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HomeMy WebLinkAbout14-5236 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, �•-�— V. NO. �'C ` �o� 0 ►V I lP`h 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, Defendants. CIVIL ACTION–LAW 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 confep judgment in favor of Plaintiff and against Defendants as follows: S2 -0: e- _-1 Principal $ 465,963.20 ' Interest through 5/29/2014 $ 2,311.60CO Default Interest $ 1,165.52 -, Other Fees $ 16,354.38 j ' `--;_. Late Charges $ 160.05 =' Legal Expenses Paid $ 822.00 - -- Attorneys' Fees & Costs $ 46.944.03 TOTAL $533,720.78 plus interest on the principal sum ($465,963.20) from May 30, 2014, at the rate of$115.84 per diem. J LAW O Date: September 5, 2014 BY: Seqit Y. Dietteric , squ' e PA . . #55650 James D. Young, Es ire PA I.D. #53904 PRO HAC VICE P.O. Box 650 +44,,00 Pq Hershey, PA 17033 C�oa(gd (717) 533-3280 �o�ice mai led IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MAGNOLIA PORTFOLIO, LLC, CIVIL DIVISION a Delaware Limited Liability Company, Assignee of Orrstown Bank, Plaintiff, NO.: r►� - j a 3�O CIV i(Tem VS. 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a PAUL J. SOPENSKY TYPE OF PLEADING: Defendants. CIVIL ACTION- COMPLAINT IN CONFESSION OF JUDGMENT FILED ON BEHALF OF: Magnolia Portfolio, LLC Assignee of Orrstown Bank, Plaintiff COUNSEL OF RECORD FOR n,'n THIS PARTY: Scott A. Dietterick, Esquire A Y FOR P$&MIFF 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 201-221 N.67`h Street,LLC (717) 533-3280 1300 Market Street,Suite 12,Lemoyne,PA 17043 Igor A.Druker 2041 Chevy Chase Drive,Harrisburg,PA 17110 P.John Sopensky 30 E.Maplewood Drive,Mechanicsburg,PA 17055 A RNEY FOR L T F : MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, V. No. l q 201-221 NORTH 67' STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, Defendants. CIVIL ACTION - LAW 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, 201-221 North 67th Street, LLC ("North 67th"), is a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with a registered address of 1300 Market Street, Suite 12, Lemoyne, Cumberland County, Pennsylvania 17043. 3. Defendant, Igor A. Druker("Druker"), is an adult individual with an address of 2041 Chevy Chase Drive, Harrisburg, Dauphin County, Pennsylvania 17110. 4. Defendant, P. John Sopensky a/k/a Paul J. Sopensky("Sopensky"and collectively referred to with"North 67th" and "Druker" as the "Defendants"), is an adult individual with an address of 30 East Maplewood Drive, Mechanicsburg, Cumberland County, Pennsylvania 17055. 5. On or about July 29, 2011, North 67th, executed and delivered a certain Promissory Note in favor of Orrstown Bank("Orrstown") in the original principal amount of $495,000.00 ("Note"),which Note authorized a confession of judgment against North 67th'which Note was endorsed to Plaintiff. A true and correct copy of said Note is marked Exhibit"A", attached hereto and made a part hereof. 6. On or about July 29, 2011, Druker, as a member of North 67th, executed and delivered a certain Commercial Guaranty in favor of Plaintiff,unconditionally guarantying and becoming surety for North 67t''s obligations under the Note ("Druker Guaranty"), which Druker Guaranty authorized a confession of judgment against Druker. A true and correct copy of said Druker Guaranty, is marked Exhibit`B", attached hereto and made a part hereof. 7. On or about July 29, 2011, Sopensky, as a member of North 67th, executed and delivered a certain Commercial Guaranty in favor of Plaintiff, unconditionally guarantying and becoming surety for North 67t''s obligations under the Note ("Sopensky Guaranty"hereinafter, collectively referred to with the "Druker Guaranty" as the "Guaranties"), which Sopensky Guaranty authorized a confession of judgment against Sopensky. A true and correct copy of said Sopensky Guaranty is marked Exhibit"C", attached hereto and made a part hereof. 8. By Assignment of Security Documents, dated February 5, 2013, Orrstown assigned all its right, title and interest in the security documents for the Note, including the Druker Guaranty and the Sopensky Guaranty to Plaintiff. A true and correct copy of said Assignment is marked Exhibit"D", attached hereto and made a part hereof. 9. The Note has not been released. 10. Judgment has not been entered against the Defendants on either the Note or the Guaranties, in any jurisdiction. 11. Defendants are in default under the aforesaid Note and Guaranties for, inter alia, failure to pay real estate taxes as required under certain security documents for the Note and the balance of principal and interest as demanded by Plaintiff. 12. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 13. The itemization of the amount due, including interest and attorneys' fees as authorized by the Note and Guaranties, is as follows: Principal $ 465,963.20 Interest through 5/29/2014 $ 2,311.60 Default Interest $ 1,165.52 Other Fees $ 16,354.38 Late Charges $ 160.05 Legal Expenses Paid $ 822.00 Attorneys' Fees & Costs $ 46.944.03 (10% of Principal &Accrued Interest) TOTAL $ 533,720.78 plus interest on the principal sum ($465,963.20) from May 30, 2014, at the rate of$115.84 per diem. WHEREFORE, Plaintiff as authorized by the Note and Guaranties, demands judgment against the Defendants in the amount of$533,720.78 with interest on the principal sum ($465,963.20) from May 30, 2014, at the rate of$115.84 per diem. JSDC LAW OFFICES Date: September 5, 2014 BY: Qlk A�pn Scig A. Dieohctlysquire PA I.D. # 554$0 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" ' PROMISSORY NOTE K11161A L-4an bate mawh'i i,ctan No 107-29-2011 Call I fan A6cot�nt' Officer Ifu6afs $ R eeaea n the boxes above are for Lender's use only and do not limit the i� 1430AVE Any item above containing ^••• applicability of this document to any particular loan or item. - has been omitted due to text length(imitations. Borrower; 201.221 North 67th Street.LLC Lender: ORRSTOWN BANK 1300 Market Street,Suite 12 011 SILVER SPRING OFFICE Lemoyno, PA 17043 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG,'.PA 17257 Principal Amount: $495,000.00 Date of Note' July 29, 2011 Maturity Date: July 29, 2036 PROMISE TO PAY. 201-221 North 67th StreeL LLC t'Borrowar")promises to pay to ORRSTOWN;BANK(-Lender-1,or order.In lawful money of the United States of America,the principal amount of Four Hundred Ninety-five Thousand & 001100 Dofiara (r3496,000.00),together with Interest on the unpaid principal balance from July 29,2011.until paid In full. PAYMENT". Borrower will pay this loan In full ImmadlAftlY upon Mender's damand. II no demand Is made, Subject to anypaymant cfFang_as resulting from changes in the Index, Borrower wpl)pay this loan In accordance with the following payment schedule,which Cal culates interest es on the unpaid iprincipal balances as desedbed in the "INTEREST CALCULATION METHOD` paragraph using the Interest rates described in this paragre0h: 60 monthly consecutive~Pal and interest payments in the!mile1 amount of 09,200.95 each. beginning August 29,2011. with interest calculated on the unpaid principal balances using an initial interest rate of 5.950% per annum based on a year of 360 days:end 240 monthly consecutive principal end interest payments In the InRW amoum of $2,957.87 each, beginning August 29. 2016. with Interest calculated on the unpaid principal balances using an interest rate based on the Wall Street prime(currently 3.260%1, pias a margin of 0.5�%, adjusted If necessary for the minimum and maximum rate Imitations for this loan,resulting in an in at interest rata of 8.000%Per annum based,. on a year of 360 days. Borrower's final payment will be duo on July 29, 2036 and will be for all principal and accrued interest not yet paid, together with any other.unpaid amounts under this Note. Unless otherwise agreed or required by epplkm"law,payments will be applied first to any accrued unpaid interests then to principal;then to any late charges.and then to any unpold collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE For the first 60 payments,the interest rate on this loan will be 5.950%. 11horeafter,the interest rate on this Note is subject to change from time to time based on changes In on Independent Index which is the Wali Street Prime fthe "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 Atter notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request, The interest rate change will not occur more often than each day. Borrower undarstends that Lender may make loans based on other rates as well. The Index currently is 3.250%per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates sat forth herein In the ''Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream win ibe effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.000% per ennum or more then the mbximum rate allowed by applicable law. Whenever increases occur In the interest rate, Lender, at its option, may do one or Moro of the following: (A) increase Borrowers payments to ensure Borrower's loan will pay off by its original finol maturity date, (B) increase Borrower's payments to cover accruing Interest, (q increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. INTE=REST CALCULATION METHOD. Interest on this Note is computed on a 9551360 basis:that Is. by applying the ratio of the 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. All interest payable under this)Mote is computed using this method. PREPAYMENT PENALTY. Borrower agrees that all ban fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon pregtaymaatt of this Note, Lender is entitled to the following prepayment penalty. Should Borrower prepay e1 or any amount of principal during the next five 16)years,the Borrower shall be essessed egainst the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment percentage shag decrease one percent 11.00%)per annum to par. Leader acknowledges that excepted from this assessment win'!be principal payments that are generated as a result of operation of the business for which the ben was extended. Specifically not excepted WIN be any prepayments generated as a result of a refinancing,at any other financial Insthution. Except for the foregoing. Borrower may pay all or a portion of the amowd 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•Bormwer's making fewer payments. Borrower agrees not to send tender payments marked 'paid in full", `without recourse", or similar 'language. If Borrower sends such a payrnom. 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 Lander. 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 roust be mailed or delivered to: Orrstown Bank,iNorth Pointe Operations Center, 2696 Philadelphia Avenue Chambersburg,PA 17201. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 8.000% of the regularly scheduled payment er $60,00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 3.000 percentage point margin ("Default Rate Margin''). The Default Rate Margin shall also apply to each aucceedi g interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no defauk, the Default Rate Margin will continue to apply to the final.interest rate described In this Note. If Judgment is entered In connection with this eNote,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 rEvent of Default') under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fells 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 boheif under th[S PROMISSORY NOTE Loan N (Continued) Page 2 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 fregardless of whether election to continue is made), any member withdraws from Borrower, or any other termination Of Borrower's e*slence •a 0 going business or the death of any member, the Insolvency of Borrower, the appointment of a receiver for any pert 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 Pt*caedings. 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 airy 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 tender written notice of the creditor or forfeiture proceeding and deposits with Lender monfes 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 chenge 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 then a default in payment Is curable and If Borrower has not been given a notice of 9 breech of the same provision of this Note within the preceding twelve (12) months, it may be cured If Borrower, after Lender sends 'written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (151 days;or 421 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 than Borrower will pay that amount. ATTORNEYS' FEES, EXPENSES. Lewder may hire Or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. 'This inefudes, sublect to any limits under applicable law, Lender's reasonable attorneys''fees and Lender's legal expenses, whether or not there Is a lawstft, Including reasonable attorneys' fees. expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or irgunction),and appeals. If not prohibited by applicable law,Borrower also will pay any court costs, In addition to all other suras provided by law. JURY'WAIVER. Lender and Borrower hereby waive die right to any jury OW in any action,proceeding.or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federat law eppllceble to Lender and,to the extent not preempted by fedetel'low,the laws of the Commonwealth of Pennsylvania wahma regard to its conflicts of law provisions, This Note has been accepted by Lander in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there Is a lawsuit. Borrower 001`008 upon Lender's request to submit to The jurisdiction of t1hei courts of the Commonwealth of Pennsylvania, In the county in which Borrower's following address Is located- 1300 Market Street, Suits 12, Lemoyne,, PA 17043. 015140NORED ITEM FEE. Borrower will pay a fee to Lender of 05.00 it 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 6 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 itis 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,end, at I",sea 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: 4A1 a Mortgage dated July 29, 2013, to Lender on real property located in Swatare Township, Dauphin County, Commonwealth of Pennsylvania. (B) an Assignment of All gents to Loider on real property located in Swatara Township,Dauphin County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands Chet Borrower,is required to obtain insurance for the collateral securing this Note. Further Information concertina this requirement is set forth In the Mortgage and in the Agreement to Prrdvrdle Insurance; all the terms and conditions of which arra hereby incorporated and made a part of this Note. FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns andtor 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 docs not receive the required financial information within two hundred seventy (2741 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. OVERORAFTPROTECTION.You may obtain credit advances unda'r your Credit Line by writing a check ern your checking account(al with us In excess of the available collected balance in the account(s),. SUCCESSOR INTERESTS. The terms of this Note shell 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 end assigns. GENERAL PROVISIONS. This Note is payable on demand,. The inclusion of specific default provisions or rights of Lender shall not preclude Lander's right to declare gayn+etnt of this Note on itis demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lander may delay or forgo enforcing any of its rights or remedies under this Nobe 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, end unless otherwise expressly stated in writing,110 party who signs this.Note, whether as maker., PROMISSORY (VOTE - , Loam Noad�=11111� (Continued) Page 3 guarantor, ecCommodation maker or endorser, shall be released from liability. All such parties agree that bender may renew or extend (repeatedly and for any length of time)this loan of release any,party or guarantor or colfateral;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 fa mad©. 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 effect the enforceabilfty of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTKORIZES 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 AOrAUEO 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 60%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN AAtY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (6500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY,AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL, PRIOR TO SIGNING THIS NOTE. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS- BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER-. 201-221 NORTH 67TH STREET,LLC By.— �_ w- � tseN) By P Jjhn S6066k .Member at:201-7-21 North Soell Igo. ker, MiWar Of !- 4 North ts7t!► Sheet.LLC Street,LLC Wo Baa i.0v:Va.MMM a.n w,uy r.*"w ►,..rvr.Hm. ,r ft"ft%*= .rn..iem,own=1p aw m•i DISCLOS­ 3E FOR CONFESSION OF JV- 9MENT nc a1 Lam baR+;e pr1w Low Na C 1 Coll lccotm3' ` macer ini afs 449510w,0003- 40AVE References in the boxes above are for Lender's use only and do not limit the applicabllity of this document to any particular loan or item, Any item above contalnl '••"' has been omitted due to text length Ilmltations. Dedarent: 201-221 North 67th Street,LLC Lender: ORRSTOWN BANK 1300 Market Street.Suite 12 011 SILVER SPRING OFFICE Lemoyne.PA 17043 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 DAY OF _Y 20_L . A PROMISSORY NOTE FOR $495,000.00 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 JUDGMENT A f DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS. r B. THE UNDERS EO 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. DING 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 WAIVING THESE RIGHTS,AND THE 44DERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MAN ER BY APPLICABLE STATE AND FEDERAL LAW.'WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: . C. AFTERt HA G READ AND DETERMINED WHICH Of THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,'THE UNDERSIGNED REPRESENTS THAT: IN�IA 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. DIS' °DSURE FOR CONFESSION OF A IMENT Loan No: (Continued) gage 2 THIS DISCLOSURE IS GIVEN MER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL.. CONSTITUTE ANDHAVE THE VFFECt Of A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: 201.221 NORTIJQ7TH STREET.LLC By: I" - Sean F'. Sopa s . ember of 201-221 worthl 67th re' llG BY: r�r.ur.+�wiBsell Igor A. ru er. Member of 201-22lfNorth 57th _. Suet.LLC 1141111 NID 1a.bib•iM.6.1604ArY'Qq'.MA�A I.rrdi f++1Y.i MF IIS?. 11. 1F H+ NM.mfi .M eA0MlM0WX MIMI MI x 5 EXHIBIT "B" 'COMMERCIAL GUARANTY ftne$41 Loan bate V. - aft No �1.� Account macer I Initials n 13(lID : CflA�V� References in the boxes above are for Lender's use only and db not limit the applicability of this do ant to any particular loan or Item. Any item above contain `''•"has been omitted due to tent length licummitations. Borrower. 201-221 North 670t Street, LLC Lander: ORRSTOWN BANK 1300 Market Street,Suite 12 011 SILVER SPRING OFFICE Lemoyne, PA 17043 77 EAST KING STREET F O BOX 2S0 SHIPPENSBURG,PA 17267 Guarantor: Igor A.Druker 2041 Chevy Chase Dr. Harrisburg.PA 17110 GUARANTEE OF PAYMENT AND PERFORMANCE. For good end valuable consideration, Guarantor absolutely and unconditionally guarantees full and,punctual payment and satisfaction of the Indebtedness of Gorrower 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 collec(ion, so Lender can enforce this Guaranty against Guarantor even when Lander 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,end will otherwise perforin Borrower's obligations under the Note end 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 eollectivety or interchangeably with others, owes or will owe Lender under the mote and Related Documents and any renewals,extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lander presently holds one or more guarenties,or hereafter recetves additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not lunless specifically provided below to the contrary)affect or invalidate arty such Oliver guaranties. Guarantor's liability will be Guerentors 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 M 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 of snore 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 end without lessening Guarantor's liability under this Guaranty, from time to time: {A) to rnake one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise chane 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; ICi to take and hold security for the payment of this Guaranty or the indebtedness, and exchange, enforce. waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to Masse, substitute,agree not to cue,or deal with any one or mote of Borrower's sureties,endorsers,or other guarantors on any terms or In any manner Lender may choose; IEI to determine how, when end what application of payments and Credits shall be made on the Indebtedness; IF) to apply such security and direct the osier or manner of sale thereof;including without limitation, arty nonjudiclal sale permitted by the tarms 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 airy 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 (AI 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; (8) this Guaranty is executed at Borrower's request and not at the request of Lender, (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with Or result in a default under any agreement or other instrument binding upon Guarantor and do nut result in a violation of any law,regufation,court decree or order applicable to Guarantor; CEI 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; IF) 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 (,f) 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 effect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lander 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 IA) to continue lending money or to extend other credit to Borrower; (81 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, Lander, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; IC) to resort for payment or to proceed directly or at once against any person,including Borrower or env other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to glve notice of the terms, time, end place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provision of time Uniform Commercial Code; (F) to pursue any otter 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 tAl any `one action"' or "anti-deficiency" law or any other law which may prevent Lender from bringing any COMMERCIAL GUARANW Loan No;imp-� 10ontinued) wage 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, (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarertor's rights to proceed against Borrower for+reimbursement, Including without limftation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying,or discharging the Indebtedness; 10 any disability or other defense of Borrower, of any otter 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; IE) 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 IFI any defenses given to guarantors at low or in equity other than actual payment and performance of the indebtedness• If payment is made by Borrower, whether voluntarily of otherwise,or by any third patty,on the Indebtedness and thareaftor Lender is forced to remit the amount of that payment to Borrowers trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness Shall be considered unpaid for the purpose of 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, recoupmont of 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 foil 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 shell 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 eery 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 those 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 claire 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 tar 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 pad to L.erder and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lendet cit Claims which it may have or acquire against Borrower at 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 Guarartt*r, from time to time to file financing atetements and continuation statements and to execute documents and to take such other actions as Lender doom$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, togttthor 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 partles 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 attorneys' fees and Lender's legal expenses, incurred In connection with the enforcement of this Guaranty. Lender may hire or pay sorneone else to help enforce this Guaranty, end 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`fear 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 end are riot to be used to interpret or define the provisions of this Guaranty. Governing Law. This GueranlY w1 be governed by federal low applicable to Lender and,to the extent rot preernpted by federal law,the lane of the Commonwealth of Pennsylvania without regard to Its conflicts of low provisions, Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lander'.s request to submit to the jurisdiction of the courts of the. Commonwealth of Pennsylvania,In the county in which Borrower's following address Is located: 1300 Market Street, Suite 12, Lemoyne, PA 1704,3, Integration. Guarantor further agrees that Guarantor has road and fully understands the temps 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 net required to interpret the terms of this Guaranty. Guarantor hereby indemnities 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 end 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 there 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, asslgns,and transferees of each of them. It a court finds that any provision of this Guaranty Is not valid or should not be enforcer(, 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 east 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 intro the powers of Borrower or Guerentor 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 shell be guaranteed)under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guarenty shall to given in writing, and COMMERCIAL GUARANTY Loan NtI (Continued) -- — (Page 3 shall be effective when actually delivered, when actually received by telafecsimile(unless otherwise required by law), when deposited with a nationaliy recognized overnight courier, or, if mailed,when deposited In the United States mail, as first class, certified or registered mail Postage Prepaid,giving to the addresses shown near the rtia ring of this Guaranty. Any party entry change its address for notices under this wise purposes, by giving formal written notice to the other parties,spacifylAg that the Purpose of the notice is to change the party's For notice purposes, Guarantor agrees n keep Lender(Warmed at oil times of Guarantor's current address, Unless otherwise address- applicablearantolaw,, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given by Guarantors. oil Na 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 dight 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 Lander,nor any course of dealing between Lander andGuarantor,ecsent shat!Constitute a walver of any of Lender's rights or of any of Guarantor's obligations es to any future trt►nsaCtions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Leger in arty instance stair not constitute continuing consent to subsequent instances where such consent is required and In ell cases such consent may be granted or withheld in the side discretion of Lender. Successors and Assigns. The: terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representativas,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 stili mean amounts in laenrhii money of the United states of America. Words artd terms used 1n the is ular shell include rite plural,and the Plural She'!l include the singular, as the context may require. Words and terms not Otherwise defined in this Guaranty shaft have the rrteanings attributed to such terms in the Uniform Commercial Code: Borrower. The word`Borrower'means 201.221 North 67th Street,LLC and Includes all cosigners and co-makers signing the Note and all their successors and assigns, Guarantor. The word'Guarantor°'means everyone signing Me Guaranty, including without limitation Igor A. Druker,and in each case, any signer's successors and assigns. Guaranty. The word"Guaranty" means this guaranty from Guarantor to'Lender. Indebtedness,. The word "indebtedness"means Borrower's indebtedness to Lender as more particularly described in this GuarantV. Lender,. The.word'"Lender"means ORRSTOWN BANK,its successors and assigns. Note. The word "Note'means the protttissory note dated July 29,2011,In the original principal amount of$4�9S,000,00 from Borrower to Lender: together with, all rentewal$ of, extensions of, modifications of, refinancings of, consolidations of, end substitutions for the prorrtlasory nate or agreement. Related Documents, The words *Related Documents` mean ail promissory notes, credit agroements, loam agreements, envrronrnentel agreements, guaranties, security agreements, mortgages, deeds Of trust, socurity 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 COIMiMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNT'S HEREUNDER BECOME DUE AND OATH 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 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS I$600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE.EXECUTIONS MAY ISSUE IMMEDIATELY:AND FOR$0 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 JUDGMENTPROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TVIM'S. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH DELIVERY OF THIS GUARANTY TO LENDER AND TFIAT THE GUARANTY WILL CONTINU IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER 1'S NECESSARY TO MAKE THIS (EFFECTIVE. THIS GUARANTY IS DATED JULY 29,2011. GUARANTY THIS GUARANTY iS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OFA SEALED INSTRUMENT ACCORDING TO LAW. GUA NTOR: X ' igot A. Dru' rte—" �--Seal) r COMMERCIAL GUARANTY Loran No v -- (Continuedl - _ Page 4 -- INDIVIDUAL ACKNOWLEDGMENT - COMMONWEAL OF PENNSYLVANIA )-SS COUNTY OF dqm day ofoil .20 .before me ` the unders ne ota Public i9 ry , personalty appeared Igor A. Orulcar, .known [0 me for satisfactorily proven) to be tho;person whose earn is subscribed to the " In instrumerd, and ackno ledged that he or she executed the same for the purposes therein contained. In witness whereof,f hereunto set my hand and official soaf.. Kar»ela S.Co S&A Nddi� mmap7 Notary Pe I1c � D•. cm, coate Notary P tic in and for the Stof Ju pe 28,2014 l�emt r.Pt yya,� or NataAes IANR IU4�ei.p.Mr.EAE,000b tda.�dLfUiMA lee.1171.Flit. NIK}AtNtb.y�, •Fd tiCrf�r'pfIFIC TiRF�I eu.F '--_ - _ -' 1 DISCLOS' IE FOR CONFESSION OF JU' IWENT Oriltcipai icon Dlite Maturity I tpart 'No Gall i Gd' -- $495.000.00 07� Q'I1 Account Ir tn(fiels 3ot1 GDAVE References in the boxes above are for Lander's use only and do not unlit the apglicebility of this An Item above Containing ��•+�e document t4 any;Particular loan or item, - -- - has been omhted due to text len h limhatlons. Borrower.- 201221 North 67th Stroot.LLC Lender' ORRSTOWN BANK 1300 Market Street Suite 12 011 SILVER SPRING OFFICE Larr�oyrte.PA Ti043 77 EAST KING STREET P 0 BOX 250 Declarant: Igor A.Drukw SHIPPENSBURG,'.PA 17257 2041 Chevy Chase Dr. Harrisburg, PA 17110 DISCLOSURE FOR CONFESSION OF JUDGMENT - - I AM EXECUTING, THIS 9 DAY OF ' -- 20 � l . A GUARANTY FOR A PROMISSORY NOTE FOR 0495,000.00 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 WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT. AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S EWERiNG JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FORM THE CONFESSION OF JUDGMENT PROVISION. IMTIALS: t k.- 6- k, . B. 1 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. it AM KNOWINGLY. INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT Ibi ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING ME ANY ADVANCE'NOTICE. INITIALS: C. AFTER HAVING READ AND OETERMINED WHICH OF.THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES,1 REPRESENT THAT: INITIALS 4JQ-• i. I 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, O. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS 810.000;THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED iN WHEN I 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: X - (Seal) dor A.Druker usiw�us+.wv.,.Gac,nec5 Ca{..wr5..e �V:awr,iu,9l±1:14ii, al�xR,w+eT, zti c{rrnfilodClL r,.,zk,E,af _ - EXHIBIT 66C" - COMMERCIAL GUARANTY a: aPat an ate , Loan No cOff i can Account_ Ufficer5 ttt dais References In the boxes above are for Lenders use Only ;d do s been not limit t the /300 Q� Y item strove containing apPkabilhy of this document to any particular loan or item. ed due to text length limitations. BorrOWer; 201-221 North 67th Street,LLC 1300 Market Street,Suite 12 Lender. ORRSTOVON BANK LemoYne.PA 17043 011 SiLVER SPRING OFFICE 77 EAST KING STREET P O BOX 250 Guarantor: p.John Sopensky SHIPPENSBURG,PA 17257 30 East Maplewood or. Mechanicsburg.PA 17055 GUARANTEE OF PAYMENT AND PERFORMANCE. For full and punctual payment and satisfaction of the Indebtedness of Barrowerr to Ls. enderuable ,ta d the Guarantorperformance ObrFgations under the Note and absolutely and vnconsc 90 olagy guarantees enforce this Guaranty against Guarantor even whentLender Thishs not guaranty xhaus ed Payment Lender'ad Performance and not Ofand collection, sol Lender can Indebtedness or against any aattateral Securing the Indebtedness, this Guaranty Or any other guaranty of the Ind b edeness.s. Gula antor wilremedies 898frist an elated to l make any payments to Lender or its order, on demand, in legal tender of too United States of Amarlca, in sart+e day funds. without set-off, or deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Reffeted Documents. INDEBTEDNESS. The word`Indebtedriess`Bs used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more tunes, 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 individualty or COI)ectively or interchangeably with others, owes or will owe Conder under the Note and Related Documents and any rerreWels,extensions, modifications,refinancings, consolidations and substitvtkrns of the Nota and Rotated Documents. If Lender presently holds one ar more guaranties,or hereafter rcelves additional guaranties from Guarantor, Lender's rights under all guaranties shall n cumulative. This Guaranty shall net lunless specifically provided below to the contrary)affect or Invalids an such Guarantor's IiebliRy will be Guarantor aggregate liability,under the terms of this Guaranty and any such otherunterminated ch other guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender with e notice to Guarantor or to Borrower;and will continue In full force until ail the indebtedness shaOut ll have been fully any final Oil Of Guarantor's other obligations under this Guaranty shall have beenY acceptance by Lender,or any other guaranty of the indebtedness shall not affect the ItebGlty q(Guarantor under this Guaranty. A h'paid and termination f and Performed In full. Release of any other guarantor or termination of any more Guarentors shell not affect the Rablitty of any remaining Guarantors under this Guaranty" revocation Lender receives from any one or GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening liability under this Guaranty, from time to time: (Al to make One Or more additional secured or unsecured loans to Borrower, to lease equipment Of ether g Guarort�"s goads to Borrower. or otherwise to extend, additional credit to Borrower, (B} to atter, compromise, renew, accelerate, or otherwise change one or more times the time for payment or other terms of ft including increases and decreases of the rate of interest on the Indebtedness; indebtedness or any part of the indebtedness. original loan term, (C) to take and hold securityfor the extOrrsto ntY r may Indebtedness,the repeated and may be far longer than the Subordinate, fail or decide not o Perfect; and release any sucysecuri�,y Go aw thoutrthe Substitution of new collateral;r exchange, enforce, f rte release, substitute,agree not to stye,or deal with any one or more of Borrower's sureties,endorsers, a other guarantors on an terms or In®n + waive, Lender may choose; (EI to determine how, when end what e Y y manner apply such security end direct the order Or m PPlfcatfon of payments and credits shall be made on the fndebtOdness; (FF') to controlling security agreement or deed of trust,ss Lender In its dis�hu`onmayhdetermihout ne t (G)ony to sell,,transal sale fer a gn or grant Participations in all or anY the terms of the Y part o!the Indebtedness;and (H) to assign or transfer this Guaranty In whole or to part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that IAl no representations or ex cu ed at Borrowers request beenmade tat the request of Lander; ((o Guarantor which wouldCI Guarantor has full ow it-or qualify in any way the terms of this Guaranty; (B) this Guaranty is (DI the provisions of this Guarenty do not conflict with or result in a default under any agreement eementor other it and nmost umant binding upon GuarantritVIO enter Into this or and Prior not result in a violation Of any taw,reguf6tiOn,court decree or order applicable to Guarantor; (El Guarantor has not and will not,without the prior whiten consent of Lender. sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or d will not, Guarantor's assets, Or any interest therein; (F) upon Lender's request, Guarantor will provide so lender financial and credit information in form Yallof acceptable to Lender, and all such financial information which currently has been, .and all future financial information which will ba provided,to Lender is and will be true and correct in Off material (aspects 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 dao of the most recent financial statements provided to Leder and no event has Occurred which may materially adversely affect Guarantor's financial condition; no litigation, claim, investigation, administrative proceeding or similar action(including those for unpaid taxes) against lot threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower and g Guarantor is pending or adequatcr means of obtaining from Borrower on a continvinq basis mforntatfon regarding Borrower's financial condition.rantor has established keep adequately informed from such means of any facts, events, or circumstancesGuarantor agneas to Guaranty,and Guarantor further agrees that Lender shall have no obl)gation to disclose to Guarantore any information Oy way affect rrdocu*s riaks acquired by Lender in the course of its retationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continua lending money or to extend Otho(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, so Other guarantor it con -C with the Indebtedness or In connection with the creation of new or additional loans or proceed tions: (G) to resort for payment or to proceed directly,or at once against any person,including Borrower or any other guarantor; {DI 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, tbt0,and ptOca of any public or private sale ofersonal any other applicable previsions of the Uniform Commercial Coda; P Property security hold by Lender from Borrower or to comply with Oct or Omission of any klno, or at any time,with respect to"matter s Pursue a eve►y other remedy within Candor's power;or {G) to Commit any Guarantor also waives any and all rights or defenses based an 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 Loan 1110COMMERCIAL GUARANTY ' . (Continued) Plage y - - - - - - action, Including a claim for deficiency, against Guarantor, before Or after lender `s oarnrnencement or completion of any foreclosure action. either Judiciallyorb exercise of a power of sate; (B) any election of remedies by lender which destroys or Guarantor's subr0gadon rights Or Guarantor's rights to Proceed against Borrower for reimbursement, including wiotherwise thout limrtationr aI losaacts rights Guarantor may suffer by reason of any law limiting,quatifyfng. or discharging the Indebtedness; ICJ any disability or parer defense of of Borrower, of any other guarantor,,or of any Other person,or by reason of the cessation of Borrower's#)ability from any Cause whatsoever,other than payment in full in 10981 tender, of the Indebtedness; (D) any right to claim discharge Impairment of any collateral for the Indebtedness. of the indebtedness on the basis of ertJagai against Guarantor is commenced,there is outstanding Indebtedness which piis not barred sb if a t n Icable statute Oftime $fly action limitations, Or by any defenses y �r PP broughtY Lender against givers to guarantors at iaw Of In equity other than actual Payment and performance of the Indebtedness. IfPayment whether vorunterily or otherwise,or by any third party,On the Indebtedness and"Thereafter lender is forced to reimountnt of th Borrower, to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for fp purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim Ofsetoff, counterclaim,or counter demand, reCOUpment or similar right. whether such claim, demand or right may be asserted by the GUARANTOR`$ UNDERSTANDING WITH RESPECT To WAIVERS. Guarantor warrants and egress that each of the waivers set forth above is merle with Guarantor's full knowledge of its significance and 00T►Sequonces and that, under the circumstances,the wei not contrary to public policy or low. if any,such waiver is:determined to be contrary to any applicable vers are reesorietrle and Jaw is effective only to the extent permitted by law or public Policy, public policy.such;armor;shad be RIGHT OF SETOFF. To the extent Permitted by applicable law. lender reserves a fight Of setoff.in all Guarantor's accounts with Leer {whether checking. savings. Or some other account). This includes all accounts Guarantor holds jointly with someone else and all ac ounts Guarantor may open in the future. However, this does not include any JRA Or Keogh accounts,or any trust accounts for which setoff would be Prohibited by low. Guarantor authorizes Lender, to the extent permitted by applicable law,to hold these funds It there is a default, and tender 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 Swrowver, whether or net Borrower becomes Insolvent. Guarantor hereby sxPressfy 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 bath lender and Guarantor shall be paid to Lender and shall be first applied by Lender to fife Indebtedness. Guarantor does hereby oaslgn to Lender Oil Claims which it may he" or acquire against Borrower or against any asaignes 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 horsehair evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the aarrie are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender it 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 PortOet, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Gutrranty. together with any Related Document,constitutes'the entire understanding and agreement of the parties as to the matters Batforth 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 boundby the alteration or amendment. Attorneys' 'Fees; Expenses.. Guarantor agrees 10 pay upon de nand all of Lender's Costs and expenses, including Leader's reasonable attorneys' flags and Lendar's legal expenses, incurred in onnection with the enforcement of this Guaranty. fender .may hire or pay someone else to help enforce this Guaranty, end Guarantor shall pay the Costs and include Lender's reasonable attorneys'fees and 10981 expenses whether or not there is tau L of s`in including reasonabluch enforcement.erneys' fees and 16981 expenses for bankruptcy proceedings lincluding efforts to modify or vacate air automatic stay or injunctionl, appeals, patod pOst•Judgment collection services. Guarantor 8130 shall pay ail court costa and such additional fees as ma idecand any antiCi court. y be directed by the Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the ,provision.,of this Guaranty. Goveming Law. This Guaranty will be governed by federal low applicable to Lender and,to the extent not preempted by federal lava, the Jews Of the Commonwealth Of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction Of the courts of the Commonwealth of Pennsylvania,In the county in which Borrower's following address Is located: 1300 Markel Street, Suite 12, Lemoyne. PA 17043, 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 attorneywith res ct to this Guaran evidence is not required to int � Guaranty.the Guaranty fully reflects Guarantor`s.irttgntians and claims,damages,and costs(Including Lend attorneys,f8eGuaranty. suffered or incurred by Lender as a result of anIndemnities and holds der harmless uara all losses' warranties,rrepresentations and agfftMen s of this paragraph. y breach by Guarantor Of ilea Interpretation. In all cases whore 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 contain and construction so requfra; 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 hews, successors, assigns, and transferees of each of them. If a court finds then any provision of this C,uaranty ie 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 ariforG Therefore, a court howilenforce to rest , the Provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid of unenforceable, if any One or more of Borrower or Guarantor are oar,�rarions, partnerships, limitsd liability companies, or similar entities, it Is not necessary for Lender to Inquire into the.Pourers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf,and arty Indebtedness made or created in reliance upon the Professed exercise of such powers shall be guaranteed under this Guaranty. 10*85- Unless otherwise provided by applicable Jew, any notice required!to be given under this Guaranty shall be Riven in w.iti— aw,i Loan No: COMMERCIAL. GUARANTY -- (Continued) - - _ Page 3 shall be effective when actually delivered, when actually received by telefecsimile (unless - a nationally recognized overnight Cpurier, or, if malted„when deposited in the United States erwise first class,by certified n registered mail postage prepaid, directed to the addresses shown near the do deposited with this Guaranty by giving formal written notice to the other arues�sp of this Guaranty. Any ply may notice to address for notices under For notice Purposes, o specifying that the purpose of the notice is to change the party's address. p , Guarantor agrees to keep Lender informed at ail times Of Guarantor's current address. Unless otherwise provided by applicable taw, if there is more than one Guarantor, any notice giver! by Lender to any Guarantor is deemed to be notice given to ON 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 panof Lender in exercising any right shelf operate as O *valvar 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 pf this Guaranty. No prior waiver by Lender, nor e Lender and Guarantor, shelf constitute a waiver of any of Lender's tights or of any Prior Guarantor's er by Obligations as Any to tiny course of dealing ectii ns, Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in an instance future transactions, continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted(ortwconstitute ithhold in the sole discretion of lender. Sucmaors and Assigns. The terms of this Guaranty shall be binding upon , representatives.successors,and assigns,and shall be enforceable by Lender end its strand and Uppon Guarantor's heirs, personal DEFINITIONS. The fallowns ing capitalized words end ferrets shall have the following meanings when used In this Guaranty. Unless specifically used in the singular shall includo the plural,and the plural shall incl��hese Marr.aswful he context of the United States of America. Words and terms defined in this Guaranty shall have the meanings attributed to such terms fn the Uniform Commercial rA CQCoda uire. Words and terms not otherwlse. Borrower. The word`grower"moans 201-221 North 67th Street. LLC and includes Oil CO-signOrs and co-makers signing the Note and all their successors end assigns. Guarantor. The word "Guarantor' means everyone signing this Guaranty Including Without limitation P.John Sopensicy, and in each case, any signer's Successors and assigns. Guaranty. The word'Guaranty`means this guaranty from Guarantor to Lender. fndebtedneas. The word 'Indebtedness'means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word"Lender"means O'ARSTOWN BANK,its successors and assigns. Note. The word`Note"means the promissory note dated July 29,2011,in the original principat amOunt of . 00 fromLender, together with all renewals of, extensions of,.modifications of, refinancings of. Consolidations$495of, endt ubstutionstfoore the Promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, span agreement&, environmental agreements, guarantleal security agreements, mortgages, deeds of trerst, security deeds. collateral mortgages, and 811 other instruments, agreements and documents,whetfrer now or hereafter Oxisting,executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY fRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEYJNERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER 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 REIATiNG TO ANY COLl1LTE�L SECURING ATE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED'INTEREST FOR COLLECTiON. BUT iN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS IS5001 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. 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 LEWDER 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 ACTIVE. THiS GUARANTY IS DATED JULY 29,2011. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED iis,STRUMENT ACCORDING TO LAW. GUARANTOR: X � Iseall P.Jo Sopens Loan No: COMMERCIAL GUARANTY (Continued) -- - - - Wage 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWFAWN OF PENNSYLVANIA COUNTY,OF I� = D On day of the undersigned Notary Ptr Ifc— �� before me ovani to be the' . personally appearod P, John Sovensky, known to me for satisfawctorily person whose name is Subscribed to the within instrument, and acknowledged that he ar she oxacutad iiia same for the. purptrses rein contained. In witness whft"f,I i►ereunto Sect my hand and official Sam. Kar, S.Safi ftwyprd 4Puand for the State of -- - - N ODunty Pefir}i0f201 4 --- r c aAau. .nWar,�atenomc.R.IM m.r,YPs,..,aen"LtWMMIn rr 3WM N K«�uarraarc_rn�aw�� - DISCLOS. 2E FOR CONFESSION OF JU ;MENT nc�paoats '445,dn .44 ? 29 Nlarhirty ace► coo Account faer ntai[490 Reierunces in the boxes above are for Lender's use only am do not!lmlt the dppliCabi oy of this document to� GDAVIE;i Any iter 1 above containfng,•�••■has been omitted due to text length limitations, y Particular loan or item. 80rf0w0r: 201-221 North 67Th Soret.LCC 1$00 Market Sheet.Stats 12 Lender: ORRSTOWN BANK Lemoyno,PA 17045 011 SILVER SPRING OFFICE 77 EAST KING STREET P 0 BOX 250 DedBrBttt• P.John Sopertsky SHIPPENSBURG,PA 17257 30 Eeat Maplewood Dr. Mechanicsburg,PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT ! AM EXECUTING, THIS DAY OF "961000.00 OBLIGATING ME TO REPAY THAT AMOUNT. ' 20 A GUARANTY FOR A PROMISSORY NOTE FOR 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 TIME 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'E111� NG JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION, INCI`IALS. S. i FURTHER UNDERSTAND THAT IN ADDITION TO GMNG 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 S13ZING MY PROPERTY,IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, AND A HEARING AFTER JUDGMENT IS AND BEFORE BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE VOLUNTARILY WAIVING THESE RIGHTS, AND ENTERED EXPRESSLY AGREE ND CONSENT TO N ON THE ILENDER S IIIOMEDIATELYENT. I AM • INTELLIGENTLY AND JUDGMENT MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW.WITHOUT GIVING ME ANY ADVANCE E)OECUTING N THE INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY 1p"IALLNG EACH STATEMENT THAT APPLIES.I REPRESENT THAT: IN! IALS " 1, I 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 ATTENTLON. 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 SMALL CONSTITUTE AND N EFFECT OF A SEALED INSTRUMENT ACCORDING To LAW. AVE THE DECLARANT: X P P.John nsky Seal) uae►1waa.,aer.a.att�µr�t+e.w.+w.F�wrs+isrrwt.s,.tS+.aa,+. N�r�+�.+.*,w. .* .,a�ret[aeaat naxt+t�+c, a EXHIBIT "D" N ASSIGNMI-OF SECURITY DOCUMENTS ORRSTOWN BANK, A PENNSYLVANIA BANIUNG CORPORATION, ("Assignor"), for good and valuable consideration, the receipt and suffilclency of which are acknowledged, hereby sells, trawfers, 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 K warranties or covenants, express or implied, written or oral, by the Assignor, all right, title and interest of the Assignor in and to the loan identified on Exhibit A attached hereto (the "Loan„), including without limitation all of Assignor 's's ri , ght, title and interest in any guaranties, loan Participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, perfom ance 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, togcther 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 Penusylvania banking corporntion By: MAGNOLIA PORTFOLIO, LLC,a Delaware limited H ill comp ,its Attorney-in-Fact By: • Name: R. Patterson Jackson Title: Authorized Signatory AMO RtC: 2510.159 Lean Name: 201-221 NORTH 6rM S Loan Ref.:26482079001 EXHIBIT"A- TO ASSIGNMENT OF SECURITY DOCUMENTS That certain loan dated July 29, 2011, in the stated original principal amount of $495,040.04, executed by 201®221 North 67th Street; LLC to ORRSTOWN BANK, which is secured by property located in Dauphin County, State of Pennsylvania. AMO Ref.: 2310.159 Loan Name: 201-22.1 NORM 67TH 5 Loan Ref.:26 MO79001 VERIFICATION IA,iI� ,hereby states that h /she i Ski of SABAL FINANCIAL GROUP,LP,kortgage servicing agent for Plaintiff in this matter,that h she ' authorized to make this Verification, and verify that the stateents made in the foregoing Civil Action confession of Judgment are true and correct to the best of hi er i formation 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 ' dividual to make this Verification pursuant to Pa.R.C.P. 1024(c). Name: Title: Company: Date: MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, V. NO. 4 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, {? Defendants. CIVIL ACTION - LAW -a - z r , NOTICE UNDER RULE 2958.1 M CD OF JUDGMENT AND EXECUTION THEREON c, -;a Notice of Defendant's Rights C)_ cel To: 201-221 North 67t" Street, LLC 1300 Market Street, Suite 12 Lemoyne, PA 17043 A judgment in the amount of$533,720.78 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(30) 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 OFFICES Date: September 5, 2014 By: ?A90 4.r�� Scot . Dietteri Es re Attorney I.D. #55 50 James D. Young, Esquire Attorney I.D. #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, V. NO. 14— 0"-1[T&rM 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, Defendants. CIVIL ACTION - LAW �, f MOD NOTICE UNDER RULE 2958.1 ;- OF JUDGMENT AND EXECUTION THEREON -<> Notice of Defendant's Rights _C---.� 72 To: Igor A.Druker 2041 Chevy Chase Drive - r Harrisburg, PA 17110 A judgment in the amount of$533,720.78 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(30) 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 OFF CES Date: September 5, 2014 By: Scott A. DiettericEsq ire Attorney I.D. #55 50 James D. Young, Esquire Attorney I.D. #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, V. NO. 14- 5a3(o 0,1vi iTerm 201-221 NORTH 67' STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, �w Defendants. CIVIL ACTION- LAW C-- E! -,On: -- 7L M03C/) rr, rn NOTICE UNDER RULE 2958.1 cnr--- CD OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: P.John Sopensky 30 E. Maplewood Drive Mechanicsburg, PA 17055 A judgment in the amount of$533,720.78 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(30) 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 ICES Date: September 5, 2014 By: Sco . Diette 'ck Es ire Attorney I.D. # 5 50 James D. Young, Esquire Attorney I.D. #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, V. NO. 14 _ 6 R�!4 01i�i I Term 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, Defendants. CIVIL ACTION- LAW CERTIFICATION OF ADDRESS I hereby certify that the address of the parties in the above action are as follows: `r Magnolia Portfolio LLC res ;; ?`) 4675 MacAurther Court, Suite 1550 Newport Beach, CA 92660CO t r' Plaintiff r �' �i C:) �' --� 201-221 North 67" Street, LLC Igor A. Druker 1300 Market Street, Suite 12 2041 Chevy Chase Drive Lemoyne, PA 17043 Harrisburg, PA 17110 Defendant Defendant P. John Sopensky 30 E. Maplewood Drive Mechanicsburg, PA 17055 Defendant JSDC LAW OFFICES BY: D , co A. Diette ' s ire I.D. # 5565 James D. Young, Esquire PA I.D. #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, V. NO. 14 - 5oi3(p 0MITersi 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, Defendants. CIVIL ACTION- LAW 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. giD. Youn quir SWORN TO AND SUBSCRIBED BEFORE ME THIS 5'DAY OF SEPTEMBER, 2014 Notary Public My Commission Expires: NOTARIAL SEAL CHRISTINE L SPURLOCK Notary Public HUMMELSTOWN BORO,DAUPHIN COUNTY My Commission Expires Feb 2,2017 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS Limited Liability Company, Assignee of : CUMBERLAND COUNTY, PENNA. Orrstown Bank Plaintiff, ; V. NO. 14- 5ol 3(v 3vir&ro 201-221 NORTH 67TH STREET, LLC; IGOR A. DRUKER and P. JOHN SOPENSKY, a/k/a/ PAUL L. SOPENSKY, Defendants. CIVIL ACTION- LAW NOTICE OF JUDGMENT TO: 201-221 NORTH 67TH STREET LLC, IGOR A.DRUKER 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 B_, 2014, in the amount of$533,720.78 plus interest on the principal sum ($465,963.20) from May 30, 2014, at the rate of$115.84 per diem. w Prothonotary Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY //A��� ?�C��c� w'� r/6� %?m -'n�/��` ,� '� * U IC , "/� ��wne�� .ik AND ``o7/ I)" teiA Magnolia Portfolio, LLC, a Delaware limited liability company, assigne vs. 201-221 North 67th Street, LLC (et al.) Case Number 2014-5236 SHERIFF'S RETURNOF SERVICE 09002014 Sheriff RonR Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Igor Druker, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Dauphin, Pennsylvania to serve the within Complaint in Confession of Judgment according to law. 09/11/2014 06:09 PM - The requested Complaint in Confession of Judgment served by the Sheriff of Dauphin County upnnKoxinDrucker.8vothernfdehandant.whoocomptodfor|gorDruker.at2O41ChevyChoaeDrive.'~ Harrisburg, PA 17110. Jack Lotwick, Sheriff, Return of Service attached to and made part of the within record. 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, Suite 12 Lemoyne, PA 17043. *- GUT ^ .DEPUTY 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 201-221 North 67th Street, LLC at 1300 i."" Market StreetSuite 16, Lemoyne Borough, Mechanicsburg,PA17U55 UTS , DEPUTY SHERIFF COST: $87.08 SO ANSWERS, September 16, 2014 ROWS' RANDERSON, SHERIFF (c) CountySuee Sheriff, Teleoseft, Inc. C Shelley Ruhl Real Estale Deputy Matthew L. Owens Solicitor Commonwealth of Pennsylvania County of Dauphin Dauphin County 101 Market Street Harrisburg, Pennsylvania 17101-2079 ph: (717) 780-6590 fax: (717) 255-2889 Jack Lotwick Sheriff Jack Duignan Chief Deputy Michael W. Rinehart Assistant Chief Deputy MAGNOLIA PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ET AL VS IGOR DRUKER Sheriffs Return No. 2014-T-2480 OTHER COUNTY NO. 14-5236 And now: SEPTEMBER 11, 2014 at 6:09:00 PM served the within NOTICE UNDER RULE 2958.1 OF JUDGEMENT & EXECUTION upon IGOR DRUKER by personally handing to KEVIN DRUKER * 1 true attested copy of the original NOTICE UNDER RULE 2958.1 OF JUDGEMENT & EXECUTION and making known to him/her the contents thereof at 2041 CHEVY CHASE DRIVE HARRISBURG PA 17110 * BROTHER OF DEFENDANT WHO ACCEPTED AS ADULT PERSON IN CHARGE AT TIME OF SERVICE. SERVED NOTICE UNDER RULE 2958.1 OF JUDGMENT & EXECUTION, CONFESSION OF JUDGMENT, CERTIFICATION OF ADDRESS, NOTICE OF JUDGMENT, AFFIDAVIT OF NON- MILITARY SERVICE AND COMPLAINT IN CONFESSION OF JUDGMENT. Sworn and subscribed to before me this 12TH day of September, 2014 COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Karen M. Hoffman, Notary Public City of Harrisburg, Dauphin County My Commission Expires January 8, 2018 So Annsswers, ! Sheriff of By D .uty Sheriff Deputy: W CONWAY Sheriffs Costs: $47.25 9/10/2014 MAGNOLIA PORTFOLIO, LLC, as Assignee of Orrstown Bank Respondent/Plaintiff v. 201-221 NORTH 67TH STREET, LLC and : IGOR A. DRUKER and P. JOHN SOPENSKY a/k/a PAUL L. SOPENSKY, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, 2 PENNSYLVANIA '13 . M Zcz rrt X M > r— X 5 NO: 14-5236 C..11 Petitioners (except Sopensky): /Defendants PETITION TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS AND NOW, come the Petitioners/Defendants', 201-221 North 67th Street, LLC and Igor A. Druker ("Petitioners"), by and through their counsel, Cunningham & Chernicoff, P.C., and submits this Petition to Strike, or, in the Alternative, to Open Judgment and Request for Stay of Proceedings, as follows: I. BACKGROUND 1. Respondent/Plaintiff is Magnolia Portfolio, LLC ("Respondent"), a Delaware limited liability company with its principal place of business at 4675 Macarthur Court, Suite 1550, Newport Beach, California, 92660. 2. Petitioner/Defendant, 201-221 North 67th Street, LLC ("201"), is a Pennsylvania Limited Liability Company with a principal address of 1300 Market Street, Suite 12, Lemoyne, Cumberland County, Pennsylvania 17043. Defendant Sopensky is not a Petitioner in this action. 3. Petitioner/Defendant, Igor A. Druker ("Druker"), is an adult individual with a principal address of 2041 Chevy Chase Drive, Harrisburg, Dauphin County, Pennsylvania 17110. 4. Petitioners seek to invoke the equitable and discretionary powers of this Honorable Court to open that certain Judgment entered in this Court on or about September 8, 2014 at docket number 14-5236 (the "Judgment"). 5. On September 8, 2014, Plaintiff filed a Complaint in Confession of Judgment under Pa.R.C.P. 2951 (the "Complaint") for the sum of $533,720.78. 6. The Complaint is based upon an alleged violation concerning defaults by 201 in certain obligations embodied in a Note originally to Orrstown Bank allegedly guaranteed by Druker (and Sopensky) and now held by Magnolia Portfolio, LLC ("Magnolia"). 7. The Note is secured by a mortgage on 201's real property located in Dauphin County, Pennsylvania. 8. Confessions of Judgment are to be strictly construed against the party attempting to enter judgment on an instrument. 9. Respondent seeks to impose $46,944.03 in attorney fees against Petitioners, a punitive, unearned and devasting sum, which is imposed simply because such amount equates to ten percent (10%) of the principal and interest Respondent alleges is owed by Petitioners. II. PETITION TO OPEN JUDGMENT 10. Petitioners herein incorporate the foregoing Paragraphs 1 through 9 as if more fully set forth herein. 11. A Petition to Open a Judgment is addressed to the equitable powers of the Court and is a matter of judicial discretion. The Court will exercise this discretion when the Petition has been promptly filed and a meritorious defense can be shown. See generally Schultz v. Erie Ins. Exchange, 505 Pa. 90, 93, 477 A.2d 471, 472 (1984) citing Balk v. Ford Motor Co., 446 Pa. 137, 140, 285 A.2d 182 (1971). 12. In the current matter, the Instant Petition to Open was filed with this Court within thirty (30) days after receiving notice of entry of Judgment. 13. A meritorious defense to the Complaint can be shown, as more fully set forth in this Petition, primarily that the debt and attorney's collection fee purported to be owed by Petitioners to Respondent is meritoriously disputed in that such fees are excessive. See, PNC Bank, National Association v. Robert J Monahan, Jr.,14-S-215, Adams County, a copy of which is attached hereto as Exhibit "A". 14. This Court should exercise its equitable discretion to open the Judgment so as to allow Petitioners' meritorious defense to be heard. III. REQUEST FOR STAY OF PROCEEDINGS 15. Petitioners hereby incorporate all of the above Paragraphs 1 through 14 as if more fully set forth at length below. 16. Respondent has obtained the Judgment by confession. 17. The Judgment, for reasons stated above, should be opened to allow the Court to deteiiiiine the meritorious defense of the Petitioners. 18. Failure to stay all matters, including without limitation, any levy or attachment, would cause the Petitioners to incur unnecessary expense and unnecessary harm. 19. The harm that Petitioners would sustain far outweighs any potential injury that would be incurred by the Respondent as a result of this stay of all proceedings as relates to Petitioners until the this Petition is heard. WHEREFORE, Petitioners, 201-221 North 67' Street, LLC and Igor A. Druker, hereby respectfully request this Honorable Court open the judgment docketed to 13-7046 so as to permit Petitioner's meritorious defense to be heard, and that this Honorable Court stay all proceedings as to them in the interim. Furthermore, Petitioners respectfully request this Honorable Court grant them such other and further relief as is just and proper. By Dated: October ti , 2014 Respectfully submitted, CUNNING C8 F, P.C. ruce J. Warshaws , Esquire PA Supreme Court ID No: 58799 2320 North Second. Street Harrisburg, PA 17110 Telephone: (717) 238-6570 VERIFICATION I, Igor Druker, hereby verify that the statements made in the foregoing PETITION TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS are true and correct based on my personal knowledge or upon information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unsworn falsification to authorities Date Igor Druker VERIFICATION I, Igor Druker on behalf of 201-221 North 67th Street, LLC , hereby verify that the statements made in the foregoing PETITION TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS are true and correct based on my personal knowledge or upon information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unsworn falsification to authorities 201-221 North 67th treet, LLC By: Igor Druker Its: Member IN THE COURT OF COMMON PLEAS OF ADAMS COUNTY, PENNSYLVANIA CIVIL PNC BANK, NATIONAL ASSOCIATION, 14-S-215 Plaintiff v. ROBERT J. MONAHAN, JR., Defendant OPINION On February 28, 2014, PNC Bank, National Association ("PNC") entered confession of judgment against Robert J. Monahan, Jr. ("Monahan") as guarantor of a defaulted note between Gateway Gettysburg Restaurant Partners I, LP ("Gateway") and PNC. Currently before the Court is Monahan's Petition to Strike or, in the Alternative, to Open Judgment. A petition to strike judgment is a separate and distinct form of relief with separate remedy from a petition to open judgment. Manor Building Corp. v. Manor Complex Associates, Ltd., 645 A.2d 843 (Pa. Super. 1994). The petition to strike is intended to provide relief in situations with defects on the face of the record while the petition to open is intended to show that the defendant can provide a defense to all or part of the claims against him. Id. As such, the two have very different standards of what is required in support of the grant of such a petition. "A petition to strike a judgment may be granted only if a fatal defect or irregularity appears on the face of the record." First Union National Bank v. Portside Refrigerated Services, Inc., 827 A.2d 1224, 1227 (Pa. Super. 2003). Conversely, in order for a petition to open judgment to be granted, the petitioner must meet a three-part standard: (1) prompt action upon notice of judgment; (2) allegation of meritorious defense; and (3) sufficient production of evidence to require submission of the case to a jury. Atlantic National Trust, LLC v. Stivala Investments, Inc., 922 A.2d 919, 923 (Pa. Super. 2007), appeal denied, 936 A.2d 39 (2007). A meritorious defense is defined as that which, if proven, would justify relief at trial. Seeger v. First Union National Bank, 836 A.2d 163 (Pa. Super. 2003) (citing Penn -Delco School v. Bell -Atlantic -Pa., 745 A.2d 14 (Pa. Super. 1999)). A petitioner need not prove every element of its defense but rather must simply set forth the defense in "precise, specific, and clear terms." Id. at 166. If any one of the alleged defenses would provide relief, the petitioner has carried its burden and judgment should be opened. Id. In his petition, Monahan asserts six separate bases for relief. The petition essentially duplicates all six claims as both a basis to strike the judgment and open the judgment. Although different standards of review apply, this Opinion will treat each claim collectively as the reasoning is equally applicable regardless of the standard by which the claim is evaluated. Monahan first claims the confessed judgment is improper on the basis that PNC fails to allege in its confession of judgment that it possesses the original instruments upon which judgment is being confessed. This claim will be summarily disposed of as it is adequately refuted by the pleadings. In paragraph 6 of the Complaint for Confession of Judgment, PNC alleges that neither the guaranty nor note have been assigned and that PNC is holder of both. No more is required under the law. Monahan next seeks relief claiming a valid defense exists In that a subsequent modification of the note from Gateway to PNC did not restate the confession of 2 judgment provisions. Monahan points out that the note was amended after original execution of the note and guaranty. He argues that since the amendment did not contain the confession of judgment provision of the original note, those provisions were terminated by the subsequent amendment thus precluding the entry of confession of judgment. In support of his argument, Monahan cites Solazo v. Boyle, 76 A.2d 179 (Pa. 1950) and Egyptian Sands Real Estate, Inc. v. Polony, 294 A.2d 799 (Pa. Super. 1972) as authority for the principle that failure to restate confession of judgment provisions in a subsequent modification renders the provisions extinguished. Resolution of this issue is controlled by the recent Superior Court decision in Graystone Bank v. Grove Estates, LP, 58 A.3d 1277 (Pa. Super. 2012), affirmed 81 A.3d 880 (Pa. 2013). In Graystone, the trial court was faced with the identical issue currently raised by. Monahan. The trial court opined, in denying a motion to open/strike a confessed judgment, that the subsequent amendment to the promissory note did not release the parties of their commitment under the original note as no new loan agreement was entered but rather only specific terms of the original agreement were modified. In reaching its conclusion, the trial court distinguished Egyptian Sands on the basis that the confession of judgment at issue related to a lease agreement involving unique burdens and responsibilities not present in a commercial loan agreement.' On appeal, the Superior Court affirmed the trial court on this issue specifically incorporating the reasoning of the trial court. ' Solazo also involves a confession of judgment clause within the context of a lease agreement. 3 Instantly, PNC is confessing judgment on a guaranty entered with Monahan. That guaranty was not subsequently modified nor has Monahan, in his personal capacity, participated in any amendment to the note between Gateway and PNC. Thus, Monahan remains bound by the obligations of his guaranty as there has been no amendment to the document within which Monahan authorized PNC to confess judgment against him. The subsequent addendum to the note does not change Monahan's obligation. Monahan further seeks to open/strike the judgment challenging the venue in which the judgment was confessed. He cites to a provision in the guaranty that reads: "Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of York County, Commonwealth of Pennsylvania." This claim will be denied without great discussion as the language in the guaranty is clearly permissive rather than mandatory. Furthermore, the confession of judgment provision in the note expressly authorizes confession of judgment in any court within the Commonwealth. Monahan next asserts that the judgment is improper as the amount alleged to be due in the judgment is not sufficiently itemized to be self-sustaining. Pointing out that the note includes a variable interest rate, Monahan suggests that a proper itemization of the amount due in the confession requires a breakdown of applicable interest rates at respective time periods to which the note applied. He claims without this breakdown, it is impossible to determine whether the amount of the confessed judgment is accurate. He cites Pennsylvania Rule of Civil Procedure 2952 which directs that a confession of judgment complaint "contain an itemized computation of the amount then due based on matters outside the instrument if necessary, which 4 may include interest and attorneys' fees authorized by the instrument." Pa. R. Civ. P. 2952(a)(7). In Davis v. Woxall Hotel, Inc., 577 A.2d 636 (Pa. Super. 1990), the Superior Court rejected a similar argument in weighing a motion to strike a confessed judgment in the context of a commercial lease. In denying the motion to strike, the Davis Court found that Rule 2952 permits the listing of the principal amount due in one lump sum. Where there is a dispute about the amount of the judgment, the party against whom the judgment is confessed has an ability under the rules to challenge the accuracy of the amount of the judgment by petition to open judgment. id. A.2d at 638. Davis is controlling as it applies to Monahan's Motion to Strike.2 Davis is also instructive in addressing Monahan's Motion to Open. Although the Court recognizes that a motion to open is the proper vehicle to challenge error in the calculation of the judgment, in such a proceeding, the party contesting the factual averments in the complaint has the burden of disproving those averments. Id. Currently, Monahan has not carried that burden. The Motion to Open for lack of itemization is nothing more than an attempt to shift the burden to PNC as Monahan has not pointed to any miscalculation. Monahan is certainly aware of the terms of the note and has the ability to independently determine applicable interest rates at any point in time. As such, he has sufficient information to determine whether or not the confessed judgment is grossly excessive or includes recovery for items not authorized by the instrument. Despite the availability of this information, however, 2 Prior to the Davis decision, this Court had reached a similar conclusion in Courshon v. U.S. Heritage, inc., 71 Pa. D&C2d 38 (C.P. Adams 1975). In Courshon, the Honorable Judge Spicer opined that a failure to break down the total amount due beyond a lump sum itemization of principal interest and attorney fees was not a basis for a confessed judgment to be stricken. 5 Monahan has not presented any indicia of evidence that PNC's calculation is erroneous. As he has not met his burden of presenting a valid defense, opening the judgment on this basis will be denied. In his next challenge, Monahan argues that the amount for which judgment was confessed is contrary to the terms of the guaranty. He claims the guaranty only obligated him for seventy-five percent (75%) of the total amount due which he interprets to include not only principal but also interest and attorney fees. He points out the confessed judgment, while including a claim for only seventy-five percent (75%) of the principal, included reimbursement for one hundred percent (100%) of the interest and attorney fees related to collection of the debt. Monahan references the guaranty's definition of "indebtedness" as being inclusive of all expenses related to the debt collection.3 Monahan further points to language in the guaranty which. specifically defines the meaning of "Guarantor's Share of the Indebtedness" to be "seventy-five percent (75%) of the principal amount of indebtedness."4 PNC counters by highlighting other language contained within the definition of "Guarantor's Share of the Indebtedness." PNC argues this additional language clearly authorizes the confessed judgment to include one -hundred percent (100%) of the interest and legal fees. 3 The guaranty, in relevant part, defines "Indebtedness" as: "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, 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..." 4 In relevant part, the guaranty defines "Guarantor's Share of the Indebtedness" as: "75.000% of the principal amount of the Indebtedness that is outstanding from time to time and at any one or more times. 'Guarantor's Share of the Indebtedness' also includes all accrued unpaid interest on the Indebtedness and all collection costs, expenses and attomeys' fees whether or not there is a lawsuit..." 6 At a minimum, the language in the commercial guaranty is inartfully drafted. Under PNC's interpretation, the document's definition of "indebtedness" serves no purpose other than to confuse the issue as this language is unnecessary surplusage. Monahan, while importing meaning into the term "indebtedness" to be consistent with his understanding that his exposure was capped at seventy-five percent (75%) of all sums due, including counsel fees and interest, concedes that the guaranty allows for the interpretation advanced by PNC. He argues this difference of interpretation is evidence of an ambiguity sufficient to require a factual determination as to the document's meaning. Monahan concludes that if there is a factual issue as to the meaning of ambiguities in the contract, a valid defense has been asserted justifying an opening of the judgment. The standard for determining the existence of an ambiguity was enunciated by the Superior Court in Metzger v. Clifford Realty Corp., 476 A.2d 1 (Pa. Super. 1984) as follows: A contract will be found ambiguous: if, and only if, it is reasonably and fairly susceptible of different constructions and is capable of being understood in more senses than one and is obscure in meaning through indefiniteness of expression or has a double meaning. A contract is not ambiguous if the court can determine its meaning without any guide other than a knowledge of the simple facts on which, from the natural language in general, its meaning depends; and the contract is not rendered ambiguous by the mere fact that the parties do not agree upon the proper construction. Id. A.2d at 5. The court, as a matter of law, determines whether an ambiguity exists in the interpretation of the contract. International Diamond Importers, Ltd. v. Singularity Clark, L.P., 40 A.3d 1261, 1278 (Pa. Super. 2012). While unambiguous contracts are interpreted by the court as a matter of law, the meaning of ambiguous 7 CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham & Chemicoff, P.C., do hereby certify that a true and correct copy of the PETITION TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS in the above -captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Scott A. Dietterick, Esquire James D. Young, Esquire JSDC Law Offices P.O. Box 650 Hershey, PA 17033 Date: October 1, 2014 By Mr. P. John Sopensky Sopensky Properties 1300 Market Street Suite 12 Lemoyne, PA 17043 GHAM & CHERN COFF, P.C. ulieanne Ametrano 2320 North Second Street Harrisburg, PA 17110 Telephone: (717)238-6570 F:\Home\BJW\DOCS \DRUKERIGOR \Magnolia PortfolioWetition to Open Judgment.wpd MAGNOLIA PORTFOLIO, LLC, as Assignee of Orrstown Bank Plaintiff v. NO: 14-5236 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 201-221 NORTH 67TH STREET, LLC, IGOR A. DRUKER and P. JOHN SOPENSKY a/k/a PAUL L. SOPENSKY, : Defendants PRAECIPE TO ENTER APPEARANCE j. r (Ai" x;r:t -.<1> r- cz **. Please kindly enter the appearance of Bruce J. Warshawsky, Esquire and the Law Firm of Cunningham and Chernicoff, P.C., on behalf of 201-221 North 67th Street, LLC and Igor A. Druker only, Defendants in the above captioned action. CUNNINGHAM CHERNICOFF, P.C. By Dated: October 7 , 2014 Bruce J. Warshawsky, squire PA Supreme Court ID No: 58799 CUNNINGHAM & CHERNICOFF, P.C. 2320 North Second. Street Harrisburg, PA 17110 CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham & Chernicoff, P.C., do hereby certify that a true and correct copy of the Praecipe to Enter Appearance in the above -captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Scott A. Dietterick, Esquire James D. Young, Esquire JSDC Law Offices P.O. Box 650 Hershey, PA 17033 Mr. P. John Sopensky Sopensky Properties 1300 Market Street Suite 12 Lemoyne, PA 17043 CUNNINGHAM & CHERNICOFF, P.C. Date: October / , 2014 By F:\Home\BJW\DOCS\DRIJKERJGOR\Magnolia Portfolio\Entry of Appearnace.wpd ct�teQ,�-a Julieanne Ametrano 2320 North Second Street Harrisburg, PA 17110 Telephone: (717)238-6570 MAGNOLIA PORTFOLIO, LLC, as Assignee of Orrstown Bank Respondent/Plaintiff v. NO: 14-5236 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 201-221 NORTH 67Th STREET, LLC and : IGOR A. DRUKER and P. JOHN SOPENSKY a/k/a PAUL L. SOPENSKY, : Petitioners (except Sopensky): /Defendants AND NOW, this RULE TO SHOW CAUSE CPI day of • c5 • • ts,-• • , 2014, it is hereby ORDERED that: 1. A Rule is issued upon Respondent to show cause, if any it has, why the Judgment entered in the above -captioned matter should not be opened as against Petitioners, 201-221 North 67th Street, LLC and Igor A. Druker (but not as to P. John Sopensky a/k/a Paul L. Sopensky) and the defenses of the Petitioners be permitted; 2. The Respondent shall file an Answer to the Petition to Open Judgment within 20 days from the days of service upon the Petitioner; 3. The Petition to Open Judgment shall be decided under Pa.R.C.P. 206.7; 4. Depositions shall be completed within it 5' days of this date; 5. Argument shall be held on c4 , 201,n Courtroom No. of the Cumberland County ourthou ; 9: o oP nr• 6. Notice of the entry of this Order shall be provided to all parties by the Petitioners; and 7. All proceedings, including all executions on the Judgment as against 201-221 North 671 Street, LLC and Igor A. Druker (but not as to P. John Sopensky a/k/a Paul L. Sopensky) docketed hereto are stayed pending this Court's review and determination of the Petition to Open Judgment and ruling thereon and the entry of an Order dissolving such Stay. Copes 144 -Lt .t.awLs61.43g 2.it'4€iutk JoLAI ..9.?sacky /0/9p y JLYI Scott A. Dietterick, Esquire PA ID #55650 — sad@jsdc.com James D. Young, Esquire PA ID #53904 —jdy@jsdc.com jsdc.com JSDC Law Offices P.O. Box 650 Hershey, PA 17033 (717) 533-3280 .LLQ -0F F !LL THE Pi 0TFiON0Trie 2014 OCT 30 PM ;t:.12 CUMBERLAND COUNTY PENNSYLVANIA Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, as Assignee of Orrstown Bank, Respondent/Plaintiff, v. 201-221 NORTH 67TH STREET, LLC and : IGOR A DRUKER and P. JOHN SOPENSKY a/k/a PAUL J. SOPENSKY, : Petitioners (except Sopensky)/ Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO.: 14-5236 PLAINTIFF/RESPONDENT'S RESPONSE TO IGOR A. DRUKER'S PETITION TO OPEN JUDGMENT AND REQUEST FOR STAY OF PROCEEDINGS AND NOW, comes Plaintiff/Respondent, Magnolia Portfolio, LLC, as assignee of Orrstown Bank, by and through its counsel, and files this Response to Igor A. Druker's Petition to Open Judgment and Request for Stay of Proceedings and avers as follows: I. BACKGROUND 1. Admitted. 2. Admitted upon information and belief. 3. Admitted upon information and belief. 4. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 4 of the Petition constitute conclusions of law to which no response is required pursuant to the Pennsylvania Rules of Civil Procedure and the same are therefore deemed to be denied. By way of further response, Petitioners have not established any entitlement to the relief sought in the Petition. 5. Admitted. Plaintiff/Respondent incorporates its Confession of Judgment and Complaint in Confession of Judgment by reference as if fully set forth at length herein. By way of further response, Plaintiff/Respondent's Complaint is a document which speaks for itself and any inconsistent characterizations and/or interpretations of the Complaint are denied. 6. Denied as stated. The Complaint is based upon Defendants/Petitioners defaults of obligations under the terms of the Note executed by 201-221 North 67th Street, LLC for which Igor Druker and John Sopensky were guarantors. By way of further response, Plaintiff/Respondent's Complaint is a document which speaks for itself and any inconsistent characterizations and/or interpretations of the Complaint are denied. 7. Admitted. 8. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 8 of Defendants/Petitioners' Petition constitute conclusions of law to which no response is required and the same are therefore deemed to be denied. By way of further response, under Pennsylvania law, opening a confessed judgment is only proper if the petitioner can "offer clear, direct, precise and believable evidence of a meritorious defense, sufficient to raise a jury questions..." Stahl Oil, Inc. v. Helsel, 860 A.2d 508, 512 (Pa. Super. 2004). Indeed, it is clear in Pennsylvania that a confessed judgment can only be opened if the petitioner can produce sufficient evidence of a meritorious defense. See, Ironworker's Say. & Loan Assn. v. IWS, Inc., 622 A.2d 367, 370 (Pa. Super. 1993) citing Fountain Hill Millwork Bldg. v. Belzer 587 A.2d 757, 759 (Pa. Super. 1991); Suburban Mechanical Contractors, Inc. v. Leo, 502 A.2d 230, 231 (Pa. Super. 1983). 9. Denied as stated. It is admitted only that pursuant to the plain, expressed and unambiguous language of the Commercial Note and the personal Guaranties, the Complaint included attorney's fees of $46,944.03. It is specifically denied that attorney's fees at the contractual rate of ten percent (10%), as agreed to by the parties, is punitive, unearned and a devastating sum as alleged. Defendant/Petitioner Druker is a knowledgeable and experienced businessman who is conversant with the terms and conditions of commercial notes and guaranties. It is not the function of the court to redraft a note or guaranty or other written agreement, more favorable to a given party than that which he chose for himself. First Philadelphia Realty Corp. v. Albany Say. Bank, 609 F. Supp. 207, 210-211 (E.D. Pa. 1985); Amoco Oil Co. v. Snyder, 478 A.2d 795, 798 (Pa. 1984). To the extent that further response may be deemed appropriate, the Pennsylvania Superior Court has found attorney's fees amounting to ten percent (10%) of the total debt was reasonable. Dollar Bank v. Northwoods Cheese Co., 637 A.2d 309, 314 (Pa. Super. 1994) (upholding legal fees amounting to fifteen percent (15%) of total debt as reasonable); Citicorp Mortgage, Inc. v. Morrisville Hampton Village Realty Ltd. Partnerships 662 A.2d 1120, 1123 (Pa. Super. 1995). II. PETITION TO OPEN JUDGMENT 10. Plaintiff/Respondent incorporates the averments of Paragraphs 1 through 9 of its Response as if fully set forth at length herein. 11. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 11 of the Petition constitute conclusions of law to which no response is required pursuant to the Pa. Rules of Civil Procedure and the same are therefore deemed to be denied. By way of further response, Plaintiff/Respondent incorporates by reference it's responses to Paragraph 4 and 8 of the Petition as if fully set forth at length herein. 12. Admitted. 13. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 13 of the Petition constitute conclusions of law to which no response is required pursuant to the Pa. Rules of Civil Procedure and the same are therefore deemed to be denied. By way of further response, Plaintiff/Respondent incorporates by reference the averments of Paragraph 9 of its Response as if fully set forth at length herein. By way of additional further answer, Judge George's decision is not binding upon this Honorable Court. Even if this Court finds that the Plaintiff's demand for attorney's fees in the amount of ten percent (10%) of principal amount of indebtedness is excessive, Pennsylvania law does not require this Court to open or strike the confessed judgment if the demanded attorney fees are permitted under the terms of the parties' agreement. As noted by the Superior Court, "[if] a confessed judgment includes an item not authorized by the warrant, the judgment is void in its entirety and must be stricken... However, if the judgment as entered is for items clearly within the judgment note, but excessive in amount, the court will modify the judgment and cause a proper judgment to be entered." Dollar Bank, Fed. Say. Bank v. Northwood Cheese Co., Inc., supra., at 314. The Note and Guaranty specifically address the payment of reasonable attorneys' fees and expenses. The Confession of Judgment provision clearly sets forth a payment of 10% attorney's fees. Accordingly, the terms and conditions of the payment of attorney's fees and expenses was clearly set forth in the agreements signed by Defendants, and arguing about the amount of such fees, is not a defense which warrants the opening of a confession of judgment. 14. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 11 of the Petition constitute conclusions of law to which no response is required pursuant to the Pa. Rules of Civil Procedure and the same are therefore deemed to be denied. By way of further response, Plaintiff/Respondent incorporates by reference it's responses to Paragraph 4 and 8 of the Petition as if fully set forth at length herein. III. REQUEST FOR STAY OF PROCEEDINGS 15. Plaintiff/Respondent incorporates by reference the averments of Paragraphs 1 through 14 of its Response as if fully set forth at length herein. 16. Admitted. 17. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 17 of the Petition constitute conclusions of law to which no response is required pursuant to the Pa. Rules of Civil Procedure and the same are therefore deemed to be denied. 18. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 18 of the Petition constitute conclusions of law to which no response is required pursuant to the Pa. Rules of Civil Procedure and the same are therefore deemed to be denied. 19. Denied. Plaintiff/Respondent is advised by counsel and therefore avers that the allegations of Paragraph 19 of the Petition constitute conclusions of law to which no response is required pursuant to the Pa. Rules of Civil Procedure and the same are therefore deemed to be denied. WHEREFORE, Plaintiff/Respondent respectfully requests that this Honorable Court deny Petitioner, Igor Druker's Petition to Open Judgment. In the alternative, if this Honorable Court finds and attorney fee of ten percent (10%) unreasonable, then the appropriate remedy would be to modify the judgment rather than opening the judgment. Respectfully Submitted, JSDC Law Offices Date: October 30, 2014 By: S. A. Die k, quire PAID#556 James D. Yo g, Esquire PA ID #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff VERIFICATION James D. Young, Esquire hereby states that he is attorney for PLAINTIFF in this matter, that Plaintiff is outside the jurisdiction of the court and or the Verification could not be obtained within the time allowed for the filing of the pleading, that he is authorized to make this Verification pursuant to Pa.R.C.P. 1024(c) and that the statements made in the foregoing pleading, Plaintiff/Respondent's Response to Igor A. Druker's Petition to Open Judgment and Request for Stay of Proceedings are based upon information supplied by Plaintiff and are true and correct to the best of his knowledge, information 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. 4111111111h,,aki Vii) P Dated: 10 kib 2001 . Young, #53904 Scott A. Dietterick, Esquire PA ID #55650 — sad@jsdc.com James D. Young, Esquire PA ID #53904 —jdy@jsdc.com jsdc.com JSDC Law Offices P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, as Assignee of Orrstown Bank, Respondent/Plaintiff, v. 201-221 NORTH 67TH STREET, LLC and : IGOR A DRUKER and P. JOHN SOPENSKY a/k/a PAUL J. SOPENSKY, : Petitioners (except Sopensky)/ Defendants. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO.: 14-5236 CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing Plaintiff/Respondent's Response to Igor A. Druker's Petition to Open Judgment and Request for Stay of Proceedings was served on the following this 30th day of October, 2014, via First Class U.S. Mail, Postage Prepaid: Bruce J. Warshawsky, Esquire Cunningham & Chernicoff, PC 2320 N. Second Street Harrisburg, PA 17110 BY: JS I C Law S 't A. Diett s uire P • I.D. #556 James D. Young, Esquire PA I.D. #53904 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Attorneys for Plaintiff MAGNOLIA PORTFOLIO, LLC, : IN THE COURT OF COMMON PLEAS OF AS ASSIGNEE OF ORRSTOWN BANK : CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF V. 201-221 NORTH 67TH STREET,LLC AND IGOR A. DRUKER AND P. JOHN SOPENSKY A/K/A PAUL L. SOPENSKY, DEFENDANTS : NO. 14-5236 CIVIL ORDER OF COURT AND NOW, this 7th day of January, 2015, upon consideration of the request of counsel for a continuance of the argument set for Friday, January 9, 2015, IT IS HEREBY ORDERED AND DIRECTED that argument in the matter is continued to Thursday, February 12, 2015, at 11:00 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. By the Court, ✓ Bruce J. Warshawsky, Esquire Robert Chernicoff, Esquire Scott A. Dietterick, Esquire James D. Young, Esquire =; Cri r*r' .ce bas �►, Zy i i g/is- 11)