HomeMy WebLinkAbout14-5237 MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS
limited liability company, assignee of : CUMBERLAND COUNTY, PENNA.
Orrstown Bank c)
Plaintiff, - 7j
v. : NO. 14 - sd3'7 � -�'
�3
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY,
'
Defendants. CIVIL ACTION - LAW
(J.,
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the aforesaid Note and Guaranty, copies of which
are attached to the Complaint filed in this action, I appear for the Defendants and confess
judgment in favor of Plaintiff and against Defendants as follows:
Principal $ 1,602,852.80
Interest through 5/29/2014 $ 1,836.60
Default Interest $ 37,272.65
Attorneys' Fees & Costs $ 164.196.20
(10% of Principal &Accrued Interest)
TOTAL $ 1,806,158.25
plus interest on the principal sum ($1,602,852.80) from May 30, 2014, at the rate of$300.53 per
diem.
JS7 LAW ICES
Date: September 5, 2014 BY:
Sc A. Diette ' s uire
5565
PA I.D. #
James D. Young, Esquire
PA I.D. #53904
PRO HAC VICE
P.O. Box 650 4ip oo PO AT"
Hershey, PA 17033
(717) 533-3280 e ZP9
�� 3(0718
H"MM&(ed
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.:
vs.
1300 MARKET, LLC, and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY, ;
TYPE OF PLEADING:
Defendants. CIVIL ACTION- COMPLAINT IN
CONFESSION OF JUDGMENT
FILED ON BEHALF OF:
Magnolia Portfolio, LLC, a
Delaware limited liability company,
assignee of Orrstown Bank, Plaintiff
COUNSEL OF RECORD FOR
THIS PARTY:
Scott A. Dietterick, Esquire
ATTbkNEY FO TIFF Pa. I.D. #55650
James D. Young, Esquire
I HEREBY CERTIFY THAT THE ADDRESS Pa. I.D. #530904
OF THE PLAINTIFF IS:
4675 MacArthur Court,Suite 1550 JSDC LAW OFFICES
Newport Beach,CA 92660 P.O. Box 650
AND THE DEFENDANTS: Hershey,PA 17033
(717) 533-3280
30 E.Maplewood Avenue,Mechanicsburg,PA 17055
ORNEY FO TIFF
MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS
limited liability company, assignee of : CUMBERLAND COUNTY, PENNA.
Orrstown Bank
Plaintiff,
V. NO. f y , S 3 ov,
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. 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, a Delaware limited liability company, assignee of
Orrstown Bank, which has a principal place of business at 4675 MacArthur Court, Suite 1550,
Newport Beach, CA 92660.
2. Defendant, 1300 Market, LLC ("1300 Market"), is a limited liability company
organized under the laws of the Commonwealth of Pennsylvania,with a registered address of 30
E. Maplewood Avenue, Mechanicsburg, Pennsylvania 17055.
3. . Defendant, P. John Sopensky a/k/a Paul J. Sopensky("Sopensky"and collectively
referred to with"1300 Market" as the "Defendants"), is an adult individual with an address of 30
E. Maplewood Avenue, Mechanicsburg, Pennsylvania 17055.
4. On or about September 18, 2008, 1300 Market executed and delivered a certain
Promissory Note ("Note") in favor of Orrstown Bank in the original principal amount of
$1,818,750.00, with Note authorized a confession of judgment against 1300 Market. A true and
correct copy of said Note is marked Exhibit"A", attached hereto and made a part hereof.
5. On or about September 18, 2008, Sopensky executed and delivered a certain
Commercial Guaranty ("Guaranty") in favor of Orrstown Bank, unconditionally guarantying and
becoming surety for all obligations of 1300 Market under the Note, which Guaranty authorized a
confession of judgment against Sopensky. A true and correct copy of said Guaranty is marked
Exhibit`B", attached hereto and made a part hereof.
6. By Assignment of Security Documents, dated February 12, 2013, Orrstown Bank
assigned all its right, title and interest in the security documents for the Note, including the
Guaranty to Plaintiff. A true and correct copy of said Assignment is marked Exhibit"C",
attached hereto and made a part hereof.
7. Neither the Note nor the Guaranty has been released.
8. Judgment has not been entered against the Defendants on either the Note or the
Guaranty, in any jurisdiction.
9. Defendants are in default under the aforesaid Note and Guaranty 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.
10. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
11. The itemization of the amount due, including interest and attorneys' fees as
authorized by the Note and Guaranty, is as follows:
Principal $ 1,602,852.80
Interest through 5/29/2014 $ 1,836.60
Default Interest $ 37,272.65
Attorneys' Fees & Costs $ 164,196.20
(10%of Principal &Accrued Interest)
TOTAL $ 1,806,158.25
plus interest on the principal sum ($1,602,852.80) from May 30, 2014, at the rate of$300.53 per
diem.
WHEREFORE, Plaintiff as authorized by the Note and Guaranty, demands judgment
against the Defendants in the amount of$1,806,158.25 with interest on the principal sum
($1,602,852.80) from May 30, 2014, at the rate of$300.53 per diem.
JSDC LAW OFFICES
Date: September 5, 2014 BY:
Sco A. Dietter k uire
PA I.D. # 55650
James D. Young, Esquire
PA I.D. #53904
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
Attorneys for Plaintiff
THIS IS AN ATTEMPT TO COLLECT A DEBT,AND ANY INFORMATION
OBTAINED WILL BE USED FOR THAT PURPOSE.
EXHIBIT "A"
PROMISSORY NOTE`
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing”'i"has been omitted due to text length limitations.
Borrower: 1300 Market.LLC Lender: ORRSTOWN BANK
30 East Maplewood Drive SILVER SPRING OFFICE
Mechanicsburg.PA 17055 77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG,PA 17257
Principal Amount: $1,818,750.00 Date of Note: September 18, 2008-
Maturity
008Maturity Date: September 18,2028
PROMISE TO PAY. 1300 Market,LLC 1"Borrower')promises to pay to ORRSTOWN BANK("Lender'1,or order,in lawful money of the United
States of America, the principal amount of One Million Eight Hundred Eighteen Thousand Seven Hundred Fifty tk 001100 Dollars
(51,818,750.00),together with interest on the unpaid principal balance from September 18,2008,until paid In full.
PAYMENT. Borrower will pay this loan in full Immediately upon Lender's demand. If no demand is made, subject to any payment changes
resulting from changes In the Index,Borrower will pay this loan in accordance with the fallowing payment schedule,which calculates interest on
the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates'described in this
paragraph: 60 monthly consecutive principal and interest payments In the initial amount of $12,677.31 each, beginning October 18, 2008,
with interest calculated on the unpaid principal balances using an interest rate of 6.750%per annum based on a year of 360 days;179 monthly
consecutive principal and Interest payments in the initial amount of$11A5640 each,beginning October 18,2013,with interest calculated an
the unpaid principal balances using an interest rate based on the Wall Street Prime (currently.5.000%), plus a margin of 0.500 percentage
points, resulting in an initial interest rate of 5.500% per annum based on a year of 360 days; and one principal and interest payment of
$610,144.01 on September 18,2028,with interest calculated on the unpaid principal balances using an interest rate based on the Wall Street
Prime(currently 5.000%b plus a margin of 0.500 percentage points,resulting In an initial interest rate of 5.500%per annum based on a year of
360 days. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index*
does not change;the actual foal payment will be for all principal and accrued inierest not yet paid,together with any other unpaid amounts
under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest;then to
principal;then to any late charges;and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the Wall Street Prime(the"Index'). The Index is not necessarily the lowest rate charged by Lender on its bans. if the Index becomes
unavailable during the term of this loan,Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current
index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 5.000% per annum. The interest rate or rates to be applied to-the unpaid
principal balance during this Note will be the rate or rates set forth herein in the"Payment'section. Notwithstanding any other provision of this
Note, after the first payment stream,the Interest rate for each subsequent payment stream will be effective as of the last payment date of the
just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover
accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrowers payments at the same amount and increase
Borrower's final payment.
INTEREST CALCULATION METHOD. Interest on this Now is computed on a 3GW360 basis;that is, by applying the ratio of the interest rate
over a year of 380 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. AM interest payable under this Note is computed using this method.
PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the ban and
will not be subject to refund upon early payment Iwhether voluntary or as a result of default), except as otherwise required by law. Upon
prepayment of this Note.Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during
the next five 151 years,the Borrower shall be assessed against the amount prepaid,a five percent(5.00%)prepayment penalty.The assessment
percentage shag decrease one percent(1.00%)per annum to par. Lender acknowledges that excepted from this assessment will be principal
payments that are generated as a result of operation of the business for which the ban was extended. Specifically not excepted will be any
prepayments generated as a result of a refinancing at any other financial institution.Except for the foregoing,Borrower may pay all or a portion
of the amount owed serfier than Is due.Early payments will not unless agreed to by Lender in writing,relieve Borrower or Borrower's obligation
to continue to sake payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments. . Except for the foregoing. Borrower may pay all or a portion of the amount owed earlier than It is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments.
Borrower agrees not to send Lender payments marked 'paid in full", 'without recourse", or similar language. If Borrower sends such a
payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further
amount owed to Lender. AN written communications concerning disputed amounts, including any check or other payment instrument that
indicates that the payment constitutes "payment in full" of the amount owed or that Is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK,77 FAST KING STRUT,P.O. BOX 250 SHIPPENSBURG,
PA 17257.
LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00,
whichever Is greater.
INTEREST AFTER DEFAULT. Upon default. including failure to pay upon final maturity, the interest rate on this Note shall be increased by
adding a 3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate
change that would have applied had there been no default. After maturity,or after this Note would have matured had there been no default,the
Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note,
interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the
Interest rate exceed the maximum interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note:
PROMISSORY NOTE
Loan No (Continued) Page 2
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement
between Lender and Borrower.
False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes fa
or misleading at any time thereafter. lse
Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower,or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower,
the appointment of a receiver for any part of Borrower's property,any assignment for the benefit of creditors,any type ofcreditor workou
or the comrnencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. t
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts,with Lender. However,this Event of Default shah
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.
Everts Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender In good faith believes itself insecure.
Cure Provisions. If any default,other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen 05)days;or (2) if the cure requires more than fifteen(15)
days, immediately initiates steps which Lender deems in Lender's sale discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Note and all accrued unpaid interest immediately due,and then Borrower win pay that amount.
ATTORNEYS' FEES; EXPENSES- Lender may hire or pay someone also to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes,subject to any limits under applicable law, Lender's reasonable attorneys'fees and Lender's legal expewhether nses,
vacate any a automnot atic stay or inJunctiortl,including
and appeals. If not prohibited by applicable/law, Borrower ble attorneys, fees, expenses for bankruptcy also wrings (including efforts to modify or
all other sums provided by law, pay any court costs,in addition to
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender
or Borrower against the other.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's ban and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether
checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by
low. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any
and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect LeMer's charge and setoff
rights provided In this paragraph.
COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein:
(A) a Mortgage dated September 18,2008,to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania.
(B) an Assignment of An Rents to Lender on real property located in Cumberland County,Commonwealth of Pennsylvania.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further
information concerning this requirement Is set forth in the Mortgage and in the Agreement to Provide Insurance,all the terms and conditions of
which are hereby incorporated and made a part of this Note.
FINANCIAL INFORMATION.The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and
any other financial information,required by the Lender's Original Commitment Letter to the Borrower,on an annual basis. If the Lender does not
receive the required financial information within two hundred seventy(270)days of the Borrower's fiscal year and, the Lender has the right to
increase the interest rate charged on this Note by 0.25'%. The Borrower shall receive written notification tan (10) days prior to the Lender
Increasing the interest rate charged on this Note.
OVERDRAFT PROTECTION.You may obtain credit advances under your Credit Line by writing a check on your checking account(s)
with us in excess of the available collected balance in the account(s)..
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns,and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
Information about your account(s)to a consumer reporting agency. Your written notice describing the specific inaccuracy(les)should be sent to
us at the following address:ORRSTOWN BANK 77 EAST KING STREET P.O.BOX 250 SHIPPENSBURG,PA 17257.
GENERAL rig Oto dere S. This Note Is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Note. Lender may delayorent go f this
slNote Hofs demand. If any part of this Note cannot be enforced,this fact will not affect the rest of the
any rights or remedies under this Note without losing them. Borrower and any other person
M • • _
0 PROMISSORY NOTE
Loan No _ (Continued) Page 3
who signs,guarantees or endorses this Note, to the extent allowed by law, waive presentment,demand for
Upon any change in the terms of this Note,and unless otherwise expressly stated In writing,no payment, and notice of dishonor.
guarantor, accommodation maker or endorser, shall be released from liability. All such parties who signs tf�s Note,whether as maker,
(repeatedly and for any length of time)this loan or release agree that Lender may renew or extend
y party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that lender may modify this loan without the consent of or notice to anyone other than'the parry with whom the modification
is made. The obligations under this Note are Joint and several. If any portion of this Note is for any reason determined to be unenforceable,it
will not affect the enforceability of any other provisions of this Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST,LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE,TOGETHER WITH COSTS
OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL
BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
1300 ARKET,LLC
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any Particular ban or item.
Any Item above containing"***".has been omitted due to text length limitations.
Declarant: 1300 Market.LLC Lender: ORRSTOWN BANK
30 East Maplewood Drive SILVER SPRING OFFICE
Mechanicsburg.PA 17055 77 EAST KING STREET
P O BOX 250 _.
SHIPPENSBURG.PA 17257
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS t71` DAY.OF �y�tt,l✓ 20,04� A
PROMISSORY NOTE FOR $1,818.750.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTAINS 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 T DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
INITIALS,, "{
B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST
DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING. THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS
LANGUAGE THAT WOULD PERMIT LENDER.AFTER ENTRY OF JUDGMENT.AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING.TO
EXECUTE ON THE JUDGMENT BY FORECLOSING UPON. ATTACHING. LEVYING ON. TAKING POSSESSION OF OR OTHERWISE SEIZING
DECLARANT'S PROPERTY. IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT, IN EXECUTING THE NOTE. BEING FULLY AWARE OF
DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT. THE UNDERSIGNED. ON BEHALF OF THE DECLARANT.IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WANING THESE
RIGHTS.AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN
ANY MANN D BY APPLICABLE STATE AND FEDERAL LAW.WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE.
INITIALS,
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH
STATEMENT THAT APPLIES,THE UNDERSIGNED REPRESENTS THAT:
INIT
1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
'NOTE,
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO
DECLARANT'S ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
1300 M RK .LLC
.�\`^�..':t$s�t, '• ,.�5_�`,ya .;! t�;i:>�i�Fi?S>-G`r:f$>:-:,•;rro�r,�;tA.:.:_,...u.�,i
By.t:r$; :•. v... .q •,;�.:;:�::;f.•:n:•pw.:vF:•:,C,�;:�'< `J•.>';.•t::tiR�. S
.• r� eall
Joh opensky.Werriffer of 1300 Market.LLC
IAHR MIO {AIAOAM Co"kw"F&—W""p—Rw."57.7001. A7 NVM RM"s0. •►A VW"% MFC'M-2004 M1
EXHIBIT "B"
_
COMMERCIAL GUARAN70
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...:_v.- ..Ja.;p• �.•:,,,-9. ;,w,a�..;,x•}:��s:�• `•vim-r:.
::.-�:::.:�>,-xv;�::...,xa+>z 'cttaeranws•a,:•1,„,�,.=.,.v...x•�r•:a+,,,r,,.,,.. ,.,,.,+,�...,.r'a . :: -�m- - -
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References
-_._a.,,::.,,`•:.:��=.-:.<�,.:+:::_:�-::::_.: ',,,....a,.,.,,” .,�`,,,.,,.�-�. x.w,,,,+::,. '.- r-'v»,;::�.:v''`s""'..."N��"'_>.r,-',-..w:b,•..��:a;.:..::::i? ._a- - - -
. ._. ,•.aqua ra:�'at�.....>,•..-........._.. a a>, �:
References in the boxes above are for Lender's use only and do not limit theaent o item.
Any item above containing•_+■•has been omitted due olte t'lngthrimitmaYwns.to any particular loan or item.
Borrower: 1300 Market,LLC , Lender: ORRSTOWN 13ANK
30 East Maplewood Drive SILVER SPRING OFFICE
Mechanicsburg,PA 17055 77 EAST-KING STREET
P O BOX 250
GU8r8nt0r'. P.John Sopensky SHIPPENSBURG,PA 17257
30 East Maplewood Drive
Mechanicsburg,PA 17055
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees
full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's
obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can
enforce this Guaranty against Guarantor even when Lender has not exhausted lender's remedies against anyone also obligated to pay the
Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make
any payments to lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or
deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word'Indebtedness*as used In this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys'fees,arising from any and all debts,liabilities and obligations that Borrower individually or collectively or interchangeably with others,
owes or will owe Lender under the Note and Related Documents and any renewals, extensions,modifications, refinancings, consolidations and
substitutions of the Note and Related Documents.
if Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties
shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary)affect or invalidate any such other guaranties.
Guarantor's liability wig be Guarantors aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any
notice to Guarantor or to Borrower,and will continue In full force until all the Indebtedness shall have been fully and finally paid and satisfied and
all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any
other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or
more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantors
liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness,
Including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer then the
original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release,
substitute,agree not to sue,or deal with any one or more of Borrower's sureties,endorsers,or other guarantors on any terms or in any manner
Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to
apply such security and direct the order or manner of sale thereof,including without limitation,any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust,as Lender in its discretion may determine; (G) to sell; transfer, assign or grant participations in
all or any pert of the Indebtedness;and (H) to assign or transfer this Guaranty in whole or in part.
GUARANT'OR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Gusrarty is
executed at Borrower's request and not at the request of Lender, (C) Guarantor has full power,right and authority to enter into this Guaranty;
(D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
and do not result in a violation of any law, regulation,court decree or order applicable to Guarantor; (E) Guarantor has not and will not,without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets,or any interest therein; (F) upon Lender's request,Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been,and all future financial Information which will be provided to
Lander 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 (inck;ding those for unpaid taxes)against Guarantor is pending or
threatened; (fl Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this
Guaranty,and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by
Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending
money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on theof Borrowor,new or additional Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of part l
r or any other guarantor
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,including Borrowe
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor,or any other person; (E) to give
notice of the terms,time,and place of any public or private sale of personal property security held by Lender comply with
from Borrower or to
any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) o commit any
act or omission of any kind,or at any time,with respect to any matter whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral including, but not limited to,any rights or
defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any
. Loan No: COMMERCIAL GUARANTY
j
(Continued)
Page 2
action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of an
either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys Guarantor's subrogation rights or Guarantor's ri hts to Y foreclosure action,
rights Guarantor may suffer by reason of any law limiting,proceed against Borrower for reimbursement, including withoutlimitation,
of any 1�of
Borrower, of any other guarantor,a of an other ng' qualifying,or discharging the Indebtedness; (C) any disability or other def ansa of
than Y person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other
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; (
Guarantor is commenced, there is outstanding Indebtedness whicheIs°fnot limitations,
an if any
y time any action limitations;suit brought by Lender against
given to guarantors at law or in equity other than actual y Y applicable statute of limitations; or IFI any defenses
whether voluntarily or otherwise,or by any third payment and performance of the Indebtedness, If
to Borrower's trustee in bankruptcy or to a s(mr on the Indebtedness and thereafter Lender is forced to
remit the amounment is t of bj��tter,
Indebtedness shall be considered unpaid for the u person under any federal or state bankruptcy law or law for the relief of debtors,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,
Borrower,the Guarantor,or both. recoupment or similar right, whether such claim, demand or right may be asserted by the
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above
made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable anis
d
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be
effective only to the extent permitted by law or public policy,
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender
(whether checking, savings, or some other account). This Includes all accounts Guarantor holds into
Guarantor may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be
prohibited by law. Guarantor future.
Hzes lender, to the extent permitted b a jointly with someone else and all accounts
may apply the funds in these accounts to Y PPgcable law,to hold these funds if there is a default,and Lander
PeY what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S D®TS TO GUARANTOR. Guarantor
created, shall be superior to any claim that Guarantor may now have or hereafter acquireees that tagainst e Indebtedness, whether now existing er hereafter
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,Borrower,
pon any account
or not Borrower becomes
claim that Lander may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankP° any account whatsoever, to any
9 bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness.Guarantor does hereby assign to lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however,that such assignment shall be effective only for the u
legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencingan
y debts or Borrower to Guarantor shall be marked with a legend that the same are purpose of assuring to Lender full payment in
agrees,and Lender is hereby authorized, in the name of Guarantor, from time to time to Nle financing statements and continuation toLander.obligations
nts
for
and r execute documents and to take such other actions as Lender dee necessary to appropriate to perfect, preserve and enforce its rights
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents,constitutes the entire understanding and agreement of the
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be affective unless given in writing and
signed by the party or parties sought to be charged or Parties as
Attorneys, � bound by the alteration or amendment.
, �; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lander's reasonable
attorneys' fees and Lander's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay
someone also to help enforce this Guaranty, and Guarantor shad
pay the coats and expenses of such enforcement. Costs and expenses
Include Lender's reasonable attorneys' fees and legal expenses whather.or not there is a lawsuit, including reasonable attorneys'fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), a
anticipated post judgment collection services. Guarantor also shall
court. pay all court costs and such additional fees as may be diireccted by thls, and e
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
Provisions of this Guaranty.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attomey with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and
evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds lender harmless from all losses,
claims,damages,and costs(including Lender's sttomeys'fees)suffered or incurred by Lender as a result of any breach by Guarantor of Perot
the
warranties,representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named In this Guaranty or when this Guaranty is executed b more
respectively shall mean all and any one or more of them. The words'Guarar�itor,�e Guarantor, the words 'Borrower" and
assigns, and transferees of each of them, ff a court finds that an �Ow�� Guarantor"
fact by itself will not mean that the rest of this Guaranty and "Lender"include the heirs,successors,
y provision r this Guaranty is not valid or should note enforced, that
provisions of this Guaranty even if a � wig not be valid or enforced. Therefore, a court will enface the rest of the
Borrower or Guarantor are corporations, artner of this Guaranty may be found to be invalid or unenforceable. If any one or more of
partnerships,h e limited liability companies,or similar entities,it is not necessary for Lender to inquire
Into the powers of Borrower or Guarantor or of the officers,directors,partners, managers, or other agents acti
their behalf,and any indebtedness made or created in reliance upon the professed exercise of such
Guaranty. ng Or Purporting to act on
Powers shall be guaranteed under this
Notices. Unless otherwise provided by applicable law,any notice required to be
shall be effective when actually delivered, when actually received given under this Guaranty shall be
a nationally recognized overnight courier, or, if mailed, when deposited�telefacsimrle{unless otherwise required by law), when de ven in ming. and
postage prepaid,directed to the addresses shown near the n ing this Guaranty.in the ed States mail, as first class, certified or posited with
this Guaranty by giving formal written notice to the other parties,specifying that thePOs Party may change its address for registered
as under
For notice purposes, Guarantor agrees to keep Lender informed at sit times of Guarantor's current address.s of the notics is tUnless otherwise
applicable law, if there is more than one Guarantor, any notice given b Lender to an Guarantor is deemed to be note party's entrees.
9 y y provided by
given to all
COMMERCIAL GUARANTY
Loan No (Continued) Page 3
Guarantors.
No Waiver by Lander. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between
Lender and Guarantor,shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's helm, personal
representatives,successors, and assigns,and shall be enforceable by Lender and its successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used In the singular shall include the plural, and the plural shall include the singular,as the context may require. Words and terms not otherwise
defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" mems 1300 Market, LLC and Includes.ill'co4l'gners and co-makers signing the Note and all their
successors and assigns.
Guarantor. The word"Guarantor" means everyone signing this Guaranty,includingvuithout-limitation P.John Sopensky,and in each case,
any signer's successors and assigns.
Guaranty. The word"Guaranty"means this guaranty from Guarantor to Lander.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty.
Leader. The word'Lender" means ORRSTOWN BANK,its successors and assigns.
Note. The word "Note" means the promissory rote dated September 18, 2008, In the original principal amount of $1,818,750.00 from
Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for
the promissory note or agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, ban agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.
GUARANTOR HERESY 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 1S EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED"DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 18,2008.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
^ .. ..w�
..'.cy.f:<-S:•y• "::•a3:::af:a<x::::•C.;:a:;J3:Y:;:i..:.....•::'.-'u:.:t..�CQ. >;'•_k'.S-t,an;• ,•y::'b;3:�.�:-c.#.;.`f'.:`.,1...Y.n.x
7ea)
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`h S.ope
.•
COMMERCIAL GUARANTY
Loan No: (Continued) Page 4
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEAL OF PENNSYLVANIA )
OF
)SS
COUNTY /I)
d
n th ,th, tA3i%W day of f~1�/1 20 Ub , before me
0. the undersigned N tery Public, personally appeared P. John Sopensky, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the
purposes therein contained.
M witness whereof,I hereunto set my hand and of seal.
MM ONWEEALT SYLVAN i
Noter(t &W
KARIft8' 'NOWY PdAc Notary P blic in and for the State of
$Dinh Mkkii W TW '
MyWw"mB*wJLN*21L2010
Merrier,pennaylvaela Association of Notaries
LAW IND UAMM,W.SA/AO.004 COV.0.1.0 ie,eObt kkd.sIi.D.1997.X)W AN ft.ft—a. -PA 1CH4 U MFC M40W4 MI
DISCL-fkURE FOR CONFESSION OF J&DGMENT
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing°••°°has been omitted due to text length limitations.
Borrower: 1300 Market,LLC Lender: ORRSTOWN BANK
30 East Maplewood Drive SILVER SPRING OFFICE
Mechanicsburg,PA 17055 77 EAST KING STREET
P 0 BOX 250
SHIPPENSBURG,PA 17257
Dedarant: P.John Sopensky
30 East Maplewood Drive
Mechanicsburg,PA 17055
DISCLOSURE FOR CONFESSION OF JUDGMENT
I AM EXECUTING, THIS r DAY OF :�I/ 5104 *' , 2001, A GUARANTY FOR A PROMISSORY NOTE FOR
$1.818,750.00 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, 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO
LENDER'S ENTE JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
INITIALS: a
B. 1 FURTHER U ERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON,ATTACHING,LEVYING ON,TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY,IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY,BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE
JUDGMENT 1 NY ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING ME ANY ADVANCE NOTICE.
INITIALS: 1.
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES,1 REPRESENT THAT:
INR
1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
TO MY ATTENTION.
D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000;THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED
AND SIGNED IT;AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
Seal
XX
P.John ensky
l sw Pao tw&Z v-5.4ijmw1 cw.Z%. sr. Sw a—fne.im.mw V IIgM.Rwrv.d. .M.%cmmmxrc—xsol P141 _-_
EXHIBIT "C"
i O
ASSIGNMENT OF SECURITY DOCUME ,NTS.
ORRSTOWN BANK, A PENNSYLVANIA BANKING CORPORATION,
("Ass%wor"), for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, hereby sells, transfers, assigns,delivers, set"ver and conveys to MAGNOLIA
PORTFOLIO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, its successors
and assigns ("Assignee"), without recourse to the Assignor, and without .mpresentations,
warranties or covenants, express or implied, written or oral, by the Assignor, all Tight,
interest of the Assignor in and to the loan identified on Exhibit A attached hereto ( "Low"),
including without limitation all of Assignor 's right, title and interest in any guaranties, loan
participation interests, indemnities, claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts. pet{ormance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan,
together with any other documents or instruments executed and/or delivered in connection with
or otherwise related to the Loan.
Dated this of Fcbruary,2013
ASSIGNOR:
ORRSTOWN BANK,a Pennsylvania banking.
corporation
By: MAGNOLIA PORTFOLIO, LLC,a Delaware
limited lialiilit parry Attorney-in-Fact
By:
Name: R. Patterson Jackson
Title: Authorized Signatory
AMO Rcr: 2510.148
Lftn Name: 1300 MARKET U.0
Low Ref.:26476429001
r ,
I
EXHIBIT"A"
TO
ASSIGNMENT OF SECURITY DOCUMENTS
That certain loan dated September 18, 2008, in the stated original principal amount of
$1,818,750.00, executed by 1300 Market, LLC to Orrstown Bank, which is secured by property
located in Cumberland County, State of Pennsylvania
AMO Ref.: 2510.148
t.oan Mame. 1304 MARKET 1j.0
Loan Rot:26476429001
VERIFICATION
�° ,hereby states that h /she s
FINANCIAL GROUP,LPfSABAL
)—tgage servicing agent for Plaintiff in this matter,that he/ e s authorized
to make this Verification,and verify that the statements made in the foregoing g ng Civil Action Confession of
Judgmentt are true and correct to the best of h /her nformation and belief. The undersigned
to the penalties of 18 Pa. C.S. Sec.4904 relating to
understands that this statement is made subject
unsworn falsification to authorities.
Further, due to its mortgage servicing agency relationship with plaintiff,MAGNOLIA
PORTFOLIO,LLC,is in possession and control of all documents and records supporting the statements
in the foregoing pleading and,therefore,the undersigned,rather than an officer or employee of plaintiff,
is the appropriate individual to make this Verification pursuant to Pa.R.C.P. 1024(c).
Name:
Title:
Company:
Date: 1 '
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 -5a57 aivl[T"
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY,
Defendants. CIVIL ACTION - LAW
-D:
moo :r
NOTICE UNDER RULE 2958.1 73
OF JUDGMENT AND EXECUTION THEREONCD
£-D
Notice of Defendant's Rights --0 c�
To: P.John Sopensky a/k/a Paul J. Sopensky
30 E. Maplewood Avenue '
Mechanicsburg, PA 17055
A judgment in the amount of$1,806,158.25 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.
r
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: `;W A?)�
Scot A. Diette 'c , Es re
Attorney I.D. # 5 50
James D. Young, Esquire
Attorney I.D. #53904
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
i
MAGNOLIA PORTFOLIO, LLC, a Delaware : IN THE COURT OF COMMON PLEAS
limited liability company, assignee of : CUMBERLAND COUNTY, PENNA.
Orrstown Bank
Plaintiff,
V. NO. 1q- 66131 ClvdTemb
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY,
Defendants. CIVIL ACTION - LAW
,�r�, rq .
NOTICE UNDER RULE 2958.1 -`"�?- co C- ,
OF JUDGMENT AND EXECUTION THEREON �c7
Notice of Defendant's Rights
To: 1300 Market,LLC
30 E. Maplewood Avenue
Mechanicsburg, PA 17055
A judgment in the amount of$1,806,158.25 has been entered against you and in favor of
the plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money or
other property to pay the judgment at any time after thirty(3 0) days after the date on which this
notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
NOTICE TO DEFEND & LAWYER REFERRAL SERVICE
Pennsylvania Lawyer Referral Service
Pennsylvania Bar Association
P.O.Box 186
Harrisburg,PA 17108
Phone(800) 692-7375
Respectfully Submitted:
JSDC LAW OF ICES
Date: September 5, 2014 By: (; 0 0? 1 7?�
Sc t A. Dietteri , Es re
Attorney I.D. #5V650
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, n
V. NO. i�- � � l.Ivi�� 1''►
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY,
Defendants. CIVIL ACTION - LAW
rYi� cn -
AFFIDAVIT OF NON-MILITARY SERVICE
—<>
COMMONWEALTH OF PENNSYLVANIA ?
SS:
>
COUNTY OF DAUPHIN
1, James D. Young, Esquire, attorney 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.
Jai6/es D. Youn , sq"e
e
SWORN TO AND SUBSCRIBED BEFORE
ME THIS 5'DAY OF SEPTEMBER, 2014.
C+14"
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- 5,937 &4Tem
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY, -
M cra va
Defendants. CIVIL ACTION - LAW m '�
r-
CD
CERTIFICATION OF ADDRESS co
I hereby certify that the address of the parties in the above action are as follows: ?
Cz
Magnolia Portfolio LLC -.t
4675 MacAurther Court, Suite 1550
Newport Beach, CA 92660
Plaintiff
1300 Market, LLC
30 E. Maplewood Avenue
Mechanicsburg, PA 17055
Defendant
P. John Sopensky a/k/a Paul J. Sopensky
30 E. Maplewood Avenue
Mechanicsburg, PA 17055
Defendant
JSDC LAW OFFICES
BY: 9/0" 'AM
Sc6it A. Diettek' k, Lsore
PA 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.
1300 MARKET, LLC and P. JOHN SOPENSKY
a/k/a PAUL J. SOPENSKY,
Defendants. CIVIL ACTION - LAW
NOTICE OF JUDGMENT
TO: 1300 Market,LLC & P. John Sopensky a/k/a Paul J. Sopensky
DEFENDANTS
You are hereby notified that a Judgment was entered in the above-captioned proceeding
on September IR4 , 2014, in the amount of$1,806,158.25 plus interest on the principal sum
($1,602,852.80) from May 30, 2014, at the rate of$300.53 per diem.
J)
Prothonotary
Ronny R Anderson
Sheriff
Jody S Smith
Chief Deputy
Richard W Stewart
Solicitor
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
1 -
Mil SE? 22 PM
CUMBERLAND coulai
prigH`f01011
at
Citn/tptrt
4.00.
OFF;CE Of THE $KERIFP
Magnolia Portfolio, LLC, a Delaware limited liability company, assigne
vs.
1300 Market, LLC (et al.)
Case Number
2014-5237
SHERIFFS RETURN OF SERVICE
09/12/2014 01:30 PM - Deputy Shawn Gutshall, being duly sworn according to law, served the requested Complaint
in Confession of Judgment by handing a true copy to a person representing themselves to be John
Sopensky, Owner, who accepted as "Adult Person in Charge" for 1300 Market, LLC at 1300 Market
Street, Suite 12, Lemoyne, PA 17043.
09/12/2014 01:30 PM - Deputy Shawn Gutshall, being duly sworn according to law, served the requested Complaint
in Confession of Judgment by "personally" handing a true copy to a person representing themselves to
be the Defendant, to wit: P John Sopensky at 1300 Market Street, Suite 1 , Lemoyne, PA 17043.
4 1 -.11
00111F
GUTSHALL, DEPUTY
SHERIFF COST: $62.08 SO ANSWERS,
September 16, 2014
(c) CountySuite Sheriff, Teleoseft, Inc.
RONNW R ANDERSON, SHERIFF