff as authorized by the $11 K Note and the Sopensky$11 K
Guaranty, demands judgment against the Defendants in the amount of$3,618.50.
WHEREFORE, Plaintiff as authorized by the$4 Million Note, the Sopensky$4 Million
Guaranty,the$50K Note, the Sopensky$50K Guaranty, the$41K Note, the Sopensky$41K
Guaranty, the $11 K Note and the Sopensky$11 K Guaranty, demands judgment against the
Defendants in the grand total amount of$4,340,454.42,with interest on the principal sums from
May 31, 2014 at the contractual rates.
JS LAW F ICES
Date: September 5, 2014 BY:
Sco A. Dietteri , Es ire
PA I.D. #55650
James D. Young, Esquire
PA I.D. #53904
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
Attorneys for Plaintiff
THIS IS AN ATTEMPT TO COLLECT A DEBT,AND ANY INFORMATION
OBTAINED WILL BE USED FOR THAT PURPOSE.
EXHIBIT "A"
`f -
�� PR*I.SSORY NOTE
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References in the boxes above are for Lender's use onlyy and'do not Omit the applicability of this document to any particular.loan or item.
Any item above containing” has been omitted due to text length limitations.
Borrower: Chestnut St Townhouses.LJV(TIN: Lender: ORRSTOWN BANK
30 E Maplewood Avenue }. SILVER SPRING OFFICE
Mechanicsburg.PA 17055 77 EAST KING STREET
J P O BOX 250
" SHIPPENSBURG.PA 17257
Principal Amount: $4,313,132.00 Initial Rate: 5.250% Data of Note: March 28, 2008
Maturity Date: March 28.2028
PROMISE TO PAY. Chestnut St Townhouses:LLC('Borrower')promises to pay to ORRSTOWN BANK PLender"L or order.in lawful money of
the United States of America,the principal amount of Four Minion Three Hundred Thirteen Thousand One Hundred Thirty-two&00/100 Dollars
($4.313.132.00),together with interest on the unpaid principalbalancefrom March 28.2008.until paid in full.
PAYMENT. Borrower will pay this loan in full immediately upon Lenders 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:
239 monthly principal and interest payments in the amount of $26.695.69, beginning April X28. 2008, with Interest calculated on the
unpaid principal balance at an interest rate based on the WALL STREET JOURNAL PRIME(currently 5.25%)plus 0.25%.but not to exceed
6.75%nor fall below 5.50%resulting in an initial interest late of 5.50%:beginhing March 28.•2013 with interest calculated on the unpaid
principal balances at an interest rate based on the WALL STREET JOURNAL PRIME-(arrrentiy 5.25%)plus 0.25%:and one principal and
interest payment of$1.421.452.65 on March 28.2028.
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 collectioncosts. 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 WIN 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 necessarly 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 then each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 5.250% per annum. The interest rate to be applied to the unpaid principal
balance during this Note will be at a rate equal to the Index.resulting in an initial rate of 5.250%per annum. NOTICE: Under no circumstances
will the interest rate on this Note be more than the maximum rate slowed 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 data. (B) increase Borrower's payments to cover accruing interest. (C) increase the number of Borrower's payments.
and (D) continue Borrower's payments at the same amount and Increase Borrower's final payment.
PREPAYMENT PENALTY. Upon prepayment of this Note.Lender is entitled to the following prepayment penalty: Should Borrower prepay all or
any amount of principal during the next five (5) years. the Borrower shall be assessed against the amount prepaid. a five percent (5.00%)
prepayment penalty. The assessment percentage shall decrease one percent (1.00%) per annum to per. 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'thsn 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.Q.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 shell 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. 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.
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.
40
PROMISSORY #E
Loan N (Continued)
Page 2
the appointment of a receiver for any part of Borrower's progeny,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 Forfeltiive 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 ban.
This Includes a garnishment of any of Borrowers accounts, including deposit accounts, with Lender. However,this Event of Default shah '
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 lf Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender montes 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 0 2) months, it may be cured If Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen 05)days;or (2) if the cure requires more than fifteen (15)
days, Immediately Initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Note and all accrued unpaid Interest immediately due,and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone-eise to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes,subject to any limits under applicable law, Lenders reasonable attorneys'fees and Lender's legal expenses,
whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction),and appeals. If not prohibited by applicable law,Borrower also will pay any court costs,in addition to
all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to ally 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 Borrowers 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 Mongage dated March 28,2008,to Lender on real property described as'Real Property located at 105, 111, 119, 125, 127, 129,
17 South Chestnut Street, Mechanicsburg,PA 17055, 11 S. Chestnut Street and 11 S.Chestnut St Rear, Mechanicsburg, PA 17055 and
Bonny Brook Mobile Home Park, 75 Sonny Brook Rd, Carlisle, PA 17013' 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 105, 111, 119,125, 127, 129, 17 South
Chestnut Street, Mechanicsburg, PA 17055, 11 S. Chestnut Street and 11 S. Chestnut St Rear, Mechanicsburg, PA 17055 and Sonny
Brook Mobile Home Park,75 Bonny Brook Rd,Carlisle,PA 17013'and located in Cumberland County,Commonwealth of Pennsylvania.
(C) a Mortgage dated March 28, 2008, to Lender on red property described as "Real Property located at 1005-1010 Flowers Lane and
1205 Valley Road,Marysville,PA 17053"and located In Rye Township, Perry County,Commonwealth of Pennsylvania.
(D) an Assignment of AM Rents to Lender on real property described as "Real Property located at 1005.1010 Flowers Lane and 1205
Valley Road,Marysville,PA 17053"and located in Rye Township,Perry County,Commonwealth of Pennsylvania.
(E) a Mortgage dated March 28, 2008,to Lender on red property described as"Real Property located at Ecko Village Apartments, Clifton
Heights Rd,Hummelstown,PA 17036"and located in Derry Township,Dauphin County,Commonwealth of Pennsylvania.
(F7 an Assignment of All Rents to Lender on red property described as"Real Property located at Ecko Village Apartments, Clifton Heights
Rd,Hummelstown,PA 17036"and located in Derry Township,Dauphin County,Commonwealth of Pennsylvania.
Phis
TY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further
concerningon requirement is set forth In the 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.
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 Lenders 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). .
SUCCESSOR INTERESTS. The terns 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 inaccurecy(ies)should be sent to
POWISSORY NOTE
Loan No: (Continued) U' v
- Page 3
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 Mote without losing them. Borrower and any other person
who signs, guarantees or endorses this Mote,to the extent allowed by laws 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, tfb parry who signs this Note,whether as maker,
(repeatedly and for any length of time)this loan or release parties agree that Lender may renew or extend
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 AUTf-IORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY-COURT IN THS'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 OFTEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN.•F)VE HUNDRED DOLLARS (4500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR$O 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:
CH ES UT ST TOWN SES,LLC
may `.'" n•S2:•>:fa:'•q"a>:K' :a,.�.,+y,;ty«rriy. ..
n :•£' .i-. i•T:rij•".•.•J'\K:i>•E}};......i<:?%S'c:.�..s {3t.�>i��_J
By: •:"... .�'v t- >¢�y37C a?f . Y }"fiY:ri sb si�li
P. Jo. opens Mem or of stmt St
Townhouses,LLC
iASER RW IM:faB.rir ii1.00.005 0e9,lyy,d►atMehlBNefon i:C.1897 1006 A981abMwrp• IA a+1MRSOMM M13119 NN .
DISCLO KINCONFESSION OF JWOME10
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.
Declarant: Chestnut St Townhbuses.LLC jT1 Lander: ORRSTOWN BANK
30 E Maplewood Avenue SILVER SPRING OFFICE
Mechanicsburg.PA 17055 77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG.PA 17257
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT. THIS Coco DAY OF /*t4A*#VA 20p&. A
PROMISSORY NOTE FOR$4.313,132.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE. WITHOUT ADVANCE NOTICE TO
DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING
THE NOTE. BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF
ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE. THE UNDERSIGNED, ON
BEHALF OF THE DECLARANT,IS KNOWINGLY. INTELLIGENTLY,AND VOLUNTARILY WAIVING THESE RIGHTS,INCLUDING ANY RIGHT TO
ADVANCE NOTICE OF THE ENTRY OF JUDGMENT;AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING
JUINI= JUDGMENT PROVISION.
E:jMV RANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JU M OVISI .
B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST
DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS
LANGUAGE THAT WOULD PERMIT LENDER.AFTER ENTRY OF JUDGMENT,AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING.TO
EXECUTE ON THE JUDGMENT BY FORECLOSING UPON. ATTACHING. LEVYING ON. TAKING POSSESSION OF OR OTHERWISE SEIZING
DECLARANT'S PROPERTY. IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING.FULLY AWARE OF
DECLARANT'S. RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT,THE UNDERSIGNED, ON BEHALF OF THE DECLARANT.IS KNOWINGLY.INTELLIGENTLY AND VOLUNTARILY WANING THESE
RIGHTS. AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN
ANY MANNER BY BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE.
INITIALS:
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH
STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT:IN L DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
NOTE.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO
DECLARANT'S ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
CHESTNUT ST TO HOUSES,LLC
M
ev Sean
P 'Jotih Sopensky, Me
a of Chestnut St
Townhouses,LLC
L-Mff*L-M*-VW.9.0400=C— Mft.ft--& -PA eCMVUWAC 1.1910 Ali
EXHIBIT "B"
OMIRCIAL GUARANTY
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-
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..�:., ...�,s,•a. a;..,n,,,,.s ra•.;xan„tw::z!r'�!:;a•,�i;�i'....",�::.
^'^.ca -g*.3' :.�iv!!!a�!!..^,,.uxixex:ax:_r:xta +�x..!»rxrr;>rrtx `• a; . :: �:,..n..,;.,.::•n�n:•„•.:•.:.:._ ""'..._
References in the boxes above are for Lender's use only.and do not limit the applicability of tins document to any particular loan or item.
Any item above containing"••'”has been omitted due to text length limitations.
Borrower: Chesmut St Townhouses,LLC(TI Lender: ORRSTOWN BANK
30 E Maplewood Avenue SILVER SPRING OFFICE
Mechanicsburg,PA 17055 77 FAST KiNG STREET
P 0 BOX 250
SHIPPENSBURG,PA 17257
Guarantor: P.John Sopensky ISSN:
30 E Maplewood Avenue
Mechanicsburg,PA 17055
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,Guarantor absolutely and unconditionally guarantees
full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's
obligations under the Note and the Related Documents. This Is a guaranty of payment and-performance and not of collection, so Lender can
enforce this Guaranty against Guarantor even when Lender has-not exhausted Lender's remedies against anyone else obligated to pay the
Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make
any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or
deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word'Indebtedness'as used In this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid 'interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys'fees,arising from any and all debts,liabilities and obligations that Borrower individually or collectively or interchangeably with others,
owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and
substitutions of the Note and Related Documents.
If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor, Lender's rights under an guaranties
shall be cumulative. This Guaranty shall rat (unless specifically provided below to the contrary)affect or invalidate any such other guaranties.
Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any
notice to Guarantor or to Borrower,and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and
all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any
other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or
more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTIjORiZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, frown 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 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 then the
original loan term; IC) 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 Borrowers sureties,endorsers,or other guarantors on any terms or in,any manner
Lender may choose; (E) 'to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to
apply such security and direct the order or manner of sate thereof,including without limitation,any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell,transfer,assign or grant participations in
all or any part of the Indebtedness;and (H) to.assign or transfer this Guaranty In whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; iB) this Guaranty is
executed at Borrower's request and rat 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 resulin 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
or any interest therein; (F) upon
Guarantor's assets, Lender's request,Guarantor will provide to Lender financial and credit information in form
on which currently has been,and all future financial information which will be provided to
acceptable to Lender, and all such financial informati
Lender is and will'be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material-adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation, claim, investigation,administrative proceeding or similar action(including those for unpaid taxes) against Guarantor Is pending or
.threatened; 11) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way,affect Guarantor's risks under this
Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by
Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending
money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety, endorser, or other guarantor In connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,including Borrower or any other guarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Bower, any
security held other u arantorLender from other Person;Borrower or to c(F) to wive
notice of the terms,time,and place of any public or private sale of personal property
ith
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.
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral Including, but not limited to,any rights or
defenses arising by reason of (A) any 'one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any
VO
COMMERCIAL GU*NTY
Loan No: (Continued) per® 2.
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; (e) any election of remedies by Lender which destroys or otherwise adversely effects
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, 'd at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower,
whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower,the Guarantor,or both.
GUARANTOR'S.UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above Is
made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be
effective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves aright of setoff In all Guarantor's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be
prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds If there is a default, and Lender
may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created,shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment in
legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees,and Lender is hereby authorized, in the name of Guarantor,from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender duns necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees:
Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable
attorney' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay
someone else to help enforce this Guaranty,and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses
include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit,including reasonable attorneys'fees and
legal expenses for bankruptcy proceedings Gnduding efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the
court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to interpret the.terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
claims,damages,and costs(including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties,representations and agreements of this paragraph.
Interpretation. In all cases where there Is more than one Borrower or Guarantor,then all words used In this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words 'Borrower" and 'Guarantor"
respectively shall mean all and any one or more of them. The words"Guarantor," "Borrower,"and"Lender'include the heirs,successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced,that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a.provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations,partnerships, limited liability companies,or similar entities,it is not necessary for Lender to inquire
into the powers of Borrower or-Guarantor or of the officers,directors, partners, managers, or other agents acting or purporting to act on
their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shell be given In writing, and
shall be effective when actually delivered, when actually received by telefacsimile(unless otherwise required by law),when deposited with
a nationally recognized overnight courier, or, if mailed,when deposited in the United States mail, as first class,certified or registered mail
postage prepaid,directed to the addresses shown near the beglming of this Guaranty. Any-party may change its address for notices under
this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address.
For notice purposes,Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by
applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all
r CpRCIAL GUARANTY i
(Continued) Page 3
Loafs No:
Guarantors.
No Wenrer by Lander. Lender shall not be deemed to have waived arty rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or s right
omission on the part of Lender in exercisingorryright titutena waver of Lendeoperate as a waiver
arright otherwise to demand of uch or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice
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,shad constitute a waiver of arty of Lenderi gherrting of tt consent by Lender in any instance shy of Guarantor's obligations as to any all not constitute
Whenever the consent of Lender is required under this Guaranty,
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.
shall be binding upon Guarantor, and upon Guarantor's heirs, personal
Successors and Assigns. The terms of this Guaranty
representatives,successors,and assigns, and shall be enforceable by Lender and its successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meaningsyof the United States of America.UWords and terms
nless i
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money
used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise
defined in this Guaranty shall have the meanings attributed to such terms in the Unitorm Commercial Code:
rs and co-makers signing the Note and all
Borrower. The word "Borrower means Chestnut St Townhouses, LLC and includes all co-signe
their successors and assigns.
Guarantor. The word"Guarantor" means everyone signing this Guaranty,including without limitation P.John Sopensky, and in each case,
any signer's successors and assigns.
Guaranty. The word"Guaranty" means this guaranty from Guarantor to Lender. in this Guaranty.
Indebtedness. The word'Indebtedness'means Borrower's indebtedness to Lender as more particularly-described
Lender. The word"Lender"means ORRSTOWN BANK, its successors and assigns. amount of $4,313,132.00 from
Note. The word "Note' means the promissory note dated March 28, 2008, In the original principal
Borrower to Lender,together wlth all renewals of, extensions of, modifications of,refinancings of, consolidations of, and substitutions for
the promissory note or agreement.
mean all promissory notes, credit agreements, loanaa
vironmental
Related Documents. The words "Related Documents" instruments,
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, all other
agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness.
OR THE
CONFESSION OF JUDGMENT. ANGUARANTR HEREBY IRREVOCABLYY COURTOINTHE COMMONWEALTH OFAPEN SYLVANIA, ORRIZES ANDEELSOEWH WERS RE A O APP ATTOR AT ANY TIME
PROTHONOTARY OR CLERK
E ENTER
FOR GUARANTOR
UARA
AFTER
GENTWOR WITHOUT COMPLAINT FILED, CONF SS OR
OR FORS THE ENTIRE PRINCIPAL BALAHEREUNDER BECOME DUE NCE OFT HITH IS GUARANTY AND ALL ACCRUED NT REST, LATE
JUDGMENT AGAINST
NG THE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED AND AN ATTORNEY' COMMISSION COLLATERAL
OR ADVANCED By LENDER OF T N PERCENT 10%) OFETHEI
OUNPAID
INDEBTEDNESS,
TOGETHER WITH COSTS OF SUIT,
PRINCIPAL BALANCE AND ACCRUED OR JUDGMENTS ONE INTEREST FO MORE EXECU COLLECTION,
ONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,
THIS GUARANTY OR
GUARANTY
ON WHICH JUDGMF AU
A COPYNOF THIS
GUARANTY
AGA[ ST GUARANTOR SHALL SHALL
NOT BE SUFFICIENT
EXHAUSTED BY ANY EXERCISE EOOF YHAT AUTHORITYGRANTED IN ,BUT SHALL
TO CO
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER HIS GUAR
GUARANTOR TOE EBY WAIVES
JUDGMENT AND STATES THATAEI HER ANTOR ARE RESN ATIVEY HAVE TO I OF LENDERPEC CE OR TO A FICALLY CALLEDHEARING IN THIS EG CONFESSION OF
CONFESSION
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDREAD ALL THE ENT LEGAL COONS
EACH
UNDERSIGNED
GEAR TO GUARANTOR STANDEDGES S THAT IS GUARANG NTY ISSEONFFECTNE UPON GUA ANTORS OF THIS GUARANTY GS EXECUTION AND
NNER SET FORTH
TERMS. IN ADDITION,
DELIVERY OF THIS
TITLED GUARANTY
TO TON ODGUARANTY'.
ARANTY T THE GUARANTY WILL CONTI FORMAL ACCEPTANCE YULENDER IS NECESSARYTERMINATED
MATHE KE THIS GUARANTY
!N THE SECTION
EFFECTIVE. THIS GUARANTY IS DATED MARCH 28,2008•
THIS GUARANTY RIGJ EN UNDESEAL
SE L AND TO LAWS INTENDED THAT HIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INS
GUARANTOR:
_ .,ca••..]„r.•rror.- 3;c'tx!:b:ES^.r'i"rc
.Sestl!
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^:. � iY.•SJ.v ,:LJ'i �,ri0"':.�d:;•%;;>:,rY\ i;:]:ta%+M'I.M�S:i:"^1 .
•.. (. t: v�rzY'�'t%;::•x;7:� ;up�i;r..c.,•.•,x;:.sr.>:..-:.
,
P.Joh: ope kY
COMMERCIAL GUANTY
Loan No: 1Continued) Page 4
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA 1
"(BIJ )SS
COUNTY OF )
Ont is,the (,J�' ' day of 1 1��Y�J' _ 20 �� ,before me
1M 0 O , the undersi ned Notary Public, personally appeared P.John Sopensky, known to.me (or satisfactorily
a $
proven) tobe the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the
purposes therein contained.
In witness whereole�v�aedmnetnf6cial�eal.
ANLota1�U1FSePa�l t�tN�YL�AN
SWA
Kartieta S.Conanett,No�aty FiabAt;
Mason Twp..O 4Notsryblfic in and for the State of
Member,Pennsyi40a Association of Notaries
��vao u^�ov.,.ss�.aaaoa ur•�e farwii awra.,uK.�aa�,moa. w ay..x....e, •r�«waunvm.Pc m.mu►�•�
I
DISCLO FO ONFESSION OF J MEP*
........ .. .._..........:�_♦{, ...._•.vc:.;......., .� ._.vv a:,,t •x..w.•.v .::w.- .6: _' :iiJ11�i a �^.CC.'m;`%': _ R'h2:""Y:i:_ Sv}Wr�__._.i.....:awn;y
k.,•::.. t#,ra, ��?T�`� Sfrfi�! ,,;w:•�:'<:-�ao-t='�, ssw:.,.•' c loan an or xitem.
s ab ..,
ove are for Lender's use only do not limit the applicability
References in the boxeof this document to any part
Any item above containing has been omitted due to text length limitations.
Borrower: Chestnut St Townhouses.LLC(TIN: 2=1� Lender ORRSTOWN BANK
30 E Maplewood Avenue SILVER SPRING OFFICE
Mechanicsburg.PA 17055 77 EAST KING STREET
P O BOX 250
SHIPPENSBURG,PA 17257
Dedarant: P.John Sopensky(SSN: 110191�
30 E Maplewood Avenue
Mechanicsburg.PA 17055
DISCLOSURE FOR CONFESSION OF JUDGMENT
1 AM EXECUTING. THIS CO '` DAY `�"' • 20 CO. A GUARANTY FOR A PROMISSORY NOTE FOR
$4,313,132.00 OBLIGATING ME TO REPAY THAT AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT
OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY.BEING FULLY AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY.I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WANING THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT. AND 1 EXPRESSLY AGREE AND CONSENT TO
LEADER'S EN G JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
: t m
INITIALS. R -. ' ate
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GONG LENDER THE RIGHT TO BATTER JUDGMENT AGAINST ME WITHOUT ADVANCE
NOTICE OR A HEARING. THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LEADER, AFTER ENTRY OF JUDGMENT. AGAIN WITHOUT ETHER ADVANCE NOTICE OR A HEARING. TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON.ATTACHING.LEVYING ON,TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY,IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY.BONG FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT. I AM KNOWINGLY. INTELLIGENTLY AND
VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE
JUDGMENT 1ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW.WITHOUT GIVING ME ANY ADVANCE NOTICE.
INITIALS: IF,
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH
STATEMENT THAT APPLIES,1 REPRESENT THAT:
IT1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
TO MY ATTENTION.
D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS$10,000:THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED
AND SIGNED IT:AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IN INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
.iTY •'n.4yi::. .:,`�•:1vry.�.w .C:� ��:i+�^..v.}::•Yid-O:^::J
_,?i•�t:;4'-a :...;p�. g,�:F"�i'; s3:`�' i�`,'ti...ara`�",`�,�'. .Sear
P.John ensky
JA6EX Oro wr(ny,Jrw.i.tl.00AOlCw..MN,nl llnw:W S.AAenJ.Maw f9l7.79 W. Atlpnr p.JMYM• •PA otCRIVtW30.FC 7p.dN8 PWt
I
EXHIBIT "C"
ASSIGNMENT OF SECURITY DOCUMENTS
ORRSTOWN B
ANK, 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 aU 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 arWor delivered in connection with
or otherwise related to the Loan.
Dated this of February,2013
ASSIGNOR
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO,LLC,a Delaware
limited liabili compaa its Attorney-in-Fact
BY:
Name: R.Patterson Jackson
Title: Authorized Signatory
AMO Ref: 2310,031
Lo=Name: CMTNUT Sr TOWNHOUSES,LLC
Umh Rd:26412SM7
EXHIBIT"A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
That certain loan dated March 28,2008,in the stated original principal amount of$4,313,132.00,
executed by Chestnut St Townhouses, LLC to Orrstown Bank, which is secured by properties
located in Cumberland County, Perry County and Dauphin County, State of Pennsylvania.
AMO Ref: 2310.054
Loan N== CHESTNUT ST TOWNHOUSES.LLC
Loan Ref.:26442809007
EXHIBIT "D"
PROMISSORY NOTE
:.,.....
,. k _
-._;..,- ti• :. , ti?+�i\,3mn�<t.,:U'f` .. t':0'T" �•., :;:itwu-�.;�•x:�;��Y`-�i,•'•.•,..tr-...•-•°;�:;;�:....::;......_..::•: .,::A�: ':gib
. -.. _, �+.t.�;c�.:.-ra.:•'::,",:.,.•_sr.-:rr::• u}gm.....`.N.�22?�.;;:�"acN;�:a\ '�b.,v:\,;;on.,�, _.._'\e:.:;�...:�:s::'r.���h r>4
References in the shaded area arefor .........». ...." :::�' �`',��.,
Lender's use only and do not limit the applicability of this document to any particular loan or item.
item above containing has been omitted due to text length limitations.
Borrower: Any
S Townhouses.LLC(TIN.
Lender: ORRSTOWN BANK
East Mapiewood Avenue SILVER SPRING OFFICE
Mechanicsburg.PA 17055 P 0 BOX 250
SHIPPENSBURG.PA 17257
Principal Amount: 550.000.00 Initial Rate: 5.750%
PROMISE TO PAY. Chestnut Street Townhouses.LLC("Borrower")promises o Date of Note: March 29, 2005
of the United States of America. on demand the pay to ORRSTOWN BANK("Lender").or order.in lawful money
outstanding. together with erica. on the u principal amount of Fifty Thousand &00/100 Dollars ($50.000.00) or so much as may be
each advance until r mid outstanding principal balance of each advance. Interest shall be calculated from the date of
repayment in of each advance.
PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. Borrower wgl pay regular'monthl
unpaid interest due as of each payment date. beginning April 29. 2005, with all subs y Payments of 811 accrued
each'month akar that. Unless otherwise agreed in required by a subsequent interest payments to be due on the same day of
then to principal:.then o applicable law. payments will be applied first to any accrued unpaid interest:
any unpaid cogection costs:and then to any late charges. 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"outatanding. Borrower will pay Lender at Le
such other place as Lender may designate in writing. rider's address shown above or at
VARIABLE INTEREST RATE.'The interest rate on this Note is subject to change from'time tD 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 o Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often then each day. Borrower understands that Lender may
make loans based on other rates as wen. The Index currently Is 5.750% per annum. The interest rats to be applied to the unpaid principal
balance of this Note wig be at a rate equal to the Index.resulting in an initial rate of 5.750%per annum.. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by applicable law.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the data of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except
aas otherwise required by law. Except for the
going, 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 Lander In writing. relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather. early
payments will reduce the principal balance due. 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 communisations-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 fug satisfaction of a disputed amount must be mailed or delivered o: ORRSTOWN BANK, P.O. BOX 250
SHIPPENSBURG. PA 17257.
LATE CHARGE. If a regularly scheduled interest payment is 16 days or more late. Borrower will be charged 5.000%of the regularly scheduled
Payment or$50.00.whichever is greater. If Lender demands payment of this loan. and Borrower does not pay the loan in fug within 16 days
attar Leader's demand. Borrower'also will be charged either 5.000%of the sum of the unpaid principal plus accrued unpaid interest or$50.00.
whichever.is greater.
INTEREST AFTER DEFAULT.. Upon default, including failure to pay upon final maturity. Lender.at its option. may, if permitted
law, increase the variable interest rate on this Note o 3.0 00 Percentageex. p Y. P under applicable
rate permitted by applicable law. If judgment Is entered Inconnectionwith this Note.Mta Interest will continue ontinua orest rate I accrue on this n not*axcegd amaximum
Note after
Judgment at the interest rate applicable to this Note at the time judgment is entered.
DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Nota:
Payment Default. Borrower fails'to make any payment when due under this Note.
Other Defaults. Borrower falls 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.
False Statements. Any warranty, representation or statement made or fumished to Lender by Borrower or.on Borrower's behalf under this
Note or the related documents is false or misleading to any material respect. elther now or at the time made or furnished or becomes false
or misleading at anytime 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 proceedmg. 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 Lander. 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 lithe 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 iia .3018 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 valldity of. or liability under, any guaranty of the indebtedness
evidenced by this Note. In the event of a death, Lender. at its option. may, but shag not be required to. permit the Guarantor's estate to
assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender. and. in doing so, cure any Event of
Default.
�. PROMISSORY NOTE f� •
(Continued{
• Page 2
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the nos act of
Performance of this Note is impaired. P P payment or
Insecurity. Lender in good faith believes.itself Insecure.
Cure Provisions. If any default. other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same•provision of this Note within the Preceding twelve 02) months. it may be cured if Borrower. after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen 0 5)days:or .(2) if the cure requires more than fifteen 0 5)
days. immediately Initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure-the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default. Lender may,'after giving such notices as required by applicable law, declare the entire unpaid principal
balance on this Note and accrued unpaid interest immediately due.and then Borrower will pay that amount.
ATTORNEYS' FEES:EXPENSES. Lender may hire or pay someone also 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 attorneys'fees and Lender's legal expenses.,whether or
not there is a lawsuit. including attorneys'fees, expenses for bankruptcy proceedings lincluding 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 thefight to any Jury trial in any action.procoodkV..or counterclaim brought
or Borrower against the other, by either Letder
RIGHT OF SETOFF. To the extent permitted by applicable law. Lender resetves 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 also 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 Lenders 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 March 29.2005. to Lender on real Property located In Cumberland County, Commonwealth of Panne1v nia.
IB) an Assignment of All Rents to Lender on real property located in Cumberland County.Commonwealth of Pennsylvania.
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 Mortgage and in the Agreement to Provide Insurance.all the terns and conditions of
which are hereby Incorporated and made a part of this Note.
LINE OF CREDIT. This Note evidences'a revolving line of credit. Advances under this Note, as well as directions for payment from Borrowers
account.maybe requested orally or in writing by Borrower or by an authorized person. Lender may.but need not. require that all oral requests
be confirmed in writing. Borrower agrees to be liable for all sums either:•(A) advanced in accordance with the Instructions of an authorized
Person or (8) credited to any of Borrower's.accounts with Lender. The unpaid principal balance owing on"this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to
advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or
any guarantor has with Lender. including any agreement made in connection with the signing of this,Note; (B) Borrower or any guarantor .
ceases doing business or is Insolvent (C) any guarantor seeks. claims or otherwise attempts to limit• modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender: (D) Borrower has applied funds provided pursuant to this Note.for purposes other than
those authorized by Lender.or (E) Lander in good faith believes itself Insecure.
FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Retums and/or CPA prepared Financial Statements and
any other financial.information.required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. If the Lender does not
receive the required financial information within two hundred seventy(270)days of the Borrower's fiscal year and. 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.
SUCCESSOR INTERESTS. The terms of this Nota 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 aboutyou►account(s)to a consumer reporting agency. Your written notice describing the specific inmccuracy(im)should be sent to
us at the following address:ORRSTOWN BANK.SILVER SPRING OFFICE, P 0 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
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,and notice of dishonor. Uponany change In the terms of this Note and unless otherwise expressly stated in
writing. no Parry who signs this Note.whether as maker,guarantor.accommodation maker or endorser.shall be released from liability. AN 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,fait 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 detemvned to be unenforceable.it will not affect the enforceability of any other
CONFESSION provisions of this Note.
PROTHONOTARY OR CLERK OF ANY COURT IN THE OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
COMMONWEALTH
FOR BOR OWER AFTER A D F ULLT UNDER THIS NOTEAND IH 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
: PROMISSORY NOTE
(Continued)
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND P8g@ 3
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO STATES THAT EITHER A REPRESENTATIVE OF BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL. The lien arising from a BORROWERS ATTENTION ed BORROWER HAS BEEN
authority shall not extend to any of Borrowers residential real any judgment confessed or entered Pursuant to the foregoing
Laws 13, No. 6), referred to as the Loan Interest and Protection Laws asamended,
is defined in the Pennsylvania Act of January 30, 197iPa.
Pursuant to the forgoing authority shall not, in enforcement of a � a� holder of any judgment confessed or entered
residential real property, provided, however, that the lien of such any such judgment, execute, levy or otherwise
thereof shall be judgment shag extend to such residential real Proceed against any such
Permitted to execute, levy or proceed against such re ' P. PertY and that the holder
successor or
i Section statutes
n such Loan interest and Protection Law and R�s 2gglito 2986 of the Pennsylvania Rules of Civil Procedure,or
P PAY from and after the entry of a judgment as
successor or similar statutes and rules. No limitation of Ilea or any execution,levy or other enforcement contained in the immediatet
'sentence shall apply with respect to any Judgment obtained other than by the
.foregoing authoN to confess or enterJudgment. Y precedlrg
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLt1DING 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:
CHESTNUT STREET TOWN USES,LLC
y, .rz?:• 4>':bf �«:;?{?ttiv':t?.?.yi :y^t<ti�^ ..,•M..,.• ,L.`t Yoac•:
mul J snsky, Mena rof estnut Street
Townhouses,LLC
Mr•6.26.24.00E Cw.".%.O q� 8.&Abft t667,2006. N
�M6..ra0. •M 4'YffltR{D20.6C 76.6116 MF.
DIS URE FOR CONFESSION OIIDGMENT.
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.............:
!},{ :i•_:ix riiii!:•wjj!!u,r.. ,..YZ.,�i„M:47y9 ._•.�g1Y7i
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... ...... .::yam. ....rr......._. x•::r�ri;.r W«„w.,• .r„:.., +��•:•'� _ — - ''"'`
. . .. _,SES.,.H:_�::a:-:.!,=:�::.,�..:: .r.,•.....':F�?;?:��iiiSf::a7#..A ':'ih:ax - — -- �:• ?,!ti>�.�:�:,,-
References in the shadearea
...........................:.-....__r::;:r!!:: .• - :.x;,...fi:rr,:::�. . :'i��r.._:...:....�::..:.
d area are tar Lender's use onapplicability ' ' •n. :::=,^^::.��'_ :..x::;=!:,..,.,.;_..,.:::
A item above containi and do not been
the ed dutoet this document s.any particular loan or item,
. nB«""'«has been omitted due to tett length limitations.
Declarant: Chestnut Street Townhouses.LLC(TIN: Lander: '
oRR.srowN BANK
East Mdplewood Avenue SILVER SPRING OFFICE
Mechanicsburg,PA 17055 P 0 BOX 260
SHIPPENSBURG,PA 17257
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF'OECLARANT. THISDAY
PROMISSORY NOTE FOR$50.000.00 OBLIGATING•OECLARANT TO REPAY THAT AMOUNT OF A
A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION
OF JUDGMENT PROVISION THAT WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINST DECLARANT I N'COURT, AFTER A DEFAULT ON THE NOTE. WITH ADVANCE NOTICE TO
OECl.ARANT ANO WITHOUT OFFERING OECLARANT AN OPPORTUNITY TO OFFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING
THE NOTE. BEING FULLY AWARE OF OECLARANT•S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF
ANY JUDGMENT OR OTHER CLAIMS TkAT LENDER MAY ASSERT AGAINST OECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON
BEHALF OF THE OECLARANT, IS KNOWINGLY, INTELLIGENTLY,AND VOLUNTARILY WANING THESE RIGHTS, INCLUDING ANY RIGHT TO
ADVANCE NOTICE OF THE ENTRY OF JUDGMENT,AND THE UNOERSt0NE0 EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING
JUOtGMENL
Im ECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
INITIALS: .3..tic:•:v
B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER•JUOGMENT AGAINST
DECLARANT WITHOUT ADVANCE NDTICE OR A HEARING, THE'CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS
LANGUAGE THAT WOULD PERMIT LENDER,AFTER ENTRY OF JUDGMENT,AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING.TO
EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING
DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF
OECLARANT'S RIGHTS TO ADVANCE NOTICE•ANO A HEARING AFTER JUO(iMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT,THE UNOERSIGNEO, ON BEHALF OF THE DECLARANT,IS KNpWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE
RIGHTS,AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN
I
ANY MANN
ED 8Y APPLICABLE STATE ANO FEDERAL LAW,WITHOUT GIVING OECLARANT ANY ADVANCE NOTICE.
NITIALS:
C. • AFTER HAVING REAO AND OETERMINEO WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH
STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT:
INITIALS
1. DECLARANT WAS REPRESENTED BY O
NOTE. ECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
p
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF'J
OECLARANTUDGMENT'S ATTENTION. PROVISION IN THE NOTE TO
THIS DISCLOSURE IS GIVEN UNDER SEAL ANO IT IS INTENDED THAT THIS DISCLOSURE IS AND-SHALL.CONSTITUTE AND HAVE THE
.EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
OECLARANT:
CHESTNUT STREET T HOUSES.LLC
BV. 'ic .s;�`f ,st ..:��"i7 r• .3te^«s+!F-•czt• $�.SQ< ,. -
! .;• .r.•rSiti.4+%=3.f:Y�.',• beau -
Townhouses.LLC hestrrrt StnZet
• ..,.a.no iw,aw0,y,.,6.76,7p007 GP.N�Yn,RwnNd3,4tknr 6b.t697.7006. AA fty- , &-PA OAMUCC re 7ROM II►t
EXHIBIT "E"
COMMERCIAL GUARAS
-
"ynn:„�.:a},.�dr an:::::•, •�,w.rtt�."`. .n:;,u.:_-M ,_r^:,:m.x•....•:�;..x;�:.:�'—�,.'�.•
_.__,-.::::. ,.:xnaxyrm :•-•:_Vis#"?lea ' fir_ >.. 4a w a
VIEW. »r
..... .-,:: :i... c,rv.{_ ....:. .,..w. •5....._n�:nfiv&%!„ i .•1v:$A'�S ...,�,.�'
.-'v Via..= \�:.,a•�-�..x:::n::• .,n:•d:•� ' .�i'_,•�:.r}?ne•rY .`�2,0:x.:^? 1.�I:n
hn the shaded area are for Lender s use on .•, �-
Arty item above containi hr nd do not limit the applicability of this document to any particular loan or item.
ng has been omitted due to taut length limitations.
Borrower: Chestnut eet T°vwUhouses•LLC(TIN:
Lente: ORRSTOWN BANK
40.East Maplewood Avenue '. SILVER SPRING OFFICE
Mechanicsburg,pq 17055 P 0 BOX 250
Guarantor: Paul J Sopensky(Serol:- SHIPPENSBURG.PA 17251
30 East Maplewood Avenue
Mechanicsburg.PA 17055 .
AMOUNT OF GUARANTY. This Is a guaranty of payment of the Note including without limitation the
Principal&00/700 Dollars iS50.000.00). P Pel Note amount of Fffty Thousand
GUARANTY. For good and valuable consideration• Pad J Sopensky I"Guarantor")absolutely
ises to
Pay to ORRSTOWN BANK("Lander")or its order.on demand. in legal t and unconditionally guarantees and
defined below)of Chestnut Street Townhouses, M ender of the United States of America.the Indebtedness(as that term is
LLC("Borrower")to Lander on the terms and conditions set forth in this Guaranty.
MAXIMUM LIABILITY.'The maximum NabfNty of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness
described herein. 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 nota restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate one time. If Lender presently holds one or more guaranties•or hereafter receives additional
guaranties shall be cumulative: This Guars guaranties from Guarantor. Lender'sright or d any
guaranties. Guarantors (lability will be Gua arhtor s of(unless spadficaUy provided below to the contrary) affect or invalidate tight mer all
any such other
guaranties. .. ., aggregate liability under the terms of this Guaranty and any such other unterminated
INDEBTEDNESS GUARANTEED. The hndebteckhess guaranteed by this Guare
all late charges. (d) all loan fees and loan chs ntY includes the Note.including (al all Prindpal lb)all interest• (c)
Note: Collection costs and a mss• and tel all collection costs and expenses relating in the Note or to any collateral for the
expenses include without limitation all of Lender's attorneys,fees.
DURATION OF GUARANTY. This Guaranty will take effect when received L
thout
otice to Guarantor or to Borrower,and will continue in full force until ell Indebtednessshag ave been the necessity
i fully y°aan{a�p�e by Lander• or any
Of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other
other Y Pak)and satisfied and all
guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from e
one or
more Guarantors shall not affect the liability of any remainingGuarantors guarantor or termination of any
and it is specifically anticipated that fluctui tiohis will occur in he aggregate mer this Guaranty. This Guaranty Covera a revolving Ints W credit
specifically uicknowledges and agrees that flucptations In the a of Irhdebtadnesebtedness owing from Borrower to Lender. Gus or.
termination of this Guaranty. Guarantor's liability under this Guars s. awn tO zero dollars (S 0.001. shall not constitute a
Lender of the tine of crediL (B) raY shag terminate orgy upon (A) termination in writing by Borrower and
payment of the Indebtedness in full in legal tender.and IC) payment in full In legal tender of all of Guarantor's
other obligations under this Guaranty.
GUARANTOR'S AUTHORIZATION time LENDER. Guarantor authorizes Lander. without notice or demand and without lessening equipm under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease
eghiipment or other goods to Borrower. or otherwise to extend additional g Guarantor's
accelerate, or otherwise change one or more times the time for credit to Borrower. (8) to alter, compromise. renew. extend•
including increases and decreases of the rate of interest on the Indebtedness: extensions may
yother terms Of the lbeebtpeated a any part of the Indebtedness.the
original loan term: (C) to take and hold security for the repeated and may a for longer than the
subordinate. fail or decide of to perfect. and release payment of this Guaranty t the Indebtedness. and'exchange• enforce• waive.
substitute.agree not to spas•or deal with any one or more ofs8onower's sureties• endorsers,or other guarantors on any terms or in any meaner
uch ty• with or without the.substitution of new collateral: (D) to release.
Lender may choose: (E) to determine how, when and what application of
apply such security and direct the order or manner of sale thereof,including payments li and credits shall be made pe the Indebtedness: (F) to
controlling security agreement or dead of trust. as Lander in its discretion may determine.tl(G)oto seny ll.1trainsferaassi n or by the Lerma of the
all*or any part of the Indebtedness:and (H) to assign or transfer this Guaranty in whole or in part.
g Stent Participations in
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty:
executed'at Borrower's request and not the request of Lander• (C) Guarantor has full power. {B) this Guaranty is
ID) the provisions of this Guaranty do not conflict with or result in a default under any right and authority to enter into this Guaranty:
nt or other instrument and do not result in a violation of any law• regulation•court decree or order applicable to Guarantor. (E) Guarantor has otdan�d will o Guarantor
thout
the prior written consent of Lander, seN.,lease. assign• encumber. hypothecate• transfer. or otherwise dispose of all or substantially all of
Guarantor's assets,or any interest therein: (F) upon Lenders request Guarantor will provide to Lender financial and credit information in form
acceptable to Lender. and all such financial information which currently has been and all furore financial information which information
be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dwillates 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 Guarantors financial condition: tH),
no litigation• claim. investigation. administrative proceeding or similar action(including those for unpaid taxes)against Guarantor is pending or
threatened: (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower. and UY Guarantor has established
adequate means of obtaining from Borrower on a continuing !iasis 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 lander shag have no obligation to disclose to Guarantor any information or documents acquired by
Lander in the course of its relationship-with Borrower.
GUARANTOR'S WAIVERS. •Except as prohibited by applicable law. Guarantor waives any right to require Lender
money or to extend other credit to Borrower: (B) to make a (A) to continue lending
money r t of the Indebtedness or of ro no any presentment. Protest demand. or notice of any kind. including notice of any
Lender. any surety endorser, or other guarantor innconhection with thed to any oIndebtednellateral. or ss or in corndc Of a any a doion with the creation ofn or nonaction on part Of now 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:
OOMMERCIAL duARANTY.
(Continued) Page V-
(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.
In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become Insolvent and the Indebtedness shah not at all times
until paid be.fully segued by collateral pledged by Borrower,Guarantor hereby forever waives and gives up in favor of Lender and Borrower,and
Lender's-and Borrower's respective successor, any claim or right to payment Guarantor may now have or hereafter have or acquire against
Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11
U.S.C.section 547(b),.or any successor provision of the Federal bankruptcy laws.
Guarantor also waives any and all rights or defenses arising by reason of (A) any"one action"or*and-cleficiency"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 the enforcement of this Guaranty:
Guarantor further waives and agrees not to assert or claim at any time any deductions to the'amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower,the Guarantor,or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers-set forth above Is
made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,.such•waiver shall be
effective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To the extent Permitted by applicable taw, Lender reserves a right of setoff In all Guarantor's accounts-with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds Jointly with someone.else and all'accounts
Guarantor may open in the future. However,this does not Include any IRA or Keogh accounts,or any trust accounts for which setoff would be
prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law,to hold these funds if there is a default, and Lender
may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION-OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created,shah be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not
Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account
whatsoever,to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the
assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of
Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be fust applied by Lender to the
Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which R 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 shah be marked with a legend that the same ere subject to this Guaranty and shall
be delivered to Lender. Guarantor some, and Lender Is hereby authorized, in the name of Guarantor, from time to time to file financing
statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to.
Perfect,Preserve and enforce its rights under this*Guaranty.
MISCELLANEOUS PROVISIONS. .The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents,constitutes the entire understanding and agreement of the Parties as
to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and .
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including Lender's attorneys' fees.
and Lender's legal expenses, incurred In connection with the enforcement of this Guaranty.. Lender may hire.or pay someone else to help.
enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
attorneys' fees and'legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for b'arikniptcy
Proceedings(Including efforts to modify or vacate any automatic stay or injunction),appeals,and any anticipated post judgment collection
services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. .
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
lntegmdcn. Guarantor further agrees.that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
Opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully.reflects Guarantor's Intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby Indemnifies and holds Lender harmless from all losses,
claims,damages,and costs(including Lender's attorneys'fees)suffered or.incurred by Lender as a result of any breach by.Guarantor of the
warranties,representations arid agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in the sIngular shall.
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named In this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower' and "Guarantor"
respectively shall mean all and any one or more of them. The words"Guarantor,""Borrower,"and"Lender"include the heirs,successors,
assigns,and transferees of each of thein. H a court finds that any provision of this Guaranty is not valid or should not be enforced, that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the.rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations,partnerships,limited liability companies,or similar entities,it is not necessary for Lender to Inquire
.�' COMMERCIAL GUARANI
(Continued)
into the powers of Page
their Borrower or Guarantor or of the officers, directors
behalf,and any indebtedness made or created!n reliance ire' ma or
Guaranty, upon the Professed exercise of such Other agents hall b or purporting n act
t•-
powers shall be guaranteed under th
. Notices. Unless otherwise provided b
shall be effective when actual) Y applicable law, any notice required to be vet
a national) Y delivered, when actually received b under this Guaranty shall be given in writing, an
y recognized overnight courier, or, if mailed, when ived by telef the United
(unless otherwise
Postage Prepaid,directed to the addresses shown near the required by law), when deposited wii
this Guaranty by giving formal written notice io'the other rtles s United States mail, as first class, cerdfied.or registered ma
beginning of this Guaranty. Any party may change its address for notices urele
For notice Purposes, Guarantor agrees to keepor �itinit the Purpose of the notice is to changethe
applicable law, if there is more than one Lender informed at all times of Guarantor's current address. Party's address
Guarantors. Guarantor, any notice given by Lender to any Guarantor is Unless otherwise Provided bl
No Waiver b deemed to be notice given to al
.
signed b L y Lender. Lender shall not be deemed to
g e ender. r. delay or omission d the have waived any rights under this Guaranty
right. A waiver by Lender of a Part of Lender in exercising unless such waiver is given in writing enc
strict cam Ilance provision of this Guaranty shall not any right shall operate as a waiver of such right or.any
Prejudice or constitute a waiver of Lender's right otherwise to dema'nd
with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor er,y course of dealing betwereri
Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any Prior
Guarantor's obligations as to a
sactiorw
Whenever the consent of Lender ti required under this of Len
continuing consent to subsequent instances'where such consent granting of such consent by Lender in any. �ofuture �co constitute
the sole discretion of Lender• required and b all cases such consent may be granted or withheld to
Successors old Assigns. The terms of this Guaraninty representatives,successors,and assigns,and shall be enforceable be binding upon Guarantor
DEFINITIONS. .The followingby Lender and its successors ' and upon Guarantor's heirs, personal
capitalized words and terms and assigns.
slated.to file contrary, all references to dollar shall have the following meanings when used in this Guaranty.
used•in the singh:1selhall include the plural,and amounts shall mean amounts in lawful mo ty• Unless specifically
.definied Irl ihia.Guara ' the plural shay inahnde the singular, money of United States of America. Words and terms
iRtY.shall have the meanirhgs attributed to such terms ngular,as the context may ial Code:
require. Words and terms not otherwise
1:1;_' Bgrrower,The;vi&d"Borrower" means Chestnut Street TownhouaesnLLC and in a e uniform eo signers and eoarrhak'
% r, Guarontpr The "Guarantor"
word means each and eve era sigNng the Note.
;�.Sopen�ky,; ►Y person or entity signing this Guaranty, Includi
!h8 without limitidon Paul J
. ;-;,���nth!• ':rhe:word"Guaranty" means the guaranty from Guarantor to Lender,including without limitation a guarantyof all or part of the
h!dabtedness. The word'Indebtedness"means
Borrower's inde
Lenbtedness to Lender as more particularly described In th
Note. T a word"Lender"means ORRSTOWN BANK,Its successors and assigns.
is Guaranty.
to j.e ° ry note dated March 29
on " :r., 'CRs • als o , extensions of, modifications of. refinancings f,c Principal amount of*50-000.00 from Borrower
A:,.,, p, ;4�fl)Yil� 11s of, consolidations of, and substitutions for
Related f�octirriant$. the"�iothe
agreements, guaranties, security agreements Documents' mean all promissory notes, credit agreements, loan agreements,
agreements and documents, whether now or her ansa of trust, security ids, collateral mors environmental
hereafter existing,executed In connection with the Indebtedness.gas,and all other instruments,
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATT
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER ATTORNEY OR THE
JUDGMENT AGAINST GUARANTOR•FOR THE ENTIRE PRINCIPAL E OF THIS GUARANTY AND ALL'ACCR D N�RF�T,APPEAR AT ANY TIME
CHARGES AND ANY AND 'ALL ITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING E
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (1096)
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY
EVENT ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS OL OF E UNPAID'
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL 8E SUFFICIENT WARRANT. THE OT ;AND AUTHORITY I ED
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY qNy DOLLARS {TY
$sg001
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE AUT SH OR
IN THIS GUARANTY
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE.OR TO HEEAR NG IN CONNECTION WITH
ANY SUCH
SHALL
CONFESSION OF JUDGMENT AND STATES THAT UNDER THIS GUARANTY.
JUDGMENT PROVISION E GUARANTOR'S EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
The lien arising from an ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT
reef prop" Y lodgment confessed or entered pursuant to the foreLEGAL COUNSEL.
P party as,that term is defined in the Pe veils going authority shall not extend to a
Prote6don Law, as am Pennsylvania Act of January 30, 1974(Pa. Lem 13, No. 6), referred to as the ny Of rLoan Interest and
. of an such• ended, and the holder of any jridgm$nt coMessed or entered
Pursuant Judgment shall extend•tore, levy or-otherwise proceed against any such residential real to the forgoing authority however,
not,h enforcement
residential real ro such residential real property and that the holder thereof shall be Property; provided, however, that the Tien of such
P party from and.after the entry of a judgment as contemplated b per? of s to execute. levy.A proceed against such
Rules'2981 to 2986 of the Pennsylvania PI Y Section 4st of such Loan Interest and Protection Law and
execution, levy or other enforcement contained inthe immediately or successor or similar statutes and rules. No limitation of lien or any
than by the foregoing authority to confess or ender' preceding sentence shall apply with respect to any Y judgment obtained other
4OMME
RCiAI GUARANTY ..
(Continued) Peso
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 MARCH 29.2005.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR.
�:` :�yu: •y3..,:•, .rr:•q•.•';�P,�i.AN
s?';�1?t;:),.5�'..'.'?'t+'^^:q't:;62;y's`�o?�£.'�•i
•o:,.:?SCa11
Paul J fwWnsky
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEAnOF PENNSYLaIAN 1
)SS
COUNTY OF 1
On Skis,qej 'day of � 200,5 before me
..., '`• - .
the undersigned Notary Public, Personalty appeared Paul J Sopensky, known.fo me.ib sat:efactorlly
prover# to be the peso w se name is subscribed to the within instrument, and acknowledged that he or.she execiited`trti same for the -•:'
Purposes therein contained.
In witness whereof,l hereunto set my hand end official asst.
Nota Public in and for ihe•Stete of
Rg ,gligFvLM�
WnIMOI..M�.Y►.iJO.=?000 Cpr.IWrM FwKG�6MNe,y.Mw 1997,2006. MRV/ R--& •M4 ...
;.: .: DiSC,SURE-FOR CONFESSION O*DGMENT
T!!
--.�iT . ... :.,..x__c.^rxr—._....o the shaded area are for Lendei'a use onty and do rat Nrmt thea
Any item above containin •••• PP►i�bifity this document to any particular loan or hem.
9" has been omitted due to
text length limitations.
Borrower: . Chestnut Street Ownhouses.LLC(TIN:
Lender: ORRSTOWN BANK
•30 East Maplewood Avenue SILVER SPRING OFFICE
Mechank sburg,PA 17055 P O BOX 250.
Declarant: Paul J S SHIPPENSBURG,PA 17257
opsnsky ISSN1
30 East Maplewood Avenue
Mechanicsburg.PA 17055
DISCLOSURE FOR CONFESSION.OF JUDGMENT
1 AM EXECUTING, THIS . DAY OF _lYU,.rC,�.
ZO QJ, A GUARANTY OFA .PROMISSORY NOTE FOR
850A00.00 OBLIGATING ME TO REPAY THAT AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT
-OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, IN EXE
(21TINti THE GUARANTY,BEING FULLY AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING'TO CONTEST THE VALIDITY OF ANY.JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE
RIGHTS.•INCLUDI ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY.OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO
LENDER'S ENT JUDGMENT AGAINST ME BY CONFESSION AS
NITIALS: PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
I
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE-
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT-LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE.NOTICE OR A HEARING, TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON,ATTACHING,LEVYING ON,TAKING POSSESSION OF OR OTHERWISE SEIYMG MY PROPERTY,IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. 'IN EXECUTING THE GUARANTY,BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT. 1 AM KNOWINGLY, INTELLIGENTLY
VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S AND
IMMEDIATELY EXECUTING ON THE
JUDGMENT IN NNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING ME ANY ADVANCE NOTICE.
INITIALS:
C. AFTER. HA NO READ AND .DETERMINEp WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING• EACH
STATEMENT THAT APPLIES,I REPRESENT THAT:
INITIALS
1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY,
i rtr�- 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
TO MY ATTENTION.
O. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS$10A00;THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED
'AND SIGNED IT.AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW,
DECLARANT:
�!'S•i` •` .r,.r z ,.Ab'`at3n;•F:•r�•r:v.+,kc%k:z•"�i-'ds:.;ntK >"^.
Paul i
pensky. '�
.want wq Lwko .v 6.LU=CWI= A,00mRA...d 1A Q1CR4/{1k�q/C U4b18 M61
EXHIBIT "F"
ASSIGNMENT F DOCUME
ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION,
("Aaalgnor"), for good and valuable consideration, the roceipt and sufficiency of which are
acknowledged, hereby setts, transfers,assigns, delivers, sets-over and conveys to MAGNOLIA
PORTFOWO, LLC, A DELAWARE LIMITED LIABILITY COMPANY its successors
and assigns ("Assignee"), without recourse to the Assignor, and without
warranties or covenants, express or im li representations,
p ed, 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 Tight,ght, 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 thi45 of February,2013
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO,LLC,a Delaware
limit11iiman its Attorney-in-Fact
By:
Name: R. Patterson Jackson
Title: Authorized Signatory
AMO Ref.: 2310.033
LOM Nemo: CHESTNUT STREET TOWNHOUSES LLC
Loan Ref.:26442809003
EXHIBIT"A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS.
That certain loan dated March 29, 2005, in.the stated original principal amount o
00,
executed by Chestnut Street Townhouses LLC to Orfstown Bank which is secured b Properties
located in Cumberland County,State of Pennsylvania. Y properties
AMO Ref: 2310.053
Loan Name: CHESTNUT STREET TOWNHOUSES LLC
Loan Ref:.264428M]
EXHIBIT "G"
PROMISSORY NOTE
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�..._..,_....;� .....:,e ..�,^u.v:...:.. .....r .•. :.x:••_--,-:..»sexy :s.•s '-`�Ss"•3n' _ u_•`i..x,�s�"»�'s••a:., ,,;:aifs., �?n� �..y
;::;,}.. ._..,. ,a- ..---�N a; a, k;r •:.. ..<.. :rate• kt. � - —.._;' _
,.-:.y,..•_ la;-•- .� .:T.:vw,•„�.,Ssn�•�x?a)h;� `�'ais�� .r_,-:.�.....`�". - _ fti:a; ...ax
�� .;-.. a...,.�$}�...Wl.:.: •7s1 � ,�-3`:,_W3a.`•::.r�£s�w y.��:v.?,_, ys`'^a :.'• ..�x.,•°„S`n•.2;. `•:£w..r`•L:.. ;:::,i::xia`..::
R,xyg.. ..� i elfin. Ri; :. x;�?)`ivusaiimiiyjii-::,.z'. _=.:i„asFO:...e,.x:�.r�`�'•riR,tai,•i(,�x �. _ :ir:l'i`"�v- ::: ..^,n' .'':xs�.
References in the shaded area are for Lender's use only and do not I'mmit the applicability of this document to-any particular loan ar item.
Any hem above containing""'"has bail omitted due to Led length limitations.
Borrower: Chestnut Street Townhouses LLC(TIN: Lender: ORRSTOWN BANK
SILVER SPRING OFFICE
t Maplewood Avenue _P O BOX 280. .
Mechanicsburg,PA 17055
- SHIPPENSBURG,PA 17257
Principal Amount: 541,647.10 Initial Rate: 7.000% Date of Note: May 17, 2004
PROMISE TO PAY. Chestnut Street Townhouses LLC{'Borrower')promises to pay to ORRSTOWN BANK("Lander"),or order,in lawful money
of the United States of America, on demand, the principal amount of Forty-one Thousand Six Hundred Forty-seven & 101100 Dollars
($41,647.10).together with Interest on the unpaid principal balance from May 17,2004,until paid in full.
PAYMENT. Borrower will pay this ban Immediately upon Lender's demand. Payment in full Is due Immediately upon Lander's demand.
Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date. beginning June 17, 2004, with an
subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable low,
payments will be applied first to any accrued unpaid interest:then to principal;than to any unpaid collection costs;and then to any late charges.
The annual interest rate for this Note is computed on a 3851380 basis;that is,by applying the ratio of the annual/interest rete over a year of
380 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The Interest.rate on this Note is subject to change from time to time based on changes in an Independent index
which is the Wall Street?rime(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
Wax 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 4.000% per annum. The Interest rate to be applied to the unpaid principal
balance of this Note will be at a rate of 3.000 percentage points over the Index,resulting in an initial rata of 7.000% per annum. NOTICE:
Under no circumstances will the Interest rate on this Note be more than the maximum rate allowed by applicable law.
PREPAYMENT. 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 sady payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing,Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments win 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. 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, SILVER SPRING
OFFICE,P 0 BOX 250,SHIPPENSBURG,PA 17257.
LATE CHARGE. If a regularly scheduled interest payment is 16 days or more late,Borrower will be charged 5.000%of the regularly scheduled
payment or$50.00,whichever is greater. if Lender demands payment of this loan,and Borrower does not pay the loan in full within 16 days
after Lender's demand,Borrower also will be charged either 5.000%of the sum of the unpaid principal plums accrued unpaid interest or$50.00,
whichever is greater.
INTEREST AFTER DEFAULT. Upon default,Including failure to pay upon final maturity,Larder,at its option,may, if permitted under applicable
law,increase the variable interest rate on this Note to 6.000 percentage points over the Index. The Interest rate will not exceed the maximum
rate permitted by applicable 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
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.
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.
Insolvency. The dissolution or termination of Borrower's existence as a going business,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. In the event of a death, Lender,at Its option,may,but shall not be required to, permit the Guarantor's estate to
assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of
Default.
Change In Ownership. Any change in ownership of twenty-five percent(25%)or more of the common stock of Borrower.
PROMISSORY MOTE .
(Continued) Pegs 2
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
as= 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: (1) cures the default within fifteen 0 5)days;or 12)
H the cure requires more than fifteen 115)days,immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and necessary Steps sufficient to produce compliance as soon as
reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due,and then Borrower will pay that amount.
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 attorneys'fees and Lerdfer's legal expenses,whether or
not there Is a lawsuit,including attorneys'fees,expenses for bankruptcy proceedings Gncluding efforts to modify or vacate any automatic stay
byunction),and appeals. If not prohibited by applicable law,Borrower also will pay any court costs,in addition to all other sums provided by
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.
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&Now Lender to protect Lender's charge and setoff
rights provided in this paragraph.
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 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.
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 0.2596.. The Borrower shall receive written notification ten (10) days prior to the Lender
increasing the interest rate charged on this Note.
LETTER OF CREDIT. Borrower will pay this loan immediately upon Lender's demand the principal amount of this Note or so much thereof as
shall have been advanced as a result of the funding of all or a portion of Letter of Credit f 0438 dated May 17, 2004,together with interest
from the date of demand on the unpaid principal balance from time to time outstanding until paid at the above referenced rate. Demand shall not
be made for payment or to enforce any of the remedies, obligations, or terms of this rote until receipt by the Lender, or notification to the
Lender,of a sight draft,documentary draft,acceptance or other demand for payment pursuant to the above referenced Letter of Credit.
SUCCESSOR INTERESTS. The terms of this Note shalt 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 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. 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 then 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 wig not affect the enforceability of any other provisions of this Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS
OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 00%)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 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.
r
PROMISSORY NOTE
: (Continued) Page 3
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:
CHESTNUT STREET TOWNHOUS S LLC
��"�' ;,r�•s2;�••` r° >Y A;• a.. �. •: x'"13,{,'•oy...ir ;::r ''Sea1i
Q.w Y^.< "moi 'moi'•`., '.: .2 xJ'•'`5: ,nsiy ✓� �,,y�
Paul J. Sopq%ky,: Mmogee of 9Fb"
Townhouses LLC
. Lan MIDueYg.Vw g4,j& t Gp.No%"p~eMtlaNaw las.IWX, -PA_WGfaftu m IWMI MIS
EXHIBIT "H"
COMMERCIAL GUARANT0.
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..x�..,, .x-•::na,rr. ...... .. :,:.�:�.,... ... .:::.K.M%iia: -t,r .a&x...,.� ..mnjyt:= ata,•:.. .:.a,v;,.y>r,:;x `--�:r-,,r_...-r: .tx�:.x.�;;iH:.L4"°'
rzt,t..x.::.;...... .. a.�•:"",x...a,,.�"._..._ ya�•�, ,<,,.. ..r:a;;•.,... x Sn "'� ,�,,,,x,....... .,.�w�rx .':'��``:) �� .
..... , -na,rsrn-xnc•..0 ,..i:wwr:.�ar{•n'v"a xV:.. ��� ,.........1 Udw.m ` vNrsh`..rrc+lCv� '•
-r.:':,,.,_n,�..;.,:::.,-,:..::,�.,:-:..v,�.,:y.,-:.,t- ....r.�:•r.:.n-�... �•����'��,•�_.�.••�._. ;xz.� .x,,,�.�a„v.xt..,.5��m..._ m",;�nl`i'.�,`�..t.•r., �+:a�n.•:._:::r,�';+'-r_.�:.... $ry w.._•_•:_::�:��.
_nrxL,. •rn...x,.,�.x.H,nn...,,,n ,r:.:........w�:.ym;.x,,.� .•,.-sr,.+nwn.�„�,�� :vr.,,.yxt.,n..x .Y,,:y,.�.,.: K�ah;:sa,•..c,:t,„ .,..sa..��::` uFm�� z�vw.:::.+zs�s.�re.
,{k:-,;��=tt'?w-'n' -•tyf q•�aw„ y :i _ �w�''_u._.....:ty _ ` }•`tti.,, _:fir`,•:,,..:::._._..; +ns:;a�kta: -
•�s...:�'r� :.tsa,..-'>"\�R.,.:`1::.=�+,?Z'T ....:ann ......,_: _... >...� -Xa_..x::.....:a,:'. .k...�. ..... ,vy..m_. ...._ -
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.
Any item above containing •••°has been omitted due to text length limitations.
Borrower: Chet Townhouses LLC(TIN: Lender: ORRSTOWN BANK
SILVER SPRING OFFICE
30 East Maplewood Avenue P O 60X.250 _
Mechanicsburg,PA 17055 SHIPPENSBURG.PA 17257
Guarantor: Paul J.sopensky(SSN:
30 East Maplewood Avenue
Mechanicsburg,PA 17055
AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without limitation the principal Note amount of Forty-one
Thousand Six Hundred Forty-seven&101100 Dollars($41,647.10):
GUARANTY. For good and valuable consideration,Paul J.Sopensky("Guareritor')absolutely and unconditionally guarantees and promises to
pay to ORRSTOWN BANK Mender")or its order,on demand,in legal tender of the United States of America,the indebtedness(as that term is
defined below)of Chestnut Street Townhouses LLC('Borrower')to Lender on the terms and contrition set forth in this Guaranty.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this.Guaranty shall not exceed at any one time the amount of the Indebtedness
described herein,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,Lender's rights under all
guaranties shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary) affect or invalidate any such other
guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated
guaranties.
INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes 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.
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
of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any
other guaranty of the Indebtedness shall not affect the liability of'Guarantor under this Guaranty. A revocation Lender receives from any one or
more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to 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 loan term; (d 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 Borrowers sureties,endorsers,or other guarantors on any terms or in any manner
Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to
apply such security and direct the order or manner of sale thereof,Including without limitation,any non)udicial sale permitted by the terms of the
controlling security agreement or deed of trust,as Lender in its discretion may determine; (G) to sell,transfer,assign or grant participations in
all or any part of the Indebtedness;and (H) to assign or transfer this Guaranty in whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power,right and amrthorlty to enter into this Guaranty;
(D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
and do not result in a violation of any law,regulation,court decree or order applicable to Guarantor; (E) Guarantor has not and will not,without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets,or any Interest therein; (F) upon Lender's request,Guarantor will provide to Lender financial and credit information in form
acceptable to Lender,and all such financial information which currently has been,and all future financial information which will be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation,claim,investigation,administrative proceeding or similar action(including those for unpaid taxes) against Guarantor is pending or
threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower;and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to
keep adequately Informed from such means of any facts,events,or circumstances which might in any way affect Guarantor's risks under this
Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by
Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending
money or to extend other credit to Borrower; (B) to make any presentment, protest,demand,or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonaction on the part of Borrower,
Lender,any surety, endorser,or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,Including Borrower or any other guarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower,any
nto herheld guarantor,Lender from Bother personwer or to comply with
ve
notice of the terms,time,and place of any public or private sale of personal property y
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.
In addition to the waivers set forth herein,if now or hereafter Borrower is or shall become Insolvent and the Indebtedness shall not at all times
COMMERCIAL GUARANTY
(Continued) page 2
until paid be fully secured by collateral pledged by Borrower,Guarantor hereby forever waives and gives up in favor of Lender and Borrower,and
Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against
Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11
U.S.C.section 547(6),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 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 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 the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower,the Guarantor,or both.
GUARANTOR'S 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 ciocu nstances,the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be
effective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be
prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds if there is a default,and Lender
may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not
Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account
whatsoever,to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the
assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of
Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the
Indebtedness 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 is hereby authorized, in the name of Guarantor, from time to time to file financing
statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to
perfect,preserve and enforce its rights under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees,Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees
and Lender's legal expenses,incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help
enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
attorneys' fees and 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 postjudgment collection
services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty;Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty,the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
claims,damages,and costs(including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties,representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there Is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor"
respectively shall mean all and any one or more of them. The words"Guarantor,' "Borrower,"and "Lender"include the heirs,successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations,partnerships, limited liability companies,or similar entities, it is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers,directors, partners, managers, or other agents acting or purporting to act on
their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing,and
shall be effective when actually delivered,when actually received by telefacsimile(unless otherwise required by law), when deposited with
COMMERCIAL GUARANTY
(Continued) page 3
a nationally recognized overnight courier,or,if mailed,when deposited in the United States mail, as first class,certified or registered mail
postage prepaid,directed to the addresses shown new the beginning of this Guaranty. Any party may change its address for notices under
this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address.
For notice purposes, Guarantor agrees to keep Lender Informed at all tines of Guarantor's current address. Unless otherwise provided by
applicable law, If there is more then one Guarantor, any notice gin by Lender to any Guarantor is deemed to be notice given to ah
Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice'or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between
Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any Instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall.be binding upon Guarantor, and upon Guarantor's heirs, personal
representatives,successors,and assigns,and shall be enforceable by Lender and its successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary,all references'to dollar amounts shalt mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall Include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise
defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word"Borrower'means Chestnut Street Townhouses LLC and includes all co-signers and co-makers signing the Note.
Guarp*r.�The word "Guarantor' means each and every person or entity signing this Guaranty, including without limitation Paul J.
Soden§ky....
Gtlafaa(tjr.' The word:Guaranty" means the guaranty from Guarantor to Lender,irncluding without limitation a guaranty of all or part of the
Nate.'
l6cfebtedness The word "Indebtedness'means Borrower's indebtedness to Lender as more particularly described in this Guaranty.
Lende .•The wgra ALender"means ORRSTOWN BANK,its successors and assigns.
Noti. The-word ".Note' means the promissory note dated May 17,2004,in the Original principal amount of$41,647.10 from Borrower to
Lender,'together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the
promissory note or agreement.
Related Documents. The words "Related Documents' mean all promissory rates, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreerrf>ri1l5 dffX1,t4latilei i m a hereafter existing,executed in connection with the Indebtedness.
CONFESSI¢N 'fG :;'sT1�(+ ►NTO HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHON TAl3W _@_ iC. $11�94T I THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUA -`' UNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVEN 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
FROM TIME 0 TIME AND AT GUARANTOR ALTIMESL NOT UNTIL PAYMENT IN FULL OF AEXHAUSTED BY ANY LL AUTHORITY,
AMOUNTS DUE UNDER SGUARANTY.
SHALL
CONTINUE
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
The lien arising from any judgment confessed or entered pursuant to the foregoing authority shall not extend to any of Guarantor's residential
real property as that term is defined in the Pennsylvania Act of January 30, 1974 (Pa. Laws 13, No. 6), referred to as the Loan Interest and
Protectton Law,as amended,and the holder of any judgment confessed or entered pursuant to the forgoing authority shall not, in enforcement
of any such judgment, execute, levy or otherwise proceed against any such residential real property;Provided, however, that the lien of such
holder thereof shall be permitted to execute, levy or proceed against such
judgment shall extend to such residential real property and that the
residential real property from and after the entry of a judgment as contemplated by Section 407 such Loan Interest and Protection Law and
ion of fien of any
Rules 2981 to 2986 of the Pennsylvania Rules of Civil Procedure, or successor or similar statutes a>� rules. any Jumdigrt►ent obtained other
execution, levy or other enforcement contained in the immediately preceding sentence shall apply Pe
ct than by the foregoing authority to confess or enter judgment.
• COMMERCIAL GUARANTY. ~
(Continued) page a
_
EACH UNDERSIGNED
GUARANTOR
aacNowLEncEs
HAVING.
READ ALL THE 'POVfSiONS OF THIS GUARANTY AND AGREES TO.ITS
TERMS. IN.ADDITION. EACH GUARANTOR.UNDERSTANDS THAT THIS GUARANTY,IS EFFECTIVE UPON.GUARANTOR'S EXECUTION AND
OELIVERY 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 13Y LENDER ISAECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED MAY 17,2004.
THIS GUARANTY IS GA"UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND.SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
N:;sw' 0i
Seal)
Paul J.Sopinsky
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
)SS
COUNTY OF0,(A-nN- LWA /
On hi ,the _day of 20 ,before me
the undersigned Notfiry Publi ; personalty appeared.Paul J. Sopensky, k own.to m4,(or, safisfacto ly
proven) o e the pemoff whose name is subscribed to the within rument, and.acknowledged that he or-she' axeouted the saros foi:the
purposes therein contained.
In witness whereof,I hereunto set my hand and official seal.
Notaryublic in and for the State of
t
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EXHIBIT "I"
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 ("Ass1pW'), 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 an 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 andlor delivered in connection with
or otherwise related to the Loan..
Dated this of February,2013
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO, LLC,a Delaware
limited liabilicompany,its Attomey4n-Fact
By: <--2- _
Name: R. Patterson Jackson
Title: Authorized Signatory
AMO Ref.: 2510.051
Loan Name: CHESMUTSIREETTOWNHOUSES LLC
Loan Ref.:26442805101
EXHIBIT"A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
'Chat certain loan dated May 17, 3004, in the stated original principal amount of 541,647.10,
executed by Chestnut Street Townhouses LLC to Omtown Hank,vAtich is secured by prope ties
located in Cumberland County,State of Pennsylvania.
AMO Ref.: 23 10.851
La�nName: CHEMUTS UETTOWNHOUSESLLC
Loin Ad,264429 05101
EXHIBIT "J"
sr
PROMISSORY NOTE
J% �.. .. _
or itern.
ity of this document to any particuiar Loa
ll
....has been omitted due to text I th Ilmttatioris.
References in the shaded area aAny hem bends oo'mfn�Yand do not hmR the app
LelORRSTOWN BANK
SILVER SPRING OFFICE
Borrel Chestnut S at Townhouses,LLC(TIN: 77 EAST KING STREET.
,--Lancaster Lancaster Street P O BOX 250'
Harrisburg,PA 17111
SMPPENSBURG,PA 17257
initial Rate: 11.25 % Date of Note: November 7,2006
Principal Amount• $11,767.80 promises to pay to ORRSTOWN BANK iced S el,or dv-OO�order, 801100 Dollars
• LLC{'�� 1 p"� Thousand Seven Hurhdrod Sbrt11
PROMISE TO PAY. Chestnut Street Townhouses, nnc al amount of Eleven until paid In id
of the United States of America, on demand, mrinprincipal
al balance from November 7.2008, ar monddY payments of all accrued
is 11,767.80).together with interest on the unpaid p n en�,s demand, Borrower will Pmt ymel to be due on the same day of
PAYMENT. Borrower henp pay this loath 1n full immediately opo with all subsequent iota d first
to any accrued unpaid interest;
date,beginning December 7,2006• manta will be applied
unpaid hereat due as of each payment erwise agreed °r required by applicable law.payments
annual interest rate for this Note is oou °^a
then to any late charges. multipled by tits outstanding principal balance,
each month after that. Unless aid collection costs. and rate over a Year of 360 days,Lender t Lender s address drown above or at
men to principal;then to any P the ratio of the annual interest Borrower will pay
3651360 basis:that is,by aplahYi^9 rincipal balance H outstandill
multiplied by the actual number of canals in the pwrith^9 an independent index
cit to change from time to time based on changes in
such other Place as Lender may dssig wer the current
VARIABLE INTEREST RATE- The interest rate on this Note is subje the lowest rate chargedBorrower' on its loans,
will ell IBw Index
Domes
nate a substitute index aft after rest notifying day. Borrower understands that Lender may
which is the Wall term this loan,eLender malyddesig ex is not nate Y The interest rate to be applied to the unpaid principal
unavailable during The interest rate she^9e will not occur more r annum: NOTICE:
Index rate upon
Borrower's request, is 8..250%Per aurum• in an initial rate a law. °.6 Pa
rcenage points over the Index.resulting
make loans based on other rates as well, The Index currently the maximum rate allowed b apPGcable law.
balance during this Note will be at a rate a Son t Pe charges are earned fully as of the date of the loan andnot be
will
the
Under no circumstances will the Interest res on this Note be more then
ice required by law- a reed
PREPAYMENT. Borrower agrees the all loan fees and otlheo prepaid result of default?. except as otherwise mens will not..unless 9
subject m refund upon eery Payment (whether voluntary mens under the Payment schedule. Rather, early
Borrower may pay without penalty all or a portion of the amount owl earlier it is due. Earlyid m full". "without recourse",or
foregoing, relieve Borrower of Borrow obligation to continue ens marked Pa Note,and Borrower
to by Lender in writing, inti !balance due. Borrower agrees not a send Landosi y of Lender's rights under this including any
check
payments will reduce the M pa payment Lender may accept R without n disputed amounts.
similar language. if Borrower sends such a Pay payment in full"of the amount owed or that is tendered with other
RING
will remain obligated to Pay arty amount owad to Lent co�it��paym nt In for dalnr°rens ed o ORRSTOWN BANK. SiLVER
or other payment instrument that indicates that the payment
PA 17257. of the regularly scheduled
conditions or limitations or as full
0 BOX 250,SHIPPENS�RG•uted out must will be the loan in full within 18 days
OFFICE,77 EAST KING STREET, ent is 16 days or more fie'Borrower
d Borrower does ne t Paye to aid Interest or 16 day.
LATE CHARGE. If a regularly scheduled interest PaYm nt of this loan, and nc al plus accrued P
If Lender demands paymw of me unpaid txi iP
Payment or 550.00,whichever a be charged either 5.00096 of the shin
after Lender's demand,Borrower Merest rate
whichever is grestar. n final maturity.fibs interest rate on this Note shall be increased e
failure to pay opo to each succeeding
INTEREST AFTER DEFAULT. Upon default('Default ate Margin The Default Rate Margin shall also appo
adding a 3.000 percentage poll margin t if judgment is entered in connection with this Note,interest will continue the to accrue
change that would have applied had tin reflect at the time
tiudgme^t is entered. However,in no event wit!the Interest rate exceed the maximum
after the data of judgment
at interest rate limitations under applicable law. default _
DEFAULT. Each of the following shah constitute an ayme tvent fwhen due under this Note. under this Oe' contained in this Note or in
Payment Default. Borrower falls to make any pay dorm any other term,obligation,
covenant or condition other agreement
Omer Defaults. Borrower fails to comply with or to t Pe don any eon,obligation.covenant or condition contained in any
any of the related documents or to comply with or m Pe
between Lender and Borrower. Borrower or on Borroished or becomes false
False Statements. Any warranty,representation or statement made or fur^isea�°now or at the time made or fun
or misleading in any material respect,
Note or the related documenrtefte�!sa any member withdraws from
or misleading at any time the member,the insolvency of Borrower,
The dissolution of Borrower (regardless of whether election toa�oen of any is made), t of creditor workout,
business or the benefit of creditors,any YPa
th
Death or Insolvency. any essignment for the
Borrower,or any other to of Bo f rowel existence
Ya or against Bon°wer•
the appointment of a receiver for any part oder any bankruptcy or insolvency laws by whether by judicial proceeding, self-help.
or the commencement of any proceeding proceedings, collateral securing the loan•
Commencement of foreclosure or forfeitvr�mental agency against any
Creditor or Forfeiture o proceedings.ethod. by any creditor of Borrower or by all it accounts,with Lender. However,this Event the of Dacreditor ir
repossession or any of Borrower's accounts,including Pe
This includes a garnishment of any Borrower as to the validity or rensonableness of the claim and d posrtsb�ir�Lender monies or
or forfeiture Pnecedi^9 an adequate
not apply if mere is a good faith dispute by in ti amount determined by Lender, in its sole discretion, as being
forfeiture proceeding and if Borrower gives Lender written notice of the creditor
of the indebtedness Or any
a surety bond for the creditor or forfeiture proceeding,
reserve or bond for the dispute. events occurs with respect to any Guarantor of any guaranty of the indebtednessestat1
preceding validity of, or liab0lty under. any g Guarantor's estate to
Events Affecting Guarantor- Any of the Pr revokes or disputes the cure any Event of
Guarantor dies or becomes incompstet, or on, may, but shall not be regwred to,pen d
some unconditionally Note In obligations arising under the guaranty in a manner satisfactory'Lo Lender, and, i^doing so.
evidenced di this Note- a the event of a death,Lender, at It6.opti
as
PROMISSORY NOTE Page 2
�~
1.oan No. (Continued)
Default.
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 M good faith believes itself insecure.
Cure provisions. If any default,other than a default in payment is curable and if eorrowar has not been given a notice of a breach of the
same provision of this Note within the preceding twelve 0 2) months, it may be cured 'd Borrower, after receiving written notice from
Lender demanding cure of such hindefthelt: re cures the default within fifteen!15)days;or (2) if the cure requires more than fifteen It 6)
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 satrPs sufficient to produce compliance as soon as reasonably practical.
w, declare the entire unpaid principal
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable Is
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 attorneys'fees and Lender's legal expenses,whether or
bankruptcy proceedings
not there is a lawsuit,including attorneys'fees,expenses for (including efforts to modify or vacate any automatic b
or injunction),and appeals. 1f not prohibited by applicable law,Borrower also will pay aay
ny court costs,in addition to all other awns Pro Y
law.
JURY WAIVER. Lender and Borrower hereby waive the right to any Jwv trial In any action,proceeding,or counterclaim brought by either Lender
or Borrower against the other.
RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right jointly
setoff in all Borrower's and all accounts with Lender(whether
checking,savings,or some other account). This Includes all accounts accou is holds jointly with someone else and o udb Borrower may
open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for whim setoff would be prohibited by
law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all somas owing onthendebted h at rge and taonff
and all such.accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to Pan
tect Landoes rights provided in this paragraph.
following collateral described in the security instrument fisted herein: a
COLLATERAL. Borrower acknowledges this Note is secured by the
Mortgage dated November 7,2006,to Lender on real property located in Cumberland County.Commonwealth of Pennsylvania.
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 Mortgage and M the Agreement to Provide Insurance, ail the terms and conditions of
which are hereby incorporated and made a part of this Note.
FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared s. if the 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
erilerder
ght to
Increase the interest rate charged on this Note by 0.26%. The Borrower shad receive written notification ten (10) days prior
to Increasing the interest rate charged on this Note.
LETTER OF CREDIT.Borrower will pay this loan immediately upon Lender's demand the Principal amount of this Note or so much thereof as
shall have been advanced as a result of the funding of all or a portion of Letter of Credit #06.73 dated November 7, 2006, together with
interest from the date of demand on the unpaid Principal balance from time to time outstanding until paid at the above referenced rate.Demand
shall not be made for payment or to enforce any of the remedies,obligations,or terms of this note until receipt by the Lender,or notification to
the Lender,of a sight draft,documentary draft,acceptance or other demand for payment pursuant to the above referenced Letter of Credit.
SUCCESSOR INTERESTS. The terms of this Note shall be binding Won 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 accounts)to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies)should be sent to
us at the following address:ORRSTOWN BANK,SILVER SPRING OFFICE,77 EAST KING STREET,P 0 BOX 250,SHIPPENSBURG,PA 17267.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion ofapecfftc default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. H 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,fad to realize upon or perfect Lender's
med necessary by Lender without the consent of or notice to anyone. All such
security interest in the collateral;and take any other action dee
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.
CABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVO
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR LED,
ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST,LATE CHAA RGES AND ANY AND
ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE,TO
ALL AMOUNTS EXPENDED OR GETHER WITH COSTS
ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
OF SUIT,AND AN AT
COLLECTION, BUTANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (86001 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. The lien arising from any judgment confessed or entered pursuant to the foregoing
authority shall not extend to any of Borrower's residential real property as that term is defined in the Pennsylvania Act of January 30, 1974(Pa.
Laws 13, No. 6), referred to as the Loan Interest and Protection Law, as amended, and the holder of any judgment confessed or entered
PROMISSORY NOTE S Page 3
Loan
No, (Continued)
levy or otherwise proceed against any such
pursuant to the forgoing authority shall not, in enforcement of any such Judgment, execute. that the holder
residential real property; provided, however, that the lien of such judgment shall extend m such�mdandaafter the entry of a judgment as
thereof shall be permitted to execute, levy or Proceed against such residential real propertythe
contemplated by Section 407 of such Loan Interest and Protecti or
on Law and Rules or otl a enfoo�ment contained in the immediately preceding
successor or similar statutes and rules. No fimitsdon of lien or any execution, authority iD confess or enter judgment.
sentence shall apply with respect to any judgment obtained other than by the foregoing thontY
PRIOR TO SIGNING THIS NOTE, BORROWER READ UNDERSTOOD
MS OF THALL E NOTE PROVISIONS
OF THIS NOTE, INCLUDING Tt�VARIABLE
INTEREST RATE PROVISIONS. BORROWER
BORROWER ACKNowLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE:
THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
THIS NOTE L4 GIVEN UNDER SEAL AND TC IS,INTENDED
SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
CHEST UT STREET WNHOUSES,LLC
`£`,f }• ''".x` p; •Z'�i^.x."• ..:2' i; Jvtx� Saul)
By
P. n Sopa y, :.mber of sURK SUset
To uses,LLC
— t�nw u+,c o w-aa�.�o�w e•M
wrear,ra.ue�.lb..,»a.�ooe. w�uro�,,.+.� n,.rcmuuv�c a
` DISCLOORE FOR CONFESSION OF JOGNIENT
•'""xa:..��,.,�. "��.;;::,x�; .... `� ��'•'.="�:"` :;;*S?%Gar' Rrsxaua
'T' `x :.,• ` '" :- document to a articulr loan or item.Y�
References in the shaded A m m cone onl' hae b n omitted due to text to is limitations.
Lender: ORRSTOWN BANK
Dedtaltant: Chestnut Street Townhouses.LLC{TIN: SILVER SPRING OFFICE
1 A STREET
Lancaster Street 77 EAST KING
POBOX 250
Harrisburg.PA 17111 SHIPPENSBURG.PA 17257
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT. THIS
7 DAY OF 1•a✓e IM�j{� . 20y�. A
PROMISSORY NOTE FOR 811.767.60 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINSTLARANT T IN COURT. AFTER A DEFAULT ON THE NOTE. WITHOUT NOTICE TO
AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT-CE W EXECUTINGDECLARANT AND WITHOUT OFFERING
THE NOTE. BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY F
ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE. THE UNDERSIGNED. ON
BEHALF OF THE DECLARANT.IS KNOWINGLY. INTELLIGENTLY. AND VOLUNTARILY WANING THESE RIGHTS. INCLUDING ANY RIGHT TO
ADVANCE NOTICE O THE ENTRY OFC JUDGMENT.AND THE U DEED FOIR CONFESSION 0 JUDGMENT PROVISION'
ENDER'S ENTERING
JUDGMENT A DECLARANT BY
INITIALS: rt:�;r��. ..:Ys::s
B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST
OVISION IN THE NOTE ALSO CONTAINS
DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING. THE CONFESSION OF JUDGMENT PROR A HEARING.TO
LANGUAGE THAT WOULD PERMIT LENDER. UPON ATTACHINOF G,LEVYING ON.NT.AGAIN HT T EITHER ADVANCE KING POSSESSION OF ONOTICE
OTHERWISE SEIZING
EXECUTE ON THE JUDGMENT BY FORECLOSING yMENT OF THE
DECLARANT'S PROPERTY. IN FULL OR PARTIAL AND A HEARING AFTER JUDGMENT IS�ENTERED AND BEFORE EXECUTION ON THE
DECLARANT'S RIGHTS TO ADVANCE DECLARANT- AND
JUDGMENT.THE UNDERSIGNED. ON BEHAL F THE AGREES AND CONSEMS 0 LENDERS�RR�NIIEDIATaY EXECUT
ING ON THE JUDGMENT IN
RIGHTS. AND THE NDERSIGNED EXPRESSLY
ANY MANNER ITTED BY APPLICABLE STATE AND FEDERAL LAW.WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE.
INITIALS: '
C. AFTER HAVING READ AND DETERMINED
RESEOF THE NTS THAT:FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH
STATEMENT THAT APPLIES,THE UNDERSIGNED
INITIALS
1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
NOTE.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO
DECLARANT'S ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW,
DECLARANT:
CHESTNUT STREET TOWNH USES-LLC
R%Mpr3;' h(;`iv.�.. .6J'�[i�% r•;at£N:' G .;£`':.)Zxfii•.
SNI
�•�C2y;i i'•:i�t0�. .,S^'vGNY:^"`>:Y �.tn .�',.1(i:F•: :v'.`iii.+': .v
O , hn opor�skY. ; r of hestnut treat
Townhouses.LLC
.et MIS
LAS"/IIO LVdiq VI.6.A110000�.M�iwwriibOm.
M 1!!>!00l. Y�eMrntl. M.Gwiviw+v'
EXHIBIT "K"
COMMERCIAL GUARANTIf�
.,h = r Rem.
k) •.. VN:M lit to anypardloan
' ^M"_
�`:'h "a z = _ ' lcability of this docume
._. _...~. vera•and do not limit the ePa � .
{� limitations.
References in the shaded area are for Lender's use ng **""has been omitted due to text gih
An item above containing ORRSTOWN BANK
Lender:
BOrroW er: Chestn et Towrdmouses.LLC(TIN' SILVER SPRING OFFICE
77 EAST KING STREET
o
5041 A Lancaster Street P O BOX 260
Harrisburg,PA 17111 SH{ppB11SBURG,PA 17257
Guarantor: P.John Sopertslcy iSSN40MOMM -
30 East Maplewood Avenue
Mechanicsburg,PA 17055
and unconditionally guarantees
and valuable consideration' Guarantor absolutely
discharge of all BOrrowees
GUARANTEE OF PAYMENT AND tisPg_f�ac�onMofE.Indebte�dness of Borrower to Lender. and the Performance
punctual Payment the of ant and performance and not of collection,so Larder can
full and Pu Lender's d Performance
against anyone else obligated to pay the
obligations under the Note and the Related Documents This is a guaranty exba d La other guaranty of the Indebtedness• Guarantor will make
enforce this Guaranty against Guarantor even when Lender has not exhaustgid of America, in IndObtay funds, Without set-off or
Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any
any paymentsPerform Borrower s obligations under the Note and Related Documents.
to Lender of its order, on demand, in legal tender of the United fates from time to time aril at any
deduction or counterclaim,and will otherwise Pe Guaranty means aU of the Principal amount outstanding law'attorneys'fees,
"as used in this moats and legal expenses related thereto permitted by
INDEBTEDNESS- The word"Indebtednessollection or;nterdmangeaWy with others, owes or will
one or more times,accrued unpaid interest th oreon a( than Borrower individually or collectively s eably idetrorrs and substitutions
Documents and any renewals,extensions,modifications'refinancing .
arising from any and all debts, liabilities and
owe Lender under the Note and Related Lenders rights under an guaranties
of the Note and Related Documents• such other guaranties.
If Lender presently holds one or more guaranties,or hereafter rece�'rdadbelow
� guaranties
contrary)affect or invafdate any
dfically P of this Guaranty and any such other Unterminated guaranties
shall be cumulative. This,Guaranty shat)on (unless
a ii�under the term of any acceptance by Lender,or any
Guarantor's liability will be Guarantor's aggregatefinally id and satisfied and
DURATION OF GUARANTY. This Guaranty will take effect when reeetved by Larder withoshall have been fully and ut the necessity guarantor or termination of any
in performed in full. Release of any other g
notice.to Guarantor or to Borrower,uunnddwill this GGuarantyf$shall have been
1pee Indebtednessthis Guaranty. revocation Lender receives from any am or
an of Guarantor's other obligations the 6of Guarantor under
other guaranty of the Indebtedness shall not affect remaining Guarantors under this Guaranty. Guarantor's
more Guarantors shall not affect the habinty of Guarantor authorizes Lender, without notice or demand and loans
lessening
to lease
to maks one or more additional segued or unsecured
GUARANTOR'S AUTHORIZATION TO LENDER. to alter, compromise, renew, extend'
liability under this Guaranty, from time to time: b°') ant al other terms of the Indebtedness or any part of the Indebtedness,
equipment or other goods to Borrower, or otherwise to extend additional credit terms
Borrower, repeated and may be for longer than the
accelerate, or otherwise change one or more times the time for paym extensions may be Pe exchange, enforce, waive, _
including ' for the payment of this Guaranty or the Indebtedness, and manner
increases and decreases of the rate of interest on time Indebtedness;or wtthout the substitution of new collateral; (D) to release'
original loan term; (C) to take and hold Se rel ase any such security, guarantors on any terms or in any
subordinate, fat or decide not to perfect' and
substitute.agree not to sue.or deal with any one or more of Borrower's sureties'endorsers.orother g permitted by the terms of the
tcation of payments and credits shall be made on the indebtedness; ( to
without limitation,ariY nonjudicial sale Pe grant participations in
Lender may choose; (E) to determine how,when and what apP1
apply such security and direct the order or manner of sale thereof,including m whole or( part.
controlling security agreement or deed of trust,as Lender in its discretion may determine; iG) to sell,transfer,assign
°r n epresentations or
all or any part of the indebtedness;and (H) to assign or transfer a ve�P taenia and waRty ants to Lender that (A)
an way the terms of this Guaranty; (B) this Guaranty is
GUARANTOR'S REPRESENTATIONS AND WARRANTIES• power,right and authority to enter into this Guaranty*
agreements of any kind have been made to Guarantor which would limit or quant,! Y regiment or other Instrument binding upon
executed at Borrower's request and not at the request of Lender' (C) Guarantor hat full Po Guarantor has not and will not without
(p) the provisions of this Guaranty do not conflict with or result In a default under arty gig a of all or substantially all of
and do not result in a violation of any law,regulation,court decree or ordertiaap�iietilt air, or Guarantor;
dispose information
the prior written consent of Lender, sell, lease, assign. encumber. h,G
assets.or any interest therein; (F) upon Lender's request h�rbeenr and ell future 6nanc avide to Lender filnformation whinancial and ch will baProal dad to
Guarantor's sent Guarantor's financial condition as of the dates the financial
acceptable to Lender,and all such financial Information which and
(H)
Lender
acceptable
and will be true and correct in all material respects and fairly Preadversely affect Guarantor's financial condition,
(G) no material adverse change has occurred in Guarantor's financial contllton since the date of the most recent
or
information is Provided: occurred which may materially
wded to Lender and no event has or similar action Gncluding those for unpaid taxes) aga)nsGuarantor ras pending
s abl�mshed
financial statements pro proceeding of Borrowers and W)
no litigation, claim,investigation, administrative pr way affect Guarantor's risks under this
from Borrower t i continuing basis information regarding Borrowers financial contrition. Guarantor agrees o
threatened; 4) Lender has made no representation to Guarantor as to the creditworthiness information or documents acquired by
adequate means of obtaining facts,events•or circumstances which might in any
keep adequately informed from such means of arty
Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guaantor a to continue lending
Lender in the course of its relationship with Borrower. livable law, Guarantor waives any right to require Lender (A)
prohibited by app esentarant protest,demand, or notice of any kind,including notice of any
GUARANTOR'S WAIVERS. Except as P collateral,or notice of any action or nonaction on the Pant of Borrower,
money or to extend other credit m Borrower;n� ^^elated to any other Suaraiona;
nonpayment of the Indebtedness or of any person,including Borrower or any lEl to give
endorser, or other guarantor M connection with the
hist any pe rection with the creation of new or additional
Lender, any surety, ntOr
guarantor,or any other Person,
loans or obligations; (C) to resort for payment or to proceed dmeLerider from Borrower, any other
d b Lender from Borrower or to comply with
against or exhaust any collateral held by. personal property security power,or (G) to commit any
{p) to proceed directly rag blit or private sale of Pe ursue any other remedy within Lender's
notice of the lemma,time, and dace of any pub rights or
any other applicable provisions°f the Un'dorm Commercial Cede; (Fl to p
i or impairment of coltaterat includtrg,revenbut nt Lender from bringing WY
act or omission of any kind,or ai any tiR1H,with respect to any matter atsoeve
all rights or defenses based on suretysh'P law or any other law which may P
Guarantor also waives any and '� one action" or 'antisleficiencY"
defenses arising by reason of (A) any "
COMMERCIAL GUARANTY 0
Loan N (Corlitiriued) "
Page 2
action, including aclaim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action,
either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying,or discharging the Indebtedness; (C) any disability or other defense of
Borrower,of any other guarantor,or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other
than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of limitations,if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (t7 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 Lander Is forced to remit the amount of that payment
to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
Claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower,the Guarantor,or both.
GUARANTOR'S UNDERSTANDING WiTH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is
made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be
effective only to the extent permitted by law or public policy.
RiGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open In the future. However,this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be
Prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds If there Is a default,and Lender
may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created,shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation,or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lander to the Indebtedness.
Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective Orly for the purpose of assuring to Lender full payment in
legal tender of the indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees,and Lender Is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents,constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Feesc Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees
and Lander's legal expenses,incurred In connection with the enforcement of this Guaranty. Lander may hire or pay someone else to help
enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
attorneys' fees and legal expenses whether or not there Is a lawsuit, including attomeys' fees and legal expenses for bankruptcy
proceedings(including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection
services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
irrtegration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty, Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty futlly reflects Guarantor's intentions and parol
evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
claims,damages,and costs(including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties,representations and agreements of this paragraph.
Interpretation. in all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one"Borrower
named in this Guaranty or when this Guaranty is executed by more then one Guarantor, the words "Borrower" and "Guarantor"
respectively shall mean all and any one or more of them. The words"Guarantor," "Borrower,"and"Lender"include the heirs,successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced,that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations,partnerships,limited liability companies,or similar entitles,It Is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers,directors,partners, managers, or other agents acting or purporting to apt on
their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and
shall be effective when actually delivered, when actually received by telefacsimile(unless otherwise required by law),when deposited with
a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail,as first class, certified or registered mad
postage prepaid,directed to the addresses shown near the beginning of this Guaranty. Any parry may change its address for notices under
this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address.
For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by
applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all
Guarantors.
l
COMMERCIAL GUARANTY
Loan No (Continued) Page 3
No Waiver by Lander. 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 shad operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shad not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between
Lender and Guarantor,shall constitute a waiver of any of Lenders rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender In any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. The temrs of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal
representatives,successors,and assigns,and shall be enforceable by lender and its successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary,all references to dollar amounts shad mean amounts in lawful money of the United States of America. Words and terms
used in the singular shad include the plural,and the plural shad include the singular,as the context may require. Words and terms not otherwise
defined M this Guaranty shad have the meanings attributed to such terns in the Uniform Commercial Code:
Borrower. The word"Borrower"means Chestnut Street Townhouses, LLC and includes all co-signers and co-makers signing the Note and
all their successors and assigns.
Guarantor. The word"Guarantor"means everyone signing this Guaranty,including without limitation P.John Sopensky,and In each case,
any signer's successors and assigns.
Guaranty. The word"Guaranty"means this guaranty from Guarantor to Lender.
T, eqMjWqWoWl1VAW*e
s. o y1 61itedness"mns Borrower's indebtedness to Lender as more particularly described in this Guaranty.
"apans ORRSTO BANK,its successors and assigns.
pro cry note dated November 7, 2006, in the original principal amount of 811,767.80 from
'ImVec t6uEI081 wallil ener s of, extensions of, modifications of,refinancings of,consolidations of,and substitutions for
Re ted ocuments. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT BLED, CONFESS OR ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (8600)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY.HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
The Hen arising from any Judgment confessed or entered pursuant to the foregoing authority shad not extend to any of Guarantor's residential
real property as that tens Is defined in the Pennsylvania Act of January 30, 1974(Pa. Laws 13, No. 6),referred to as the Loan Interest and
Protection Law, as amended, and the holder of any judgment confessed or entered pursuant to the forgoing authority shall not, in enforcement
of any such judgment, execute, levy or otherwise proceed against any such residential real property; provided, however, that the den of such
judgment shall extend to such residential real property and that the holder thereof shall be permitted to execute, levy or proceed against such
residential real property from and after the entry of a judgment as contemplated by Section 407 of such Loan Interest and Protection Law and
Rules 2981 to 2986 of the Pennsylvania Rules of Civil Procedure, or successor or similar statutes and rules. No limitation of lien or any
execution, levy or other enforcement contained in the immediately preceding sentence shad apply with respect to any judgment obtained other
than by the foregoing authority to confess or enter judgment.
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 NOVEMBER 7.2006.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
:<) " ^sem i:2j<i• y:' f; ;:::�;y,�' R;.JTciJ:r- SF, ;.CG:;:!,{u.•i``:x •G
.... .. :w�<i<:••{ <•..., tie-rv.
., s''.:<.,s::�;':�• ,.Sean
P.J n risky
COMMERCIAL GUARANTY i
Loan N (Continued) '
Page 4 4
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
f �J )SS
COUNTY OF C00IN—
day
JCA ,20 V b ,before me
444 the undersigned Notary Public, personally appeared P.John Sopensky, known to me for satisfactorily
prbvenf.lo be the person whoa name is subscribed to the within Instrument, and acknowledged that he or she executed the same for the
Purposes therein contained.
In witness whereof.I hereunto set my hand and official seal.
No Public In and for the State of
Lam Now,"Vr.&X%*=CW.H h sr—desakf.-.atl97=a "ftrAWA& -M FwruFmAef/---H�eft�e ft
4vEft
o
- _ i
DISCLOORE FOR CONFESSION OF J&GMENT
••:s:::!lt<�'.7:�'"�.t�-` "�A��t�:'_ > ;. ., ''\.,'iC:;�.r•�rSiiri...ss .;�,. �� .e�L�
-: •.._ -,..-- : .. ate. �..
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.
Any Item above containing•*•`"has been omitted due to text IeWh limitations.
Borrower: Chestnut ownhouses,LLC MN: Lender: ORRSTOWN BANK
SILVER SPRING OFFICE
ancestor Street 77 EAST KING STREET
Harrisburg,PA 17111 P 0 BOX 250
SHPPENSBURG,PA 17257
DOCIefent: P.John Sopensky(SSN:
30 East Maplewood Avenue
Mechanicsburg,PA 17055
DISCLOSURE FOR CONFESSION OF JUDGMENT
1 AM EXECUTING, THIS DAY OF Nn V t I^"14- 20 OA, A GUARANTY OF A PROMISSORY NOTE FOR
S 11,767.80 OBLIGATING ME TO REPAY THAT AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME W-COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT
OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY,BEING FULLY AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO
LENDER'S EN I ^JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
INITIALS: tea '
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LENDER. AFTER ENTRY OF JUDGMENT. AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON,ATTACHING,LEVYING ON,TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY.IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY,BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE
JUDGMENT IN MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW.WITHOUT GIVING ME ANY ADVANCE NOTICE.
INITIALS: ` �µ}:• :.:m`
C. AFTER HA NG READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES,1 REPRESENT THAT:
INITIALS
1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
TO MY ATTENTION.
D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10.000;THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED
AND SIGNED IT:AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
XS:::i<::'i> - t.:;•.;u<:t:•jgg
...::a:•',a:•':.•r',l-'W%.2v.i.:`..'?:L2?%•.;sw3,i8:;r•:>•:O:•,-.,a�-vC.i..oY S:..:,•.,�. 3{:.a 3:::,v:an>,ykiy
SeetA%--Iat
. i
P.Johh Sopensky
LAM IAC"ftdM*.VY.5.97.10.000 CeN."•Ir/PYM11611 POMY.nA k./M7.9555. MAgt,Mw.d. •►A e%MVU0W.FC 7W%M MIS
EXHIBIT "L"
ASSIGNMENT QF
ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION,
CAssignor'), .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 LIMI ED LIABILITY COMPANY, its successors
and assigns ("Assignee l without recourse to the Assignor, and without representations,
warranties or cove, express or implied, written or oral, by the Assignor, all right, title and
interest of the Assignor in and to the:loan identified onib't A attached hereto.{thy "Loan"y,
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 Goan,
together with any other documents or instruments executed and/or delivered in connection with
or otherwise related to the Loan.
Dated this of February,2013
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking
corporation
By: MAGNOLIA PORTFOLIO, LLC,a Delaware
ldnited�Jia its Attorney-in-Fact
By:
Name: R. Patterson Jackson
Title: Authorized Signatory
AMO Ref,: 2510.052
Loan Name: C"ES''MT STREET TOWNHOUSES LLC
Moen Ref.:26442805201
EXHIBIT"All
T4
ASSIGNMENT OF SECURITY DOCUMENTS
Ttiat certain loan dated November 7,2006,in the stated original principal amount of$1.1;767.8Q,
executed by Chestnut Street TOwnhouses, LLC to Orrstown Bank, which is secured by property
located in Cumberland County,State of Pennsylvania.
AMO Ree: 2510.052
Loan Now: CHES7NUT STREET TOWNHOUSES LLC
Loan Ref.:26442WS201
VERIFICATION
hereby states that /she is �c't of SABAL
FINANCIAL GROUP,LP,m rtgage servicing agent for Plaintiff in this matter,that h she is uthorized
to make this Verification,and verify that the statements made in the foregoing Civil Action Confession of
Judgment;are true and correct to the best of hi er i ormation and belief. The undersigned
understands that this statement is made subject to the penalties of 18 Pa. C.S. Sec.4904 relating to
unsworn falsification to authorities.
Further,due to its mortgage servicing agency relationship with plaintiff,MAGNOLIA
PORTFOLIO,LLC, is in possession and control of all documents and records supporting the statements
in the foregoing pleading and,therefore,the undersigned,rather than an officer or employee of plaintiff,
is the appropriate individual to make this Verification pursuant to Pa.R.C.P. 1024(c).
Name:
Title:
Company: _ n ..� ' „�,,�,c✓'
Date: ����
IV i
LSEP -8 J G
IN
THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIAC U F E S YLV
N0 A T Y
MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liability company, assignee of CIVIL ACTION - LAW
Orrstown Bank :
Plaintiff, NO. 14 - 5a35
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a
PAUL J. SOPENSKY,
Defendants.
NOTICE UNDER RULE 2958.1
OF JUDGMENT AND EXECUTION THEREON
Notice of Defendant's Rights
To: Chestnut St Townhouses, LLC
30 E. Maplewood Avenue
Mechanicsburg, PA 17055
A judgment in the amount of$4,340,454.42 has been entered against you and in favor of
the plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money or
other property to pay the judgment at any time after thirty(3 0) days after the date on which this
notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
NOTICE TO DEFEND & LAWYER REFERRAL SERVICE
Pennsylvania Lawyer Referral Service
Pennsylvania Bar Association
P.O.Box 186
Harrisburg,PA 17108
Phone(800)692-7375
Respectfully Submitted:
JSDC LAW O VICES
Date: September 5, 2014 By: (qU49 QV
SCOIVA. DietteA50
E uire
Attorney I.D. #
James D. Young, Esquire
Attorney I.D. #53904
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
THE
'Lr
20 Ili SEP _g PM 12: ?
IN THE COURT OF COMMON PLEAS UMBERLAND COUNT Y
CUMBERLAND COUNTY; PENNSYLVAN `A PENNSYLVANIA
MAGNOLIA PORTFOLIO, LLC, a Delaware " CIVIL ACTION - LAW
limited liability company, assignee of
orrstown Bank Plaintiff, NO. 14-5a55 0�
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a
PAUL J. SOPENSKY, Defendants.
NOTICE UNDER RULE 2958.1
OF JUDGMENT AND EXECUTION THEREON
Notice of Defendant's Rights
To: P.John Sopensky a/k/a Paul J. Sopensky
30 E.Maplewood Avenue
Mechanicsburg,PA 17055
A judgment in the amount of$4,340,454.42 has been entered against you and in favor o
the plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money or
i
other property to pay the judgment at any time after thirty(30) days after the date on which this
notice is served on you.
�I You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A
SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO PETITION JUDGE WITHIN THIRTY (30)DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT DUORD ERENE,
YOU CAN GET LEGAL HELP.
OFFICE SET FORTH BELOW TO FIND
{
NOTICE TO DEFEND &LAWYER REFERRAL SERVICE
Pennsylvania Lawyer Referral Service
Pennsylvania Bar Association
P.O.Box 186
Harrisburg,PA 17108
Phone(800) 692-7375
Respectfully Submitted:
JSDC LAW OFFICES
Date: September 5, 2014 By: ��� *#r
Sco . Dietteri , Es ire
Attorney I.D. #5V650
James D. Young, Esquire
Attorney I.D. #53904
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
2,0 111 SES -� �'�9 ��� �'�,�
IN THE COURT OF COMMON PLEAS f
CUMBERLAND COUNTY, PENNSYLVANIAUMBBRLAND COUNTY
PENNSYLVANIA
MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liability company, assignee of CIVIL ACTION - LAW
Orrstown Bank
Plaintiff, NO. 14 -sa 3! 1 ,V iITerm
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a
PAUL J. SOPENSKY, :
Defendants.
CERTIFICATION OF ADDRESS
I hereby certify that the address of the parties in the above action are as follows:
Magnolia Portfolio, LLC
4675 MacArthur Court, Suite 1550
Newport Beach, CA 92660
Plaintiff
Chestnut Street Townhouses, LLC
30 E. Maplewood Avenue
Mechanicsburg, PA 17055
Defendant
P. John Sopensky a/k/a Paul J. Sopensky
30 E. Maplewood Avenue
Mechanicsburg, PA 17055
Defendant
J LAW O ICES
BY:
Sc k. Diett ck, uire
PA .D. # 55 0
James D. Young, Esquire
PA I.D. #53904
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
Attorneys for Plaintiff
T'i� r'�O�f�O � `
E� 110'
IN THE COURT OF COMMON PLEAS Z'914 SEP -8 PM 12° O 7
CUMBERLAND COUNTY, PENNSYLVANIA CU M 8 E R L A N D C; Uhl T Y
MAGNOLIA PORTFOLIO, LLC, a Delaware PENNSYLVANIA
limited liability company, assignee of CIVIL ACTION - LAW
Orrstown Bank
Plaintiff, NO. 14-5a35 31vilTerm
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a :
PAUL J. SOPENSKY,
Defendants.
AFFIDAVIT OF NON-MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA
SS:
COUNTY OF DAUPHIN
I, James D. Young, Esquire, attorneys for and authorized representative of Plaintiff,
Magnolia Portfolio, LLC, hereby certify, subject to the penalties of 18 Pa.C.S.A. §4904, that the
Defendants, are not in the military service of the United States of America to the best of my
knowledge, information and belief. #ft
J D. Yo t11
E ire
SWORN TO AND SUBSCRIBED BEFORE
ME THIS 5TH DAY OF SEPTEMBER,
�2014
Notary Public
My Commission Expires:
E
IAL SEAL
L SPURLOCK
ry Public
ORO,DAUPHIN COUNTY
Expires Feb 2,2017
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
MAGNOLIA PORTFOLIO, LLC, a Delaware
limited liability company, assignee of CIVIL ACTION - LAW
Orrstown Bank
Plaintiff, NO. 14 -5a:55 aivil-kerpq
V.
CHESTNUT ST TOWNHOUSES, LLC and
P. JOHN SOPENSKY a/k/a :
PAUL J. SOPENSKY, ;
Defendants.
NOTICE OF JUDGMENT
TO: CHESTNUT ST TOWNHOUSES, LLC
P.JOHN SOPENSKY a/k/a PAUL J. SOPENSKY
DEFENDANTS
You are hereby notified that a Judgment was entered in the above-captioned proceeding
on September 8� , 2014, in the amount of$4,340,454.42 plus interest on the principal
sums from May 31, 2014 at the contractual rates.
c3WUA
Prothonotary
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
RonnyRAnderson
Sheriff 6'H PROTHQNO1 e s ,
Jody S Smith
Chief Deputy
Richard W Stewart
Solicitor
ti,Jar�nf+rola
OfriCB 4. Ir THE Sk fiir=
•
2 Ui SEP 22 PM 2: 29
CUMBERLAND COUNTY
PENNSYLVANIA
Magnolia Portfolio, LLC, a Delaware limited liability company, assigne
vs.
Chestnut Street Townhouses, LLC (et al.)
Case Number
2014-5235
SHERIFF'S RETURN OF SERVICE
09/12/2014 01:30 PM - Deputy Shawn Gutshall, being duly sworn according to law, served the requested Complaint
in Confession of Judgment by "personally" handing a true copy to a person representing themselves to
be the Defendant, to wit: P John Sopensky at 1300 Market Street, Ste 12, Lemoyne Borough, Lemoyne,
PA 17043.
09/12/2014 01:30 PM - Deputy Shawn Gutshall, being duly sworn according to law, served the requested Complaint
in Confession of Judgment by handing a true copy to a person representing themselves to be John
Sopensky, Owner, who accepted as "Adult Person in Charge" for Chestnut Street Townhouses, LLC at
1300 Market Street, Suite 12, Lemoyne, PA 17043.
GUT ALL, DEPUTY
SHERIFF COST: $62.08 SO ANSWERS,
September 16, 2014
(c) County Su e Sheriff, Telzoscf;, Inc
RONNY R ANDERSON, SHERIFF