Loading...
HomeMy WebLinkAbout09-0617IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Plaintiff V. SHOPPES AT SILVER SPRING 463 Church Street Minersville, Pennsylvania 17954, and METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, and STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, and LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, and * Civil Action - Confessed Judgment * Case No.: 01- (,C / 7 N", / V (M * * * * * * * * * * * * and MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, and JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, and SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, Defendants. 2 * * * * * * * * * * * * * * * CONFESSION OF JUDGMENT OF MONEY TO THE PROTHONOTARY: I, MICHAEL D. NORD, hereby file this Statement for Confession of Judgment of Money in connection with the Complaint for Confession of Judgment of Money (the "Complaint") filed by the Plaintiff on or about January 30, 2009 in the above-captioned matter. Pursuant to the authority contained in the warrant of attorney in the Notes and the Guaranty, photostatic copies of the originals of which are attached to this Complaint for Confession of Judgment for Money filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants as follows: DEFENDANT, SHOPPES AT SILVER SPRING: Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (pet- diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER FIRST NOTE as of 1/16/09: $4,364,134.50 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $111.42) Attorney's Fees (10% of $597,452.75): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER SECOND NOTE as of 1/16/09: $ 657,449.40 3 DEFENDANT, METRO CREMO & SONS, INC. Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER METRO GUARANTY as of 1/16/09: $ 4,364,134.50 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 DEFENDANT, STEPHEN PAUL CREMO: Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER SPC GUARANTY as of 1/16/09: $ 4,364,134.50 4 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 DEFENDANT, PAUL JOSEPH CREMO: Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER PJC GUARANTY as of 1/16/09: $ 4,364,134.50 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 5 DEFENDANTS, LAWRENCE JUDE CREMO and MIRKA CREMO: Principal: Interest (as of 01/16/09): (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): Late Fees: TOTAL DUE UNDER L&M GUARANTY as of 1/16/09: Principal: Interest (as of 01/16/09): (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): Late Fees: Note 1 $ 3,880,812.25 $ 84,990.12 $ 396,580.00 $ 1,752.13 $ 4,364,134.50 Note 2 $ 592,323.27 $ 5,129.48 $ 59,745.00 $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 DEFENDANTS, JAMES ANDREW CREMO and NADINE P. CREMO: Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER J&N GUARANTY as of 1/16/09: $ 4,364,134.50 6 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 DEFENDANTS, JOHN METRO CREMO and CAROLE CREMO: Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER J&N GUARANTY as of 1/16/09: $ 4,364,134.50 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 7 DEFENDANT, ERIC EMIL CREMO: Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER J&N GUARANTY as of 1/16/09: $ 4,364,134.50 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 DEFENDANT, SILVER SPRINGS MARKET SQUARE, LLC: Note 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER J&N GUARANTY as of 1/16/09: $ 4,364,134.50 8 Note 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 Date: January 30, 2009 1) Q Michael D. Nord Pennsylvania Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202 410-385-5072 Counsel for Defendants 9 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Plaintiff V. SHOPPES AT SILVER SPRING 463 Church Street Minersville, Pennsylvania 17954, and METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, and STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, and LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, and MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * Civil Action - Confessed Judgment * * Case No.: 9' 0/7 J l i T) "A * * * * * * * * * * * * * * * * and JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, and SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, * Defendants. * * * * * * * * * * * * * * COMPLAINT FOR CONFESSION OF JUDGMENT FOR MONEY 2 1. The Plaintiff and the last known address thereof is: Manufacturers and Traders Trust Company One M&T Plaza Buffalo, New York 14203 2. The Defendants and their last known addresses are: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 Mirka Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 James Andrew Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 Nadine P. Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 3 Carole Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Eric Emil Cremo 463 Church Street Minersville, Pennsylvania 17954 Silver Springs Market Square, LLC 463 Church Street Minersville, Pennsylvania 17954 COUNTI 3. Plaintiff, Manufacturers and Traders Trust Company ("Plaintiff"), provided a loan to Defendant, Shoppes at Silver Spring, a Pennsylvania limited partnership (the "Borrower"), in the original principal amount of $3,955,000.00 ("Loan 1 "), which is evidenced by, among other things, a Three Million, Nine Hundred Fifty Five Thousand Dollar ($3,955,000.00) Mortgage Note, dated February 10, 2006, ("Note I"), executed and delivered by the Borrower to the order of Plaintiff. A true and accurate copy of Note 1, which evidences the obligations on which the judgment is herein confessed and which show the signature of the Borrower, is attached hereto as Exhibit "A" and incorporated herein by reference. 4. The Borrower defaulted on its obligations to the Plaintiff under Note 1 for, among other things, having failed to pay the Plaintiff certain amounts that were owed to the Plaintiff under Note 1 when and as due thereunder. 5. Plaintiff, in accordance with the terms and conditions of Note 1, declared a default and demanded payment of all indebtedness owed thereunder. A true and accurate copy of Plaintiff's November 10, 2008 demand letter to the Defendant, is attached hereto as Exhibit "B" and is 4 incorporated herein by reference. Despite such demands, the Borrower has failed to pay the indebtedness owed to Plaintiff under Note 1. 6. There has been no assignment or transfer of Note 1. 7. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint for Confession of Judgment for Money (the "Complaint") against the Borrower set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 8. Judgment has not been entered on Note 1 in any jurisdiction. 9. The itemization of the amount due under Note 1 is as follows: Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER FIRST NOTE as of 1/16/09: $4,364,134.50 10. Note 1 with the confession of judgment and warrant of attorney was executed by the Borrower on February 10, 2006. 11. Under the confession of judgment set forth in Note 1, the Borrower authorized and empowered any attorney of any court of record to appear on behalf of the Borrower and to confess judgment against the Borrower in favor of the Plaintiff for and in the full amount outstanding under Note 1 (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's' fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. 5 WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause contained in Note 1, requests judgment be entered against Shoppes at Silver Spring in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note into Court to recover the said sum. COUNT II 12. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 13. Plaintiff provided another loan to the Borrower in the original principal amount of Six Hundred Thousand Dollars ($600,000.00) ("NOTE 2"), which is evidenced by, among other things, a Six Hundred Thousand Dollar ($600,000.00) Mortgage Note dated October 12, 2006, ("Note 2"), executed and delivered by the Borrower to the order of Plaintiff. A true and accurate copy ofNote 2, which evidences the obligations on which the judgment is herein confessed and which show the signature of the Borrower, is attached hereto as Exhibit "C" and incorporated herein by reference. 14. The Borrower defaulted on its obligations to the Plaintiff under Note 2 for, among other things, having failed to pay the Plaintiff certain amounts that were owed to the Plaintiff under Note 2 when and as due thereunder. 15. Plaintiff, in accordance with the terms and conditions of Note 2, declared a default and demanded payment of all indebtedness owed thereunder. A true and accurate copy of Plaintiff s November 10, 2008 demand letter to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the Borrower has failed to pay the indebtedness owed to Plaintiff under Note 2. 16. There has been no assignment or transfer of Note 2. 6 17. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the Borrower set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 18. Judgment has not been entered on Note 2 in any jurisdiction. 19. The itemization of the amount due under Note 2 is as follows: Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $111.42) Attorney's Fees (10% of $597,452.75): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER SECOND NOTE as of 1/16/09: $ 657,449.40 20. Note 2 with the confession of judgment and warrant of attorney was executed by the Borrower on October 12, 2006. 21. Under the confession of judgment set forth in Note 2, the Borrower authorized and empowered any attorney of any court of record to appear on behalf of the Borrower and to confess judgment against the Borrower in favor of the Plaintiff for and in the full amount outstanding under Note 2 (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause contained in Note 2, requests judgment be entered against Shoppes at Silver Spring in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note into Court to recover the said sum. 7 COUNT III 22. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 23. Defendant, Metro Cremo & Sons, Inc. ("Metro Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "Metro Guaranty") executed by the Metro Guarantor in favor of the Plaintiff, pursuant to which the Metro Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the Metro Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the Metro Guarantor, is attached hereto as Exhibit "D" and incorporated herein by reference. 24. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the Metro Guarantor to the Plaintiff pursuant to the terms and conditions of the Metro Guaranty. 25. The Plaintiff, in accordance with the terms and conditions of the Metro Guaranty, demanded payment of the obligations owed by the Metro Guarantors to the Plaintiff under the Metro Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the Metro Guarantor has failed to pay the indebtedness owed to Plaintiff under the Metro Guaranty and, therefore, is currently in default thereunder. 26. There has been no assignment or transfer of the Metro Guaranty. 8 27. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the Metro Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 28. Judgment has not been entered on the Metro Guaranty in any jurisdiction. 29. The itemization of the amount due under the Metro Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER METRO GUARANTY as of 1/16/09: $ 4,364,134.50 30. The Metro Guaranty with confession of judgment and warrant of attorney was executed by the Metro Guarantor on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "D" and is incorporated herein by reference. 31. Under the confession of judgment set forth in the Metro Guaranty, the Metro Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the Metro Guarantor and to confess judgment against the Metro Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Metro Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Metro Guaranty, respectfully requests that judgment be entered 9 against the Defendant, Metro Cremo & Sons, Inc., and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and Metro Guaranty into Court to recover the said sum. COUNT IV 32. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 33. Defendant, Stephen Paul Cremo ("SPC Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "SPC Guaranty") executed by the SPC Guarantor in favor of the Plaintiff, pursuant to which the SPC Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the SPC Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the SPC Guarantor, is attached hereto as Exhibit "E" and incorporated herein by reference. 34. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the SPC Guarantor to the Plaintiff pursuant to the terms and conditions of the SPC Guaranty. 35. The Plaintiff, in accordance with the terms and conditions of the SPC Guaranty, demanded payment of the obligations owed by the SPC Guarantor to the Plaintiff under the SPC Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the SPC Guarantor has failed to pay the indebtedness owed to Plaintiff under the SPC Guaranty and, therefore, is currently in default thereunder. 10 36. There has been no assignment or transfer of the SPC Guaranty. 37. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the SPC Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 38. Judgment has not been entered on the SPC Guaranty in any jurisdiction. 39. The itemization of the amount due under the SPC Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER SPC GUARANTY as of 1/16/09: $ 4,364,134.50 40. The SPC Guaranty with confession of judgment and warrant of attorney was executed by the SPC Guarantor on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "B" and is incorporated herein by reference. 41. Under the confession of judgment set forth in the SPC Guaranty, the SPC Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the SPC Guarantor and to confess judgment against the SPC Guarantor in favor of the Plaintiff for and in the full amount outstanding under the SPC Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. 11 WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the SPC Guaranty, respectfully requests that judgment be entered against the Defendant, Stephen Paul Cremo, and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and SPC Guaranty into Court to recover the said sum. COUNT V 42. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 43. Defendant, Paul Joseph Cremo ("PJC Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "PJC Guaranty") executed by the PJC Guarantor in favor of the Plaintiff, pursuant to which the PJC Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the PJC Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the PJC Guarantor, is attached hereto as Exhibit "F" and incorporated herein by reference. 44. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the PJC Guarantor to the Plaintiff pursuant to the terms and conditions of the PJC Guaranty. 45. The Plaintiff, in accordance with the terms and conditions of the PJC Guaranty, demanded payment of the obligations owed by the PJC Guarantor to the Plaintiff under the PJC Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the 12 PJC Guarantor has failed to pay the indebtedness owed to Plaintiff under the PJC Guaranty and, therefore, is currently in default thereunder. 46. There has been no assignment or transfer of the PJC Guaranty. 47. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the PJC Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 48. Judgment has not been entered on the PJC Guaranty in any jurisdiction. 49. The itemization of the amount due under the PJC Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER PJC GUARANTY as of 1/16/09: $ 4,364,134.50 50. The PJC Guaranty with confession of j udgment and warrant of attorney was executed by the PJC Guarantor on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "F" and is incorporated herein by reference. 51. Under the confession of judgment set forth in the PJC Guaranty, the PJC Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the PJC Guarantor and to confess judgment against the PJC Guarantor in favor of the Plaintiff for and in the full amount outstanding under the PJC Guaranty (including principal, accrued interest and any and 13 all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the PJC Guaranty, respectfully requests that judgment be entered against the Defendant, Paul Joseph Cremo, and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and PJC Guaranty into Court to recover the said sum. COUNT VI 52. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 53. Defendants, Lawrence Jude Cremo and Mirka Cremo (the "L&M Guarantors"), jointly and severally, are presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "L&M Guaranty") executed by the L&M Guarantors in favor of the Plaintiff, pursuant to which the L&M Guarantors absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the L&M Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the L&M Guarantors, is attached hereto as Exhibit "G" and incorporated herein by reference. 54. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the L&M Guarantors to the Plaintiff pursuant to the terms and conditions of the L&M Guaranty. 14 55. The Plaintiff, in accordance with the terms and conditions of the L&M Guaranty, demanded payment of the obligations owed by the L&M Guarantors to the Plaintiff under the L&M Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the L&M Guarantors have failed to pay the indebtedness owed to Plaintiff under the L&M Guaranty and, therefore, are currently in default thereunder. 56. There has been no assignment or transfer of the L&M Guaranty. 57. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the L&M Guarantors set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 58. Judgment has not been entered on the L&M Guaranty in any jurisdiction. 59. The itemization of the amount due under the L&M Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1.752.13 TOTAL DUE UNDER L&M GUARANTY as of 1/16/09: $ 4,364,134.50 60. The L&M Guaranty with confession of judgment and warrant of attorney was executed by the L&M Guarantors on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "G" and is incorporated herein by reference. 15 61. Under the confession of judgment set forth in the L&M Guaranty, the L&M Guarantors authorized and empowered any attorney of any court of record to appear on behalf of the L&M Guarantors and to confess judgment against the L&M Guarantors in favor of the Plaintiff for and in the full amount outstanding under the L&M Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the L&M Guaranty, respectfully requests that judgment be entered against the Defendants, Lawrence Jude Cremo and Mirka Cremo, jointly and severally, and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and L&M Guaranty into Court to recover the said sum. COUNT VII 62. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 63. Defendants, James Andrew Cremo and Nadine P. Cremo ("J&N Guarantors"), are presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "J&N Guaranty") executed by the J&N Guarantors in favor of the Plaintiff, pursuant to which the J&N Guarantors absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the J&N Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the 16 signature of the J&N Guarantors, is attached hereto as Exhibit "H" and incorporated herein by reference. 64. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the J&N Guarantors to the Plaintiff pursuant to the terms and conditions of the J&N Guaranty. 65. The Plaintiff, in accordance with the terms and conditions of the J&N Guaranty, demanded payment of the obligations owed by the J&N Guarantors to the Plaintiff under the J&N Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the J&N Guarantors has failed to pay the indebtedness owed to Plaintiff under the J&N Guaranty and, therefore, is currently in default thereunder. 66. There has been no assignment or transfer of the J&N Guaranty. 67. Pursuant to Rule 2951 of the PennUlvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the J&N Guarantors set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 68. Judgment has not been entered on the J&N Guaranty in any jurisdiction. 69. The itemization of the amount due under the J&N Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 17 TOTAL DUE UNDER J&N GUARANTY as of 1/16/09: $ 4,364,134.50 70. The J&N Guaranty with confession of judgment and warrant of attorney was executed by the J&N Guarantors on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "H" and is incorporated herein by reference. 71. Under the confession of judgment set forth in the J&N Guaranty, the J&N Guarantors authorized and empowered any attorney of any court of record to appear on behalf of the J&N Guarantors and to confess judgment against the J&N Guarantors in favor of the Plaintiff for and in the full amount outstanding under the J&N Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the J&N Guaranty, respectfully requests that judgment be entered against the Defendant, James Andrew Cremo and Nadine P. Cremo, jointly and severally, and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and J&N Guaranty into Court to recover the said sum. COUNT VIII 72. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 73. Defendants, John Metro Cremo and Carole Cremo ("JMC&C Guarantors"), are presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "JMC&C Guaranty") executed by the JMC&C Guarantors in favor of the Plaintiff, pursuant to 18 which the JMC&C Guarantors absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the JMC&C Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the JMC&C Guarantors, is attached hereto as Exhibit "I" and incorporated herein by reference. 74. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the JMC&C Guarantors to the Plaintiff pursuant to the terms and conditions of the JMC&C Guaranty. 75. The Plaintiff, in accordance with the terms and conditions of the JMC&C Guaranty, demanded payment of the obligations owed by the JMC&C Guarantors to the Plaintiff under the JMC&C Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the JMC&C Guarantors has failed to pay the indebtedness owed to Plaintiff under the JMC&C Guaranty and, therefore, is currently in default thereunder. 76. There has been no assignment or transfer of the JMC&C Guaranty. 77. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the JMC&C Guarantors set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 78. Judgment has not been entered on the JMC&C Guaranty in any jurisdiction. 79. The itemization of the amount due under the JMC&C Guaranty is as follows: 19 NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER JMC&C GUARANTY as of 1/16/09: $ 4,364,134.50 80. The JMC&C Guaranty with confession of judgment and warrant of attorney was executed by the JMC&C Guarantors on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "I" and is incorporated herein by reference. 81. Under the confession of judgment set forth in the JMC&C Guaranty, the JMC&C Guarantors authorized and empowered any attorney of any court of record to appear on behalf of the JMC&C Guarantors and to confess judgment against the JMC&C Guarantors in favor of the Plaintiff for and in the full amount outstanding under the JMC&C Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the JMC&C Guaranty, respectfully requests that judgment be entered against the Defendants, John Metro Cremo and Carole Cremo, jointly and severally, and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and JMC&C Guaranty into Court to recover the said sum. 20 COUNT IX 82. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 83. Defendant, Eric Emil Cremo ("EEC Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "EEC Guaranty") executed by the EEC Guarantor in favor of the Plaintiff, pursuant to which the EEC Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the EEC Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the EEC Guarantor, is attached hereto as Exhibit "Y' and incorporated herein by reference. 84. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the EEC Guarantor to the Plaintiff pursuant to the terms and conditions of the EEC Guaranty. 85. The Plaintiff, in accordance with the terms and conditions of the EEC Guaranty, demanded payment of the obligations owed by the EEC Guarantor to the Plaintiff under the EEC Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the EEC Guarantor has failed to pay the indebtedness owed to Plaintiff under the EEC Guaranty and, therefore, is currently in default thereunder. 86. There has been no assignment or transfer of the EEC Guaranty. 21 87. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the EEC Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 88. Judgment has not been entered on the EEC Guaranty in any jurisdiction. 89. The itemization of the amount due under the EEC Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER EEC GUARANTY as of 1/16/09: $ 4,364,134.50 90. The EEC Guaranty with confession of judgment and warrant of attorney was executed by the EEC Guarantor on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "J" and is incorporated herein by reference. 91. Under the confession of judgment set forth in the EEC Guaranty, the EEC Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the EEC Guarantor and to confess judgment against the EEC Guarantor in favor of the Plaintiff for and in the full amount outstanding under the EEC Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the EEC Guaranty, respectfully requests that judgment be entered against 22 the Defendant, Eric Emil Cremo, and in favor of the Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and EEC Guaranty into Court to recover the said sum. COUNT X 92. Plaintiff incorporates herein by reference paragraphs 1 through 11 of this Complaint as if fully set forth herein. 93. Defendant, Silver Springs Market Square, LLC ("Silver Springs Market Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated February 10, 2006 (the "Silver Springs Market Guaranty") executed by the Silver Springs Market Guarantor in favor of the Plaintiff, pursuant to which the Silver Springs Market Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 1. A true and accurate copy of the Silver Springs Market Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the Silver Springs Market Guarantor, is attached hereto as Exhibit "K" and incorporated herein by reference. 94. As stated above, all indebtedness owed to the Plaintiff under Note 1 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the Silver Springs Market Guarantor to the Plaintiff pursuant to the terms and conditions of the Silver Springs Market Guaranty. 95. The Plaintiff, in accordance with the terms and conditions of the Silver Springs Market Guaranty, demanded payment of the obligations owed by the Silver Springs Market Guarantor to the Plaintiff under the Silver Springs Market Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is 23 incorporated herein by reference. Despite such demands, the Silver Springs Market Guarantor has failed to pay the indebtedness owed to Plaintiff under the Silver Springs Market Guaranty and, therefore, is currently in default thereunder. 96. There has been no assignment or transfer of the Silver Springs Market Guaranty. 97. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the Silver Springs Market Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 98. Judgment has not been entered on the Silver Springs Market Guaranty in any jurisdiction. 99. The itemization of the amount due under the Silver Springs Market Guaranty is as follows: NOTE 1 Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER SILVER SPRINGS MARKET GUARANTY as of 1/16/09: $ 4,364,134.50 100. The Silver Springs Market Guaranty with confession of judgment and warrant of attorney was executed by the Silver Springs Market Guarantor on February 10, 2006, a true and accurate copy of which is attached hereto as Exhibit "K" and is incorporated herein by reference. 24 101. Under the confession of judgment set forth in the Silver Springs Market Guaranty, the Silver Springs Market Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the Silver Springs Market Guarantor and to confess judgment against the Silver Springs Market Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Silver Springs Market Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Silver Springs Market Guaranty, respectfully requests that judgment be entered against the Defendant, Silver Springs Market Square, LLC, and in favor ofthe Plaintiff in the total in the total sum of $4,364,134.50, plus interest after January 16, 2009 at the rate of $792.59 per day and brings the attached First Note and Silver Springs Market Guaranty into Court to recover the said sum. COUNT XI 102. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 103. Defendant, Metro Cremo & Sons, Inc. ("Metro Guarantor"), is presently indebted to the Plaintiff in connection with a second Continuing Guaranty dated October 12, 2006 (the "Second Metro Guaranty") executed by the Metro Guarantor in favor of the Plaintiff, pursuant to which the Metro Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second Metro Guaranty, which evidences the obligations on which the judgment is herein confessed and which 25 shows the signature of the Metro Guarantor, is attached hereto as Exhibit "L" and incorporated herein by reference. 104. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the Metro Guarantor to the Plaintiff pursuant to the terms and conditions of the Second Metro Guaranty. 105. The Plaintiff, in accordance with the terms and conditions of the Second Metro Guaranty, demanded payment of the obligations owed by the Metro Guarantors to the Plaintiff under the Second Metro Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the Metro Guarantor has failed to pay the indebtedness owed to Plaintiff under the Second Metro Guaranty and, therefore, is currently in default thereunder. 106. There has been no assignment or transfer of the Second Metro Guaranty. 107. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the Metro Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 108. Judgment has not been entered on the Second Metro Guaranty in any jurisdiction. 109. The itemization of the amount due under the Second Metro Guaranty is as follows: NOTE 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 26 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND METRO GUARANTY as of 1/16/09: $ 657,449.40 110. The Second Metro Guaranty with confession of judgment and warrant of attorney was executed by the Metro Guarantor on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "L" and is incorporated herein by reference. 111. Under the confession of judgment set forth in the Second Metro Guaranty, the Metro Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the Metro Guarantor and to confess judgment against the Metro Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Second Metro Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second Metro Guaranty, respectfully requests that judgment be entered against the Defendant, Metro Cremo & Sons, Inc., and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second Metro Guaranty into Court to recover the said sum. COUNT XII 112. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 113. Defendant, Stephen Paul Cremo ("SPC Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second SPC Guaranty") executed by the SPC Guarantor in favor of the Plaintiff, pursuant to which the SPC 27 Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second SPC Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the SPC Guarantor, is attached hereto as Exhibit "M" and incorporated herein by reference. 114. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the SPC Guarantor to the Plaintiff pursuant to the terms and conditions of the Second SPC Guaranty. 115. The Plaintiff, in accordance with the terms and conditions of the Second SPC Guaranty, demanded payment of the obligations owed by the SPC Guarantor to the Plaintiff under the Second SPC Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit B" and is incorporated herein by reference. Despite such demands, the SPC Guarantor has failed to pay the indebtedness owed to Plaintiff under the Second SPC Guaranty and, therefore, is currently in default thereunder. 116. There has been no assignment or transfer of the Second SPC Guaranty. 117. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the SPC Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 118. Judgment has not been entered on the Second SPC Guaranty in any jurisdiction. 119. The itemization of the amount due under the Second SPC Guaranty is as follows: NOTE 2 28 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND SPC GUARANTY as of 1/16/09: $ 657,449.40 120. The Second SPC Guaranty with confession of judgment and warrant of attorney was executed by the SPC Guarantor on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "M" and is incorporated herein by reference. 121. Under the confession of judgment set forth in the Second SPC Guaranty, the SPC Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the SPC Guarantor and to confess judgment against the SPC Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Second SPC Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second SPC Guaranty, respectfully requests that judgment be entered against the Defendant, Stephen Paul Cremo, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second SPC Guaranty into Court to recover the said sum. COUNT XIII 29 122. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 123. Defendant, Paul Joseph Cremo ("PJC Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second PJC Guaranty") executed by the PJC Guarantor in favor of the Plaintiff, pursuant to which the PJC Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second PJC Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the PJC Guarantor, is attached hereto as Exhibit "N" and incorporated herein by reference. 124. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the PJC Guarantor to the Plaintiff pursuant to the terms and conditions of the Second PJC Guaranty. 125. The Plaintiff, in accordance with the terms and conditions of the Second PJC Guaranty, demanded payment of the obligations owed by the PJC Guarantor to the Plaintiff under the Second PJC Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the PJC Guarantor has failed to pay the indebtedness owed to Plaintiff under the Second PJC Guaranty and, therefore, is currently in default thereunder. 126. There has been no assignment or transfer of the Second PJC Guaranty. 30 127. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the PJC Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 128. Judgment has not been entered on the Second PJC Guaranty in any jurisdiction. 129. The itemization of the amount due under the Second PJC Guaranty is as follows: NOTE 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND PJC GUARANTY as of 1/16/09: $ 657,449.40 130. The Second PJC Guaranty with confession of judgment and warrant of attorney was executed by the PJC Guarantor on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "N" and is incorporated herein by reference. 131. Under the confession of judgment set forth in the Second PJC Guaranty, the PJC Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the PJC Guarantor and to confess judgment against the PJC Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Second PJC Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. 31 WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second PJC Guaranty, respectfully requests that judgment be entered against the Defendant, Paul Joseph Cremo, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second PJC Guaranty into Court to recover the said sum. COUNT XIV 132. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 133. Defendants, Lawrence Jude Cremo and Mirka Cremo (the "L&M Guarantors"), jointly and severally, are presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second L&M Guaranty") executed by the L&M Guarantors in favor of the Plaintiff, pursuant to which the L&M Guarantors absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second L&M Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the L&M Guarantors, is attached hereto as Exhibit "O" and incorporated herein by reference. 134. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the L&M Guarantors to the Plaintiff pursuant to the terms and conditions of the Second L&M Guaranty. 135. The Plaintiff, in accordance with the terms and conditions of the Second L&M Guaranty, demanded payment of the obligations owed by the L&M Guarantors to the Plaintiff under 32 the Second L&M Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the L&M Guarantors have failed to pay the indebtedness owed to Plaintiff under the Second L&M Guaranty and, therefore, are currently in default thereunder. 136. There has been no assignment or transfer of the Second L&M Guaranty. 137. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the L&M Guarantors set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 138. Judgment has not been entered on the Second L&M Guaranty in any jurisdiction. 139. The itemization of the amount due under the Second L&M Guaranty is as follows: NOTE 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND L&M GUARANTY as of 1/16/09: $ 657,449.40 140. The Second L&M Guaranty with confession of judgment and warrant of attorney was executed by the L&M Guarantors on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "O" and is incorporated herein by reference. 141. Under the confession of judgment set forth in the Second L&M Guaranty, the L&M Guarantors authorized and empowered any attorney of any court of record to appear on behalf of the 33 L&M Guarantors and to confess judgment against the L&M Guarantors in favor of the Plaintiff for and in the full amount outstanding under the Second L&M Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second L&M Guaranty, respectfully requests that judgment be entered against the Defendants, Lawrence Jude Cremo and Mirka Cremo, jointly and severally, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $11.42 per day and brings the attached Second Note and Second L&M Guaranty into Court to recover the said sum. COUNT XV 142. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 143. Defendants, James Andrew Cremo and Nadine P. Cremo ("J&N Guarantors"), are presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second J&N Guaranty") executed by the J&N Guarantors in favor of the Plaintiff, pursuant to which the J&N Guarantors absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second J&N Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the J&N Guarantors, is attached hereto as Exhibit "P" and incorporated herein by reference. 34 144. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the J&N Guarantors to the Plaintiff pursuant to the terms and conditions of the Second J&N Guaranty. 145. The Plaintiff, in accordance with the terms and conditions of the Second J&N Guaranty, demanded payment of the obligations owed by the J&N Guarantors to the Plaintiff under the Second J&N Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the J&N Guarantors has failed to pay the indebtedness owed to Plaintiff under the Second J&N Guaranty and, therefore, is currently in default thereunder. 146. There has been no assignment or transfer of the Second J&N Guaranty. 147. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the J&N Guarantors set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 148. Judgment has not been entered on the Second J&N Guaranty in any jurisdiction. 149. The itemization of the amount due under the Second J&N Guaranty is as follows: NOTE 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND J&N GUARANTY 35 as of 1/ 16/09: $ 657,449.40 150. The Second J&N Guaranty with confession of judgment and warrant of attorney was executed by the J&N Guarantors on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "P" and is incorporated herein by reference. 151. Under the confession of judgment set forth in the Second J&N Guaranty, the J&N Guarantors authorized and empowered any attorney of any court of record to appear on behalf of the J&N Guarantors and to confess judgment against the J&N Guarantors in favor of the Plaintiff for and in the full amount outstanding under the Second J&N Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second J&N Guaranty, respectfully requests that judgment be entered against the Defendants, James Andrew Cremo and Nadine P. Cremo, jointly and severally, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second J&N Guaranty into Court to recover the said sum. COUNT XVI 152. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 153. Defendants, John Metro Cremo and Carole Cremo ("JMC&C Guarantors"), are presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second JMC&C Guaranty") executed by the JMC&C Guarantors in favor of the Plaintiff, 36 pursuant to which the JMC&C Guarantors absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second JMC&C Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the JMC&C Guarantors, is attached hereto as Exhibit "Q" and incorporated herein by reference. 154. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the JMC&C Guarantors to the Plaintiff pursuant to the terms and conditions of the Second JMC&C Guaranty. 155. The Plaintiff, in accordance with the terms and conditions of the Second JMC&C Guaranty, demanded payment of the obligations owed by the JMC&C Guarantors to the Plaintiff under the Second JMC&C Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the JMC&C Guarantors has failed to pay the indebtedness owed to Plaintiff under the Second JMC&C Guaranty and, therefore, is currently in default thereunder. 156. There has been no assignment or transfer of the Second JMC&C Guaranty. 157. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the JMC&C Guarantors set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 158. Judgment has not been entered on the Second JMC&C Guaranty in any jurisdiction. 159. The itemization of the amount due under the Second JMC&C Guaranty is as follows: NOTE 2 37 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND JMC&C GUARANTY as of 1/16/09: $ 657,449.40 160. The Second JMC&C Guaranty with confession of judgment and warrant of attorney was executed by the JMC&C Guarantors on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "Q" and is incorporated herein by reference. 161. Under the confession of judgment set forth in the Second JMC&C Guaranty, the JMC&C Guarantors authorized and empowered any attorney of any court of record to appear on behalf of the JMC&C Guarantors and to confess judgment against the JMC&C Guarantors in favor of the Plaintiff for and in the full amount outstanding under the Second JMC&C Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second JMC&C Guaranty, respectfully requests that judgment be entered against the Defendants, John Metro Cremo and Carole Cremo, jointly and severally, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second JMC&C Guaranty into Court to recover the said sum. 38 COUNT XVII 162. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 163. Defendant, Eric Emil Cremo ("EEC Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second EEC Guaranty") executed by the EEC Guarantor in favor of the Plaintiff, pursuant to which the EEC Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second EEC Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the EEC Guarantor, is attached hereto as Exhibit "R" and incorporated herein by reference. 164. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the EEC Guarantor to the Plaintiff pursuant to the terms and conditions of the Second EEC Guaranty. 165. The Plaintiff, in accordance with the terms and conditions of the Second EEC Guaranty, demanded payment of the obligations owed by the EEC Guarantor to the Plaintiff under the Second EEC Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the EEC Guarantor has failed to pay the indebtedness owed to Plaintiff under the Second EEC Guaranty and, therefore, is currently in default thereunder. 166. There has been no assignment or transfer of the Second EEC Guaranty. 39 167. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the EEC Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 168. Judgment has not been entered on the Second EEC Guaranty in any jurisdiction. 169. The itemization of the amount due under the Second EEC Guaranty is as follows: NOTE 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND EEC GUARANTY as of 1/16/09: $ 657,449.40 170. The Second EEC Guaranty with confession of judgment and warrant of attorney was executed by the EEC Guarantor on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "R" and is incorporated herein by reference. 171. Under the confession of judgment set forth in the Second EEC Guaranty, the EEC Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the EEC Guarantor and to confess judgment against the EEC Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Second EEC Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. 40 WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second EEC Guaranty, respectfully requests that judgment be entered against the Defendant, Eric Emil Cremo, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second EEC Guaranty into Court to recover the said sum. COUNT XVIII 172. Plaintiff incorporates herein by reference paragraphs 1 through 21 of this Complaint as if fully set forth herein. 173. Defendant, Silver Springs Market Square, LLC ("Silver Springs Market Guarantor"), is presently indebted to the Plaintiff in connection with a Continuing Guaranty dated October 12, 2006 (the "Second Silver Springs Market Guaranty") executed by the Silver Springs Market Guarantor in favor of the Plaintiff, pursuant to which the Silver Springs Market Guarantor absolutely and unconditionally guaranteed repayment of all obligations due and owing by the Borrower to Plaintiff under Note 2. A true and accurate copy of the Second Silver Springs Market Guaranty, which evidences the obligations on which the judgment is herein confessed and which shows the signature of the Silver Springs Market Guarantor, is attached hereto as Exhibit "S" and incorporated herein by reference. 174. As stated above, all indebtedness owed to the Plaintiff under Note 2 is immediately due and payable by the Borrower to the Plaintiff. In addition, those sums are also due and owing from the Silver Springs Market Guarantor to the Plaintiff pursuant to the terms and conditions of the Second Silver Springs Market Guaranty. 41 175. The Plaintiff, in accordance with the terms and conditions of the Second Silver Springs Market Guaranty, demanded payment of the obligations owed by the Silver Springs Market Guarantor to the Plaintiff under the Second Silver Springs Market Guaranty. A true and accurate copy of the demand letter which Plaintiff sent to the Defendants is attached hereto as Exhibit "B" and is incorporated herein by reference. Despite such demands, the Silver Springs Market Guarantor has failed to pay the indebtedness owed to Plaintiff under the Second Silver Springs Market Guaranty and, therefore, is currently in default thereunder. 176. There has been no assignment or transfer of the Second Silver Springs Market Guaranty. 177. Pursuant to Rule 2951 of the Pennsylvania Rules of Civil Procedure, the judgment entered in connection with the Complaint against the Silver Springs Market Guarantor set forth herein has not been entered against a natural person in connection with a consumer credit transaction. 178. Judgment has not been entered on the Second Silver Springs Market Guaranty in any jurisdiction. 179. The itemization of the amount due under the Second Silver Springs Market Guaranty is as follows: NOTE 2 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER THE SECOND SILVER SPRINGS 42 MARKET GUARANTY as of 1/16/09: $ 657,449.40 180. The Second Silver Springs Market Guaranty with confession of judgment and warrant of attorney was executed by the Silver Springs Market Guarantor on October 12, 2006, a true and accurate copy of which is attached hereto as Exhibit "S" and is incorporated herein by reference. 181. Under the confession of judgment set forth in the Second Silver Springs Market Guaranty, the Silver Springs Market Guarantor authorized and empowered any attorney of any court of record to appear on behalf of the Silver Springs Market Guarantor and to confess judgment against the Silver Springs Market Guarantor in favor of the Plaintiff for and in the full amount outstanding under the Second Silver Springs Market Guaranty (including principal, accrued interest and any and all charges, fees and expenses) plus court costs and attorney's fees equal to ten percent (10%) of the unpaid balance of principal and interest outstanding thereunder. WHEREFORE, the Plaintiff, as authorized by the warrant of attorney and confession of judgment clause entered in the Second Silver Springs Market Guaranty, respectfully requests that judgment be entered against the Defendant, Silver Springs Market Square, LLC, and in favor of the Plaintiff in the total in the total sum of $657,449.40, plus interest after January 16, 2009 at the rate of $111.42 per day and brings the attached Second Note and Second Silver Springs Market Guaranty into Court to recover the said sum. 43 Date: January 2 01-11 , 2009 Michael D. Nord Pennsylvania Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 410-385-5072 Counsel for Plaintiff, Manufacturers and Traders Trust Company 44 AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) TO WIT: CITY/COUNTY OF Personally, before me, the undersigned authority, appeared Keith P. Mangan, who, being duly sworn according to law, was deposed and said that the attached Notes and Guaranties (as those terms are defined above in this Complaint) with the warrants of attorney are true and correct copies of the originals with warrants of attorney and that the averments contained in the foregoing Complaint for Confession of Judgment for Money are true and correct upon the affiant=s personal knowledge, and certifies that the addresses set forth in paragraphs 1 and 2 hereof are the respective principal address of the Plaintiff and the last known addresses of the Defendants. Sworn and subscribed before me thi day of January, 2009. - ?Ml Al A IM Ica N Publ c My Commission expires: COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Michelone, Notary Public City Of Altoona, Blair County My Commission Expires Dec. 16, 2010 Member, Pennsylvania Association of Notaries 45 VERIFICATION Understanding that false statements made in this verification are subject to the penalties of 18 Pa C.S.A. 1 4904 relating to unworn falsification of authorities, I verify that I am a Vice President of Manufacturers and Traders Trust Company, the Plaintiff in the above-captioned matter, and that I am authorized to make this verification on the Plaintiff=s behalf. TIOE??GAN 46 A 'GS M&T Ba?rik Manufacturers and Traders Trust Company MORTGAGE NOTE FEBRUARY 10, 2006 $3.955,000.00 BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership, with its chief executive address at 463 Church Street, Minersville, PA 17954. LENDER: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203. Attn: Commercial Lending Services. Definitions. Each capitalized term shall have the meaning specified herein and the following terms shall have the indicated meanings: a. "Amortization Commencement Date" shall be the earlier of (1) February I, 2007, or (2) the first day of the month following the date the final advance is made pursuant to the Loan Agreement. b. "Construction Loan Period" shall mean the period from the date of this Note to, but not including the Amortization Commencement Date, during which the Lender is advancing sums to Borr ower pursuant to the Loan Agreement. C. "Escrow" shall mean the escrow required under the Mortgage or the Loan Agreement for the payment of taxes and/or other charges. d. "Loan Agreement" shall mean the Construction Loan Agreement between Borrower and the Lender dated on or about the date hereof in connection with the construction and mortgage financing of real property described in a Mortgage, as the same may be amended, modified or replaced from time to time. e. "Maturity Date" shall be the first day of the One Twentieth (1201) month following the date hereof f. "Mortgage" shall mean the mortgage dated on or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time. g. "Period of Amortization" is twenty-five (25) years. This is the approximate number of years, starting on or about the Amortization Commencement Date, needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the Amortization Commencement Date to the Maturity Date). h. "Permanent Loan Period" shall mean the period from and including the Amortization Commencement Date to the Maturity Date, during which Borrower will repay the outstanding Principal Sum, with interest, as set forth below. i. "Principal Sum" shall mean Three Million Nine Hundred Fifty-Five Thousand Dollars ($3,955,000.00). Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum or so much thereof as may be advanced, plus interest on the unpaid portion of the Principal Sum, all amounts required for Escrow, and all Expenses (defined below). Interest During Construction Loan Period. During the Construction Loan Period, the outstanding Principal Sum advanced to Borrower under this Note shall accrue interest at a per annum rate equal to: ? % ® 0 percentage points above the rate in effect as the rate announced by the Lender as its prime rate of interest (the "Prime Rate") on the first day of the calendar month containing such day. ? percentage points above LIBOR for a ? one-month interest period, ? two-month interest period, ? three-month interest period or ? six-month interest period ("LIBOR Rate"). If no interest period is specified, a one-month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by reference. ? See Rider C attached hereto and made apart of this Note by reference. Borrower shall pay such interest to the Lender of the first day of March, 2006, and on the first day of each subsequent month thereafter to and including the Amortization Commencement Date. If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of the first advance is made to Borrower. Interest during the Construction Loan Period will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31). 1 a> Manufacturers and Traders Trust Company. 2006 C*,A .019 PA (3105) 97329203 Interest During Permanent Loan Period. During the first eighty-four (84) months of the Permanent Loan Period, the outstanding Principal Sum shall accrue interest at a per annum rate equal to: ? % ? percentage points above the rate in effect as Prime Rate on the first day of the calendar month containing such day. © 225 basis points above the yield on United States Treasury Obligations adjusted to a constant maturity of seven (7) years in effect two (2) business days prior to the Amortization Commencement Date as published by the Board of Governors of the Federal Reserve System in the Federal Reserve Statistical Release H.15(519), or by such other quoting service, index or -commonly available source utilized by the Lender, plds the "ask" side of the seven (7) year swap spread in effect two (2) business prior to Amortization Commencement Date as set forth in Bloomberg, L.P. or by such other quoting service, index or commonly available source utilized by the Lender. ? percentage points above LIBOR for a ? one-month interest period, ? two-month interest period, ? three-month interest period or ? six month interest period ("LIBOR Rate"). If no interest period is specified, a one-month interest period shall be used. The definition of LIBOR, the adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by reference. 0 See Rider C attached hereto and made a part of this Note by reference for a description of the interest rate after the expiration of the first eighty-four (84) months of the Permanent Loan Period, as well as a description of the Prepayment Penalty. If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the Amortization Commencement Date. Interest during the Permanent Loan Period will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31). Maximum LegEil Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower. Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to 3 percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing this Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise). Repayment of Principal and interest during Permanent Loan Period. During the Permanent Loan Period, Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows: (a) Consecutive level monthly Installments consisting of both principal and interest shall become due and payable commencing on the first day of each month commencing with the first month following the Amortization Commencement Date and continuing on the first day of each month thereafter through and including the first day of the month immediately preceding the Maturity Date, with each installment being in the amount that would result in the Principal Sum outstanding under this Note on the Amortization Commencement Date, plus interest at the rate elected above for the Permanent Loan Period, being fully paid if amortized over the Period of Amortization. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and (b) One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the period of time from the Amortization Commencement Date to the Maturity Date is less than the Period of Amortization, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive. Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note, the Mortgage or the Loan Agreement including any Escrow payment owing pursuant to the Mortgage or the Loan Agreement within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount. Application of Payments. Payment made under this Note may be applied in any order in the sole discretion of the Lender, but prior to an Event of Default or maturity, each payment shall be shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses. Prepayment. During the term of this Note, except to the extent otherwise provided herein, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium, if any, set forth on Rider C attached to and made a part of this Note by this reference. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note, the Mortgage or the Loan Agreement and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the Maturity Date of this Note CM-029-PA (3/05) L 'jv, Manufacturers and Traders Trust Company, 2005 973292'03 is accelerated following an Event of Default by Borrower, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider C. No .prepayment premium shall apply if the Principal Sum of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit). Business Purpose. This Note is being given by Borrower to the Lender in connection with the construction and mortgage financing of real property described in Mortgage and Borrower warrants that the indebtedness evidenced by this Note is for a business purpose. Events of Default; Acceleration. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement and is secured by and entitled to the benefits of the Mortgage, both of which are incorporated by reference. An Event of Default under either the Mortgage or the Loan Agreement is an Event of Default under this Note. All amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary; (b) at the sole option of the Lender, upon or at any time or from time to time after the occurrence or existence of any Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue and be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full. Right of Setoff. If an Event of Default occurs, the Lender shall have, in addition to its other rights, the right to set off against the amounts owing under this Note any deposit account or other property held by the Lender or its affiliates in any capacity for Borrower, Mortgagor or any guarantor, excluding any IRA or other retirement plan accounts, any payroll accounts, any trust accounts, and any accounts where the Borrower is holding funds as the agent for a third party. Such right of setoff shall be deemed to have been exercised immediately at the time of such election. Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, for litigation or for any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this,Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses"). Joint and Several. if Borrower is more than one legal person, each such person is jointly and severally liable for all obligations and amounts which become due under this Note and the term "Borrower" shall include each as well as all of them. Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, the Loan Agreement, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy of the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall in to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender. Governing Law and Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. CM-029-PA (3/05) J c Manufacturers and Traders Trust Company, 2005 97329203 Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OFT HIS SECTION. Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. Preauthorized transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # 9837888826 swith the Lender automatically for the full amount of each payment which becomes due under this Note. Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. SHOPPES AT SILVER SPRING A Pennsylvania Limited Partnership By: SILVER SPRINGS MARKET SQUARE, LLC Its Sole General Partner By: Name: ERIC E. CREMO Title: Manager Tax ID # 20-4067224 CM-029-PA (3105) `+ Ca Manufacturers and Traders Trutt Company, X005 97329203 COMMONWEALTH OF PENNSYLVANIA COUNTY OF BERKS ACKNOWLEDGMENT ss On this, the l Orh day of February, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himself)(herself) to be the Manager of Silver Springs Market Place, LLC, a limited liability company, itself the general partner of Shoppes at Silver Spring, a Pennsylvania limited partnership, and that (he)(she), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Shoppes at Silver Spring, a Pennsylvania limited partnership, by signing the name of its general partner, the said Silver Springs Market Place, LLC, a Pennsylvania limited liability company, as such Manager. IN WITNESS WHEREOF, I hereunto set my hand and Notarial seal. My Commission Expires: '//? /NOTARY PUBLIC [NOTARIAL SEAL] COMMONWEALTH OF PEIMSYLVAW NOTARIAL SEAL SUSAN A. HAAS, Notary PGWic Spring Twp., Berks CotWy, My Commission Expires July 12, 2008 FOR INTERNAL USE ONLY-- -- ?-"------?-'"__ Authorization: CM-029-PA !"S/05r ? ,c MUturacturcn and Trader Twist Company, 2005 t MST AAXI Manufacturers and Traders Trust Company RIDER C TO MORTGAGE NOTE Rider C to Mortgage Note dated February 10, 2006 in the Original Principal Amount of $3,955,000.00 and Executed by SHOPPES AT SILVER SPRING Interest Rate and Payment Schedule after Expiration of the Eighty-Fourth Month of the Permanent Loan Period After the expiration of the eighty-fourth (841") month of the Permanent Loan Period, this Note shall bear interest at (i) the Lender's Prime Rate (as such term is defined in the Note), or (ii) a fixed rate of interest, if any, to be offered by the Lender to the Borrower. If this Note bears interest at the Lender's Prime Rate, then the monthly payments shall consist of (i) monthly payments of principal to be determined by dividing the unpaid principal balance of this Note by the number of months left in the original Period of Amortization plus (ii) accrued but unpaid interest on the unpaid principal balance of this Note at the Lender's Prime Rate. If this Note bears a fixed rate of interest, then the Lender will prepare an amortization schedule that will provide for level monthly payments of principal and interest, to be calculated using the following factors: (i) the unpaid principal balance of this Note, (ii) the fixed rate of interest offered by the Lender, and (iii) the period of 216 months (i.e., the number of months left in the original Period of Amortization). If this Note bears a fixed rate of interest with level monthly payments of principal and interest, then the interest shall be calculated on the basis of a 360-day year consisting of twelve (12) 30-day months. Prepayment Premium. During the Construction Loan Period, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, In whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, the Borrower shall pay to the Lender a premium equal to one percent (I%) of the Principal Sum prepaid. During the Permanent Loan Period, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that if this Note shall bear a fixed rate of interest during the Permanent Loan Period, then, together with such prepayment, the Borrower shall pay to the Lender, as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the Principal Sum prepaid, or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate. If the applicable interest rate during the Permanent Loan Period is variable, there shall be no prepayment premium or penalty. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity. In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider. • "Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve System in the Federal Reserve Statistical Release H.15 (519), or by such other quoting service, index of commonly available source utilized by Manufacturers and Traders Trust Company. CM-018 (11/14) r Manufacturers and Travers Twat Company, 2004 • "Present Value" calculation shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note. IN WITNESS WHEREOF, and intending to be legally bound hereby, the Borrower has executed this Rider C to Mortgage Note as of the day and year first above written. Tax ID # 20-4067224 SHOPPES AT SILVER SPRINGA Pennsylvania Limited Partnership By: SILVER SPRINGS MARKET SQUARE, LLC Its Sole G era) Partner By: ag&2" Name: ERIC E. CREMO Title: MANAGER ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ss COUNTY OFBERKS On this, the 10th day of February, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himseif)(herself) to be the Manager of Silver Springs Market Place, LLC, a limited liability company, itself the general partner of Shoppes at Silver Spring, a Pennsylvania limited partnership, and that (he)(she), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Shoppes at Silver Spring, a Pennsylvania limited partnership, by signing the name of its general partner, the said Silver Springs Market Place, LLC, a Pennsylvania limited liability company, as such Manager. IN WITNESS WHEREOF, I hereunto set my hand and Notarial seal. My Commission Expires: 32?? __ NOTARY PUBLIC [NOTARIAL SEAL] COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL 41S6N A. HAAS, Notary Pptllic Sp" Up., Becks COON M Carty90Expires J 12,8 Authorization: FOR INTERNAL USE ONLY CM 0 1 B (i 1104) T, Manufacturers and Traders Trait Company. 2004 3 LAW OFFICES GEBHARDT & SMITH LLP SUITE 2200 ONE SOUTH STREET BALTIMORE, MARYLAND 21202-3281 TELEPHONE: (410) 752-5830 FACSIMILE: 14101385-5119 WRITER'S DIRECT DIAL NUMBER: (410) 385-5072 WRITER'S E-MAIL ADDRESS: MNORDC&Qebsmith.com MICHAEL D. NORD Member of the Bars of MD, VA, PA and the District of Columbia November 10, 2008 VIA FEDERAL EXPRESS, CERTIFIED MAIL AND FIRST CLASS MAIL Shoppes at Silver Spring, LP 463 Church Street Minersville, Pennsylvania 17954 Attn: Eric E. Cremo WILMINGTON OFFICE: SUITE 451 901 MARKET STREET WILMINGTON, DELAWARE 19801 TELEPHONE: 1302) 656-9002 FACSIMILE: (3021429-5953 Re: $3,955,000.00 Commercial Loan ("Loan 1") to the Shoppes at Silver Spring, LP (the "Borrower") from Manufacturers and Traders Trust Company ("Lender") and $600,000.00 Commercial Loan ("Loan 2") to the Borrower from the Lender Our File No.:27099 Dear Mr. Cremo: Please be advised that I have been retained by the Lender to represent the Lender in connection with the above-referenced Loan 1 and Loan 2 (collectively the "Loans") and the various loan documents evidencing, securing, guarantying or otherwise documenting the same (collectively, the "Loan Documents"). My review of the Loan Documents for this matter indicates that the Loans are: (1) absolutely and unconditionally guaranteed by Steve Cremo, Paul Cremo, Lawrence J. Cremo, Mirka Cremo, James A. Cremo, Nadine Cremo, John M. Cremo, Carole J. Cremo, Eric E. Cremo, Metro Cremo and Sons, Inc. and Silver Springs Market Square, LLC; and (2) secured by, among other things, Mortgage liens granted by the Shoppes at Silver Spring, LP against certain real property located in Cumberland County, Pennsylvania as more particularly described in the Loan Documents ("Real Property") and the business assets of Metro Cremo and Sons, Inc. and Silver Springs Market Square, LLC (collectively the "Business Assets"). According to Lender's records, there are numerous defaults under the Loan Documents including without limitation, the failure of the Borrower to make the monthly payments when and as due, the failure of the Borrower to pay the real estate taxes when and as due and the entry I GEBHARDT & SMITH LLP Eric E. Cremo November 10, 2008 Page 2 of a Mechanics lien against the Real Property. As a result of the aforementioned defaults, the Lender, in accordance with the terms and conditions of the Loan Documents, has declared a default, accelerated and demands payment of all indebtedness owed there under. Furthermore, please be advised that as a result of the existing defaults, the Lender shall not make any further advances under the Loan Documents. As of November 10, 2008, the outstanding principal, interest and late charge balances due and owing to Lender under the Loan Documents is specifically set forth on Schedule 1 attached hereto and made a part hereof. In addition, since the Loan Documents have been referred to an attorney for collection, the Lender is also entitled to collect all costs, expenses and attorneys' fees which the Lender incurs during the course of collecting the indebtedness that is owed to Lender under the Loan Documents. Interest will continue to accrue on the unpaid principal balance that is owed to Lender under the Loan Documents at the interest rates set forth therein. However, the Lender reserves the right to institute the default rates of interest under the Loan Documents at anytime without further notice. Furthermore, pursuant to the terms and conditions of the Loan Documents, the Borrower is also liable for prepayment fees. By way of this letter, the Lender demands that the Borrower and the Guarantors (collectively the "Obligors") tender payment to the Lender of all indebtedness that is owed to the Lender under the Loan Documents, in immediately available funds on or before 3:00 p.m. on November 21, 2008. Said payment should be in the form of a certified check made payable to the Lender, Manufacturers and Traders Trust Company and should be tendered to the Lender, Manufacturers and Traders Trust Company, Attn: Keith P. Mangan, Vice President, Sr. Loan Workout Representative, M&T Bank - Special Assets 1330 1 lth Avenue, Altoona, PA 16601. If the Lender does not receive payment of all indebtedness that is owed to Lender under the Loan Documents, in immediately available funds, on or before 3:00 p.m. on November 21, 2008, the Lender, immediately thereafter, may proceed with enforcement of its various rights, remedies and recourse under the Loan Documents, applicable law and otherwise, including without limitation, foreclosing on the Real Property and the Business Assets and confessing judgment against the Obligors. Nothing contained in this letter, nor any action or inaction on the part of the Lender, shall constitute an election of remedies or an agreement to forbear on the part of the Lender, nor shall anything contained herein or any action or inaction on the part of the Lender constitute a waiver of the accelerated status of the Loans or the demanded status of the Loans, a waiver of any defaults existing under the Loan Documents or a waiver of any of the Lender's rights, remedies or recourse under the Loan Documents, applicable law or otherwise. Furthermore, the acceptance of payments by the Lender under or in connection with the Loans, whether before or after the date of this letter, shall not constitute an election of remedies or an agreement to forbear on the part of Lender, nor shall the Lender's acceptance of such payments constitute a waiver of GEBHARDT & SMITH LLP Eric E. Cremo November 10, 2008 Page 3 the accelerated or the demanded status of the Loans, a waiver of any defaults existing under the Loan Documents or a waiver of any of the Lender's rights, remedies or recourse under the Loan Documents, applicable law or otherwise. The Lender, by way of this letter, specifically reserves all of its rights, remedies and recourse under the Loan Documents, applicable law or otherwise. Very truly yours, Michael D. Nord MDN/ss cc: Keith P. Mangan, Vice President, Sr. Loan Workout Representative (via e-mail) Steve Cremo Paul Cremo Lawrence J. Cremo Mirka Cremo James A. Cremo Nadine Cremo John M. Cremo Carole J. Cremo Eric E. Cremo Metro Cremo and Sons, Inc. Silver Springs Market Square, LLC I GEBHARDT & SMITH LLP Eric E. Creme, November 10, 2008 Page 4 SCHEDULE 1 LOAN 1 Principal: $ 3,880,812.25 Interest: $ 55,689.66 Late Charge: $ 1,752.13 Total: $ 3,938,254.04 LOAN 2 Principal: $ 5935055.00 Interest: $ 4467.68 Total: $ 5979522.68 U.S. Postal Service r%- CERTIFIED , . . a Er' (Domestic Mail Only: No insji-ance Coverage Provided) M www.usps.co Ln For I ?t F I C I A SSE Postage $ C3 COTOW Fee C3 Poatmadc O (Endcrn= Hero O REndm ? (aement trod) ti = ' Shoppes at Silver Spring, LP To 463 Church Street O Nj;W;lww,- Minersville, Pennsylvania 17954 or Po sw Ma 9L933402 M&T JULX Manufacturers and Tndsrs Trust Company MORTGAGE NOTE OCTOBER 12.2006 BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership, with its chief executive address at 463 Church Street, Minersville, PA 17954. LENDER: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203. Attn: Commercial Lending Services. DefinitiOUL Each capitalized term shall have the meaning specified herein and the following terms shall have the indicated meanings: a. "Amortization Commencement Date" shall be the earlier of (1) February 1, 2007, or (2) the first day of the month following the date the final advance is Tean pursuant to the Loan Agreement. b. "Construction Period" shall mean the period from the date of this Note to, but not including the Amortization Commencement Date, during whe Lender is advancing sums to Borrower pursuant to the Loan Agreement. C. "Escrow" shall the escro w required under the Mortgage or the Loan Agreement for the payment of taxes and/or other charges. d. "Loan Agreement" shall mean the Construction Loan Agreement between Borrower and the Lender dated on or about the date hereof in connection with the construction and mortgage financing of real property described in a Mortgage, as the same may be amended, modified or replaced from time to time. e. "Maturity Date" shall be the first day of the One Hundred Thirteenth (1130') month following the date hereof. f. "Mortgage" shall mean the mortgage dated on or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time. g. "Period of Amortization" is twenty-five (25) years. This is the approximate number of years, starting on or about the Amortization Commencement Date, needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the Amortization Commencement Date to the Maturity Date). h, "Permanent Loan Period" shall mean the period from and including the Amortization Commencement Date to the Maturity Date, during which Borrower will repay the outstanding Principal Sum, with interest, as set forth below. i. "Principal Sum" shall mean Six Hundred Thousand Dollars ($600,000.00). Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum or so much thereof as may be advanced, plus interest on the unpaid portion of the Principal Sum, all amounts required for Escrow, and all Expenses (defined below). Interest During Construction Loan Period. During the Construction Loan Period, the outstanding Principal Sum advanced to Borrower under this Note shall accrue interest at a per annum rate equal to: ? % ® 0 percentage points above the rate in effect as the rate announced by the Lender as its prime rate of interest (the "Prime Rate") on the first day of the calendar month containing such day. ? percentage points above LIBOR for a ? one-month interest period, ? two-month interest period, ? three-month interest period or ? six-month interest period ("LIBOR Rate"). If no interest period is specified, a one-month interest period shall be used The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by reference. ? See Rider C attached hereto and made a part of this Note by reference. Borrower shall pay such interest to the Lender of the first day of November, 2006, and on the first day of each subsequent month thereafter to and including the Amortization Commencement Date. If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of the first advance is made to Borrower. Interest during the Construction Loan Period will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31). CM-029-PA (3/05) 1 0 Marwfaeturas and Tnrdas Tnra company, 2005 9L9:r5402 Interest During Permanent Loan Period. During the first eighty-four (84) months of the Permanent Loan Period, the outstanding Principal Sum shall accrue interest at a per annum rate equal to: ? % ? percentage points above the rate in effect as Prime Rate on the first day of the calendar month containing such day. ® 225 basis points above the yield on United States Treasury Obligations adjusted to a constant maturity of seven (7) years in effect two (2) business days prior to the Amortization Commencement Date as published by the Board of Governors of the Federal Reserve System in the Federal Reserve Statistical Release H.15(519), or by such other quoting service, index or commonly available source utilized by the Lender, plus the "ask" side of the seven ('n year swap spread in effect two (2) business prior to Amortization Commencement Date as set forth in Bloomberg, L.P. or by such other quoting service, index or commonly available source utilized by the Lender. ? percentage points above LIBOR for a ? one-month interest period, ? two-month interest period, ? three-month interest period or ? six month interest period ("LIBOR Rate"). If no interest period is specified, a one-month interest period shall be used. The definition of LIBOR, the adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by reference. ® See Rider C attached hereto and made a part of this Note by reference for a description of the interest rate after the expiration of the first eighty-four (84) months of the Permanent Loan Period, as well as a description of the Prepayment Penalty. If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the Amortization Commencement Date. Interest during the Permanent Loan Period will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31). Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate'. Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower. Default Rate.' After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to 3 percentage points per year above the otherwise applicable rate per year (the "Default Rate'. Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing this Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise). Repayment of Principal and Interest during Permanent Loan Period. During the Permanent Loan Period, Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows: (a) Consecutive level monthly installments consisting of both principal and interest shall become due and payable commencing on the first day of each month commencing with the first month following the Amortization Commencement Date and continuing on the first day of each month thereafter through and including the first day of the month immediately preceding the Maturity Date, with each installment being in the amount that would result in the Principal Sum outstanding under this Note on the Amortization Commencement Date, plus interest at the rate elected above for the Permanent Loan Period, being fully paid if amortized over the Period of Amortization. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and (b) One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the period of time from the Amortization Commencement Date to the Maturity Date is less than the Period of Amortization, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive. Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note, the Mortgage or the Loan Agreement including any Escrow payment owing"pursuant to the Mortgage or the Loan Agreement within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount. Application of Payments. Payment made under this Note may be applied in any order in the sole discretion of the Lender, but prior to an Event of Default or maturity, each payment shall be shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses. Prepayment. During the term of this Note, except to the extent otherwise provided herein, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium, if any, set forth on Rider C attached to and made a part of this Note by this reference. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note, the Mortgage or the Loan Agreement and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the Maturity Date of this Note CM-029-PA (3/05) L 0 Maw&cturm and Traders Trust Company, 2005 9L9:r5402 is accelerated following an Event of Default by Borrower, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider C. No prepayment premium shall apply if the Principal Sum of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit). Business Purpose. This Note is being given by Borrower to the Lender in connection with the construction and mortgage financing of real property described in Mortgage and Borrower warrants that the indebtedness evidenced by this Note is for a business purpose. Events of Default; Acceleration. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement and is secured by and entitled to the benefits of the Mortgage, both of which are incorporated by reference. An Event of Default under either the Mortgage or the Loan Agreement is an Event of Default under this Note. All amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary, (b) at the sole option of the Lender, upon or at any time or from time to time after the occurrence or existence of any Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue and be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full. Right of Setoff. If an Event of Default occurs, the Lender shall have, in addition to its other rights, the right to set off against the amounts owing under this Note any deposit account or other property held by the Lender or its affiliates in any capacity for Borrower, Mortgagor or any guarantor, excluding any IRA or other retirement plan accounts, any payroll accounts, any trust accounts, and any accounts where the Borrower is holding funds as the agent for a third party. Such right of setoff shall be deemed to have been exercised immediately at the time of such election. Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, for litigation or for any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses'D. Joint and Several If Borrower is more than one legal person, each such person is jointly and severally liable for all obligations and amounts which become due under this Note and the term `Borrower" shall include each as well as all of them Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, the Loan Agreement, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy of the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender. Governing Law and Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. CM-029-PA (3103) 3 0 Mmuracuum and Traders Tnia Company, 2005 9L9M402 Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL. WAIVER BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. Power to Confess Judgment BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FLLED, CONFESS JUDGMENT, OR A SERIFS OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OV TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # 9837888826 swith the Lender automatically for the full amount of each payment which becomes due under this Note. Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. SHOPPES AT SILVER SPRING A Pennsylvania Limited Partnership By: SILVER SPRINGS MARKET SQUARE, LLC Its Sole General Partner By. Name: ERIC E. CREMO Title: Manager Tax ID # 20-4067224 CM-029-PA (3105) 4 0 Mmufxtums and Tmdat TrM Company, 2005 9LP35402 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ?` ss • COUNTY OF BBR11tS 6 1 K 1rI: On this, theq,'h day of October, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himself)(herself) to be the Manager of Silver Springs Market Place, LLC, a limited liability company, itself the general partner of Shoppes at Silver Spring, a Pennsylvania limited partnership, and that (he)(she), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Shoppes at Silver Spring, a Pennsylvania limited partnership, by signing the name of its general partner, the said Silver Springs Market Place, LLC, a Pennsylvania limited liability company, as such Manager. IN WITNESS WHEREOF, I hereunto set my hand and Notarial seal. My Commission Expires: T., ly?? NOTARY PUBLIC [NOTARIAL SEAL] COP ^ t RU. A4y J* 7 _, 2OD7 FOR INTERNAL USE ONL' Authorization: CM-029-PA (3/05) 5 0 Mawfiuft s and Tradm7not Company, 2005 M&TBank Manufacturers and Traders Trust Company RIDER C TO MORTGAGE NOTE Rider C to Mortgage Note dated October 12, 2006 in the Original Principal Amount of $600,000.00 and Executed by SHOPPES AT SELVER SPRING Interest Rate and Payment Schedule after Expiration of the Eighty-Fourth Month of the Permanent Loan Period. After the expiration of the eighty-fourth (84"') month of the Permanent Loan Period, this Note shall bear interest at (i) the Lender's Prime Rate (as such term is defined in the Note), or (ii) a fixed rate of interest, if any, to be offered by the Lender to the Borrower. If this Note bears interest at the Lender's Prime Rate, then the monthly payments shall consist of (i) monthly payments of principal to be determined by dividing the unpaid principal balance of this Note by the number of months left in the original Period of Amortization plus (ii) accrued but unpaid interest on the unpaid principal balance of this Note at the Lender's Prime Rate. If this Note bears a fixed rate of interest, then the Lender will prepare an amortization schedule that will provide for level monthly payments of principal and interest, to be calculated using the following factors: (i) the unpaid principal balance of this Note, (ii) the fixed rate of interest offered by the Lender, and (iii) the period of 216 months (i.e., the number of months left in the original Period of Amortization). If this Note bears a fixed rate of interest with level monthly payments of principal and interest, then the interest shall be calculated on the basis of a 360-day year consisting of twelve (12) 30-day months. Prepayment Premium. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, In whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, the Borrower shall pay to the Lender a premium equal to five percent (5%) of the Principal Sum prepaid. On the second anniversary of the commencement of the Permanent Loan Period, this premium percentage shall be reduced by one percent, to four percent (4%). On the fourth anniversary of the commencement of the Permanent Loan Period, this percentage shall be reduced by an additional one percent, to three percent (3%). On each succeeding anniversary, this percentage shall be reduced an additional one percent, until the premium is reduced to 0. Additionally, if during the Permanent Loan Period, Borrower exercises its option of paying the Principal Sum to the Lender in advance of the Maturity Date, Borrower shall first trartsmit written notice thereof to the Lender at least thirty (30) days prior to making such prepayment; provided, however, that if this Note shall bear a fixed rate of interest during the Permanent Loan Period, then, together with such prepayment, the Borrower shall pay to the Lender, as consideration of the privilege of making such prepayment, a premium, in addition to the premium described in the previous paragraph, in an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate. If the applicable interest rate during the Permanent Loan Period is variable, there shall be no additional prepayment premium. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity. In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider. e "Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve System CM-018 (11/04) 0 Manafacturers and Traders Trust Company, 2004 in the Federal Reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company. • "Present Value" calculation shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note. IN WITNESS WHEREOF, and intending to be legally bound hereby, the Borrower has executed this Rider C to Mortgage Note as of the day and year first above written. SHOPPES AT SILVER SPRINGA Pennsylvania Limited Partnership By. SILVER SPRINGS MARKET SQUARE, LLC Its sole Partner eBy: Name: ERIC E. CREMO 47 Title: MANAGER Tax ID # 20-4067224 ACKNOWLEDGM ,NT COMMONWEALTH OF PENNSYLVANIA COUNTY OF BtPMS?J PI On this, the 124' day of October, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himself)(herself) to be the Manager of Silver Springs Market Place, LLC, a limited liability company, itself the general partner of Shoppes at Silver Spring, a Pennsylvania limited partnership, and that (heXshe), being authorized to do so, executed' the foregoing Instrument for the purposes therein contained on behalf of the said Shoppes at Silver Spring, a Pennsylvania limited partnership, by signing the name of its general partner, the said Silver Springs Market Place, LLC, a Pennsylvania limited liability company, as such Manager. IN WITNESS WHEREOF, I hereunto set my hand and Notarial seal. My Commission Expires: V ti I j 7 4 X G O" NOTARY PUBLIC [NOTARIAL SEAL) CM-0 IS (11/04) Commonw=Jdy Mneft Stoudt Notary Pubic City PotMy Conxrs Member, Perngytvama Association Of Notaries 0 Manufacturers and Traders Tmst Company, 2004 FOR INTERNAL USE ONLY Authorization: CM-0 19 (11/04) 0 Mmmfacanm and Trades Tnut Company, 2004 13 y/owo7 M Manufacturers and Traders Trust Company CONTINUING GUARANTY (Business Organization) Pennsylvania GUARANTOR: METRO CREMO & SONS, INC. With a Chief Executive Office at 463 Church Street, Minersville. PA 17954 a l9corporation ? general partnership ? limited partnership ?limited liability company ? organized under the laws of the State of Pennsylvania. BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street, Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel. 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform its obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) S of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations; (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the CLB-137-PA (6105) 1 0 htanufaaurers and Traders Trust Company, 2005 97W9 Obligations or a part thereof or any t ral therefor; (vii) any change in form of org- ion, name, membership or ownership of Borrower or Guarantor; (viii) any refuse. or failure of the Bank or any other person pritr- o the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) The Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof, (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall promptly deliver to the Bank copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation and shall provide in form satisfactory to the Bank: (i) within sixty days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end; and (ii) within ninety days after the end of each fiscal year, consolidating and consolidated statements of Guarantor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year, setting forth comparative figures for the preceding fiscal year and to be: ? audited ? reviewed l compiled by an independent certified public accountant acceptable to the Bank; all such statements shall be certified by Guarantor's chief financial officer or partner to be correct, not misleading and in accordance with Guarantor's records and to present fairly the results of Guarantor's operations and cash flows and if annual its financial position at year end in conformity with generally accepted accounting principles. If no box is checked. Guarantor shall deliver financial statements and information in the form and at the times satisfactory to the Bank.. Guarantor represents that its assets arc not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such CLB-137-1'A (S/05) 2 0 Manufacturers and Traders Trust Company, 2005 9754 69 statements. Guarantor authorizes the , om time to time to obtain, verify and review a' ncial data deemed appropriate by the Bank in connection with this Guaranty and the uoligations, including without limitation credit rep - cs from agencies. Guarantor understands this Guaranty and has satisfied itself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations ofGuarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at anytime by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shalt have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor's ability to perform its obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit ofthe Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Authorization. Guarantor certifies that it is an entity in the form described above duly organized and in good standing under the laws of the State of its organization and duly authorized to do business in each State material to the conduct of its business. Guarantor has determined that the execution of this Guaranty will be in its best interests, to its direct benefit, incidental to its powers, and in furtherance of its duly acknowledged purposes and objectives. Execution of this Guaranty by the persons signing below has been authorized by all necessary corporate action, including directors' and shareholder consent or (as appropriate) is authorized by its partnership agreement or governing instrument. Guarantor's chief executive office is located at the above address. 12. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 13. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH CLB-I37-PA (W05) 3 O Manufacturers and Traden Tn t Company, 2005 97(,4(,9 OF PENNSYLVANIA IN A COU. OR JUDICIAL DISTRICT WHERE TH' NK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MA >, c:FFECT ANY SERVICE OF PROCESS IN : _.E MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 14. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS,BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 15. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 16. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: DATE February 10, 2006 TIN # METRO CREMO & SONS, INC. By: ERIC E. CREMO, President CL B-137-PA (8/05 4 0 Manufacturers and Trades Trust Company. 2005 9'7CK159 COMMONWEALTH OF PENNSYLVANIA COUNTY OF BERKS ACKNOWLEDGMENT ss On this, the 10`s day of February, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himself)(herself) to be the President of Metro Cremo & Sons, Inc., a Pennsylvania corporation, and that (he)(she), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Metro Cremo & Sons, Inc., by signing its name, as such President. IN WITNESS WHEREOF, I hereunto set my hand and Notarial seal. My Commission Expires: NOTARY PUBLIC COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL SUSAN A. HAAS, Notary Public Spring Twp., Berks County My Commission Expires July 12, 2008 FOR BANK USE ONLY Authorization Confirmed: Signature CLB-Ill-PA (8.!05) 5 O Manufacturus and Trades Trust Company, 2005 E 976228 Mf Mamiacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: STEVE CREMO Name Document A.30 Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street, Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not famished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CLB-136-PA (8105) 1 0 Manufacturers and Traders Trust Company, 2005 976228 Document A.30 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party;'(v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and-will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CL3-136-PA (9/05) L 0 Manufacturers and Trader Trust Company, 2005 976228 Document A.30 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Cornmonweaith of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY.IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT:IN THE COMMONIVEALTE OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH ANI C Mamfachw= and Trdm Trust C orrqwY. -0( 976228 Document A.30 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. # d /Q 'f v7 -? a 7 c l?? Steve Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. Dated: February 10, 2006 CLB-1 S6-PA (8/05) 4 0 Manufacturers and Traders Trust Company, 2005 976228 STATE OFD ss. COUNTY OF Document A.30 ACKNOWLEDGMENT On the 10`h day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared STEVE CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public co MM A 'rra or 09NNSYIVANLA Notarial Seal Deus M sirko. Notary N* 04f U Pott"e, SchttyilciN CW* FMy C,omr *sion Expires Apr. xi, Member, Pennsylvania Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature CI.B-136-P A (8105) 5 C Manufacturers and Traders Trust Company, 2005 4 976:22 M&prB? Manufacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: PAUL CREMO Name Document A.29 Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street, Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment fast from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations ofBorrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CLS-1364A (IV05) 1 C Manu&aurers and Traders Trust Company, 2005 97x222 Document A.28 4 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives' o the Bank at anytime is correct, complete and not misleading. Guarantor resides at the-above addiess and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLB-136-PA (8/05) 2 0 Manufactures and Traders Tnwt Conpany, 2005 97(222 Document A.28 r himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the sacra' may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CL5-136•PA (8105) 3 t Manufacturers and Traders Trust Company, 2005 976222 Document A.28 4 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE W ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. Soc. Sec. # a d LI ( 6 SJ NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. GUARANTOR: Paul Cremo Dated: February 10, 2006 CLB-134-PA 18105) 4 C Mmufactumra and Tmdm Tma Company, 2005 976222 STATE OF k'. 9 )5 1 vai ' ti ss. COUNTY OF ACKNOWLEDGMENT Document A.28 On the I0'' day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared PAUL CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public GOMMOt4WEALTtj Of, peNVSYLVAN{A Npte Debra M. SfNoco, NO WY public yC acW W Eyom Apr. 23. MW Member. pp..-;VIVRnIPk Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature CLB-116-PA (8/0) 0 Manuraeturas and rradcri rrutt Company, 2005 6 976215 M&TB ank Manufacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: LAWRENCE J. AND MIRKA CREMO Name Document A.26 Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street. Minersville. PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency wider any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CL6-136-PA (3/05) I C Manufacturers and Tradas Trust Company, 2005 976215 Document A.26 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and '(iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds ofcollateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at th' lbove'address amidwill notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLB-136-PA (8/05) 2 0 Manuf'aicturers and Traders Trust Company, 2005 976215 Document A.26 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constrictive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH !_; OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLS-136-PA (&105) 3 l Manufacturers and Traders Trust Company, 2005 976215 Document A.26 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREIL9NDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. Soc. Sec. ## Z- r-) L(_ Y (o' 3 Ss I Soc. Sec. # 1 7 9 - -7 NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. GUARANTOR: x Gtr-?+tit.?-ti /J. Lawrence J. Cremo 41 Mirka Cremo Dated: February 10, 2006 CL8-1)6-PA (8/05) 4 0 Manufacturers and Tradas Trust Company, 2005 976215 Document A.26 ACKNOWLEDGMENT 7 - STATE OF _ c. ' ' r i f1 ss. COUNTY OF >` ( I V1,Ze; %f On the 10 h day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared LAWRENCE J. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrtument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. 1 Notary Public COMMONWEALTH OF PENNSYLVANIA STATE OF f7,r,!? y?1+t?i 4 Debra NotwW Seal c : ss. City Of Poftae, Std wu Cou* COUNTY OF C1h y g'e ki 'i'/ MY dart Ernes AW 23,2009 Member, Pennsvfvania Association of Notaries On the I Os' day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared MIRKA CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public COMMONW EALTI-1 OF PENNSYLVANLA NatarW Sod Debra M. S nkD, NoWy PtA* Cdy Of Podsvile, SdtuylldN am* My Corrrrussion Expo Apc a 20M Member, Penns)vania •4ssoclatior of Notarles FOR BANK USE ONLY Authorization Conf rrned: Signature CLa-I J6-PA (6/05) 5 0 Manufacturers and Traders Tntst Company, 2005 v 97CrM8 am"Ir AWL M&T Marxfacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: JAMES A. AND NADINE P. CREMO Name Document A.24 Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street, Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CI.B-I36-PA (8/05) 1 0 Manufacturers and Traders Trust Company, 2005 976208 Document A.24 incoxTectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencin- the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at anytime is correct, complete and not misleading. Guarantor resides at the'abave address and Will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLS-136-PA (8105) Z 0 Manufacturers and Traders Tnut Company, 2005 976208 Document A.24 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall, have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN, THE-COMMONWEAL THi OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CM-! 36-PA (8105) 3 ® Manufacturers and Traders Trust Company, 2005 ?7G 08 Document A.24 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINLSHED AND IT MAYBE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. # .Z G" & 9 7 U 1 Soc. Sec. # U 6 S '7 )? - i 2 4 S NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. James A.; remo Nadine P. Cremo Dated: February 10, 2006 CLB-136-PA (8105) 4 m Manufaewrers and Traders Trutt Company, 2005 476208 Document A.24 ACKNOWLEDGMENT STATE OF Tr_'-n ?5??h a ss. COUNTY OF On the I Oa' day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared JAMES A. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public COM .;;WEALTH OF PENNSYLVANIA STATE OF .oink, Saw Public ?' n S FC41Y ra M. Slrtko, Notary ss. f PObVili e, Sc hLVA CotMy COUNTY OF mnissbrt xi, 2009 Member. Pennsylvania Association of Notaries On the 10't' day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared NADINE P. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public COMMUNW- A2. !i F PENNSYLVANIA rV(:1.pv;o -feel Debra M. S!rx'u, Notary Public City Of PottsviNe, SchLgm County My Commission, Expires Apr. 23,20D9 Member. Pennsvlvania Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature CLI1-! 36-PA (8105) t Manufacturers and Traders Trust Company, 2005 Z 975892 Document A.22 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation(i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indor§ements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at anytime is correct, complete and not misleading. Guarantor resides at the above, address and`willnotifythe Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CL8.136-PA (6105) 2 0 Manufacturers and Traders Trust Company, 2005 975892 Document A.22 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or 'remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH.' OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CUI-116-PA (8/05) 3 0 Manufacturers and Trades Trust Congany, 2005 975892 Document A.22 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. # a to- 40. " 1 sl U Soc. Sec. # /3 9- 11/d -a 9l'8 NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. John M. Cre Carole J. Cremo Dated: February 10, 2006 CLB-136-PA (6105) 4 0 Manufacturers and Tradcn Trust Campmy, 2005 975892 STATE OF 00, ss. COUNTY OF,'1 Document A.22 ACKNOWLEDGMENT On the I Od' day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared JOHN M. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. -mil /?,?-x., ;I,?) • ??e?? `"'_ Notary Public COMMONWrAvrm_ OF PEMNV ;VLVANIA NOWW Seal STATEOF e Debra M. Sirid% NOW Public ss. City Of Pottsvi le Sof%WM CotrMy COUNTY OF . ?? ?; U g( , l 1 My Commission E)q*m Apr. 23, 2009 Member, PannWimnia 4a90ciation of Notaries On the I Od' day of February, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared CAROLE J. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. l otary Public a (i©MMpryWjA %LT,,p ?,r Y'L1? M?_I??fV?.1 My a+vtX4? „„'n n7 EVkW r, 23, 2009 Member, Pensvi n, van. ;3 Assnaiation of Notaries Authorization Confirmed: CLB-136-i'A OV05i FOR BANK USE ONLY Signature 0 Manufacturers and Traders Trust Company, 2005 ''72:7203 ex"Ir JLLX M&T Manufacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: ERIC E. CREMO Name Document A.20 Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnershi Name 463 Church Street, Minersville. PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that tern is defined in a Construction Loan Agreement between the Borrower and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment fast from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any ac lion of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of airy filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CL-11-06-PA (5/05) 1 0 Manufacturers and Trades Trust Company, 2005 97247203 Document A.20 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in fill force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the abtive'address and will notify the- Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLn-136-PA (8105) 2 C Manufactures and Traders Trust Company, 2005 97247203 Document A.20 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN'THE, COMMONWEALTH ' OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLR-136-P.4 (8/05) 3 a Manuraawvm and Traders Trust Company, 2005 97249203 Document A.20 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. # `73-6444 ?409 C_ Eric E. Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. Dated: February 10, 2006 CLB-136-PA (9/05) 4 0 Manufacturers and Traders Trust Corrgwy, 2005 97247203 COMMONWEALTH OF PENNSYLVANIA COUNTY OF ACKNOWLEDGMENT ss. Document A.20 On the I Os' day of February, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ERIC E. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the saw in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public COM NWEAl tw OP NNISYLVANIA Notettei Stilal Debra M % ft. W" Public City Of Pt#avft IWrupldii C LN* MY Commission Wes Apr. M, 2009 Member, Pennsvivams Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature CL8-136-PA (8/05) 5 0 Manufacturers and Traders Trust Company, 2005 K M47103.DOC ?? Alaralactiren and Traders Trtrot Campury CONTINUING GUARANTY (Business Organization) ' Pennsylvania GUARANTOR: SILVER SPRINGS MARKET SQUARE, LLC With a Chief Executive Office at 463 Church Street. Minersville. PA 17954 a ? corporation ? general partnership ? limited partnership ® limited liability company ? organized under the laws of the State of Pennsylvania. BORROWER: SHOPPES AT SILVER SPRING. a Pennsvlvania limited partnershiv Name 463 Church Street. Minersville. PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel. 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower-and the Bank dated February 10, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party-, (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform its obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank Only if an amount is so inserted, this Guaranty is limited in amount to (1) S of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all ofthe Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amounfl. 3. Guarantor's Whivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any ofthe following, all ofwhich Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale oft or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations; (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, incorrectness, invalidity or uneanforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the. CLt3.137-PA (BIDS) 1 0 BAaau6totren acrd Traders Trust Cmagoy. 2005 97247103.DOC Obligations or a part thereof or any collateral therefor, (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) The Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of; the teens of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all-collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, that to the extent of such repayment, the obligation or part thereof which has bear paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaff'umation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph or for any other purpose related to the Obligations (collectively, "Expenses'l. Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank 6. Financial and Other Information. Guarantor shall promptly deliver to the Bank copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation and shall provide in form satisfactory to the Bank: (i) within sixty days after the end ofeach of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end ofthe previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end; and (ii) within ninety days after the end of each fiscal year, consolidating and consolidated statements of Guarantor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year, setting forth comparative figures for the preceding fiscal year and to be: D audited D reviewed ® compiled by an independent certified public accountant acceptable to the Bank; all such statements shall be certified by Guarantor's chieffmancial officer or partner to be correct, not misleading and in accordance with Guarantor's records and to present fairly the results of Guarantor's operations and cash flows and if annual its financial position at year end in conformity with generally accepted accounting principles. If no box is checked, Guarantor shall deliver financial statements and information in the form and at the times satisfactory to the Bank. Guarantor represents that its assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such CL9-137-PA (IV05) 2 0 Momfiamm W Tndem Tent Cwipmy. 2005 97247103.DOC statements. Guarantor authorizes the Bank from time to time to obtain, verify and review all financial data deemed appropriate by the Bank in connection with this Guaranty and the Obligations, including without limitation credit reports from agencies. Guarantor understands this Guaranty and has satisfied itself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property'l. The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, in addition to those under this Guaranty and other applicable law and agreements. S. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor's ability to perform its obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression ofthe agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit ofthe Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no :oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full; the Guaranteed Atnounfishall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereot or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Authorization. Guarantor certifies that it is an entity in the form described above duly organized and in good standing under the laws of the State of its organization and duly authorized to do business in each State material to the conduct of its business. Guarantor has determined that the execution of this Guaranty will be in its best interests, to its diced benefit, incidental to its powers, and in furtherance of its duly acknowledged purposes and objectives. Execution of this Guaranty by the persons signing below has been authorized by all necessary corporate action, including directors' and shareholder consent or (as appropriate) is authorized by its partnership agreement or governing instrument. Guarantor's chief executive office is located at the above address. 12. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Otf ice for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 13. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH CL9-137•PA (BIOS) 3 0 Mamdactwa+s anti Tndws Trot Compny, 2005 97247I03.DOC OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 14. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 15. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRALSEIVIENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER.. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAYBE EXERCISED FROM TIME TO TIM AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 16. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: DATE February 10, 2006 TIN# J c f ?"L")19 '-i SILVER SPRINGS MARKET SQUARE, LLC By: & Z"' ERIC E. CREMO, Manager CLB-137-PA (SMS) 4 O Mawfaaturcn ad Trsdes Tcru Caaw". 2005 97247103.00C ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ss COUNTY OF _ Cat 9) On this, the I & day of February, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himselt)(herself) to be the Manager of Silver Springs Market Square, LLC, a limited liability company, itself the general partner of Shoppes at Silver Spring, a Pennsylvania limited partnership, and that (hexshe), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Shoppes at Silver Spring, a Pennsylvania limited partnership, by signing the name of its general partner, the said Silver Springs Market Place, LLC, a Pennsylvania limited liability company, as such Manager. - IN WITNESS WHEREOF, I hereunto set my hand and Notarial seal. My Commission Expires: 'Al NOTARY PI BL C com(.cvv;:.. o-i c: ?Lv1 s:,: ova r??n ?NCTARIAL SEAL Public MF_I-iSSA M. ZEIDERS, Notary Swatara Twp., Dauphin County ?pnmission res February 2__ _ 4. W- J FOR BANK USE ONLY Authorization Confirmed: Signature CLB437-AA (W) 5 0 R(um6mran and Traders Tnist Cemprq, 2WS 9L9492 M&Pr Bank Manufacturers and Traders Trust Cornpany CONTINUING GUARANTY (Business Organization) Pennsylvania GUARANTOR: METRO CREMO & SONS, INC. With a Chief Executive Office at 463 Church Street, Minersville, PA 17954 a ? corporation ? general partnership ? limited partnership ?limited liability company ? organized under the laws of the State of Pennsylvania. BORROWER: SHOPPES AT SILVER SPRING a Pennsylvania limited partnership Name 463 Church Street, Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel. 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October. 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform its obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in matting a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ No Limit of the principal amount of the Obligations phis (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount'). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations ofBorrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations; (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of CLB-137-PA (8105) 1 0 Manufacturers ad Traders Trost Company, 2005 9L9492 Borrower or Guarantor; (viii) any re. .1 or failure of the Bank or any other person 1. . to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) The Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) ; Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in fiill. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall promptly deliver to the Bank copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation and shall provide in form satisfactory to the Bank: (i) within sixty days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end; and (ii) within ninety days after the end of each fiscal year, consolidating and consolidated statements of Guarantor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year, setting forth comparative figures for the preceding fiscal year and to be: ? audited ? reviewed ® compiled by an independent certified public accountant acceptable to the Bank; all such statements shall be certified by Guarantor's chief financial officer or partner to be correct, not misleading and in accordance with Guarantor's records and to present fairly the results of Guarantor's operations and cash flows and if annual its financial position at year end in conformity with generally accepted accounting principles. If no box is checked, Guarantor shall deliver financial statements and information in the form and at the times satisfactory to the Bank. Guarantor represents that its assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor authorizes the Bank from time to time to obtain, verify and review all financial data deemed appropriate by the Bank z O Mmufacturars and Traders Trust Company, 2005 CLB-137-PA (8/05) 9L9492 in connection with this Guaranty and t,. ibligations, including without limitation credit i _,rts from agencies. Guarantor understands this Guaranty and has satisfied itself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property'). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-o$'shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor's ability to perform its obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Authorization. Guarantor certifies that it is an entity in the form described above duly organized and in good standing under the laws of the State of its organization and duly authorized to do business in each State material to the conduct of its business. Guarantor has determined that the execution of this Guaranty will be in its best interests, to its direct benefit, incidental to its powers, and in fiuthwmce of its duly acknowledged purposes and objectives. Execution of this Guaranty by the persons signing below has been authorized by all necessary corporate action, including directors' and shareholder consent or (as appropriate) is authorized by its partnership agreement or governing instrument. Guarantor's chief executive office is located at the above address. 12. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 13. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CUB-137-PA (B/05) 3 0 M=u&c u = and Tnidm Tnw Congmy, 2005 9L9492 CONSENTS THAT THE BANK NL EFFECT ANY SERVICE OF PROCESS E. AE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 14. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 15. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, ORA SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FbREVER WAVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAYBE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL. SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 16. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. r°7 GUARANTOR: DATE October 1?, 2006 METRO CREMO & SONS, INC. TIN #? - aa3 i?yy By: ERIC E. CREMO, President CLB-137-PA (8105) 4 0 MsnufaMx= and Traders Tnut Cw"", 2005 9L9492 COMMONWEALTH OF PENNSYLVANIA ACKNOWLEDGMENT ss COUNTY OF B S Sc- 'N-k- t , On this, the mss' day of October, 2006, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged ( jMMI fl(herself) to be the President of Metro Cremo & Sons, Inc., a Pennsylvania corporation, and that (he)(she), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Metro Cremo & Sons, Inc., by signing its name, as such President. IN WITNESS WHEREOF, I hereun o et my hand and Notarial seal. My Commission Expires: OT Y PUBLIC Authorization Confirmed: CommonwaWth of inn v Notaft FOR BANK USE ONLY Seal Ame>bs Stoudt, Notary Pubic City OF Podsv7e, SchuyBdli Camty My COrrmtsim Fvk+es July 7,2W7 Member. Pennsylvartia Assoraa6on of Nodes Signature cLa-is7-rn (sros) D 0 htanutec=as and rndas rnut company, 2005 r 970228 M&TBank Manufacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: STEVE CREMO Name Residence Address BORROWER: SHOPPES AT SILVER SPRING. a Pennsvlvania limited Dartnershi Document A.30 Name 463 Church Street. Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty ofpayment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of; in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of; or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $_No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CLB-136-PA (8/05) 1 0 Manoflctmas and Traders Trust Company, 2005 976' 28 Document A.30 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitledprior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations,' or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. S. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank inform satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLB-136-PA (8105) 2 m Mmuf haurm and Traders Tr ut Company, 2005 976228 Document A.30 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at anytime by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding fiords as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaran ty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at anytime at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than. one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA. IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLB-136-PA (8105) 3 0 Manu&Ltu wd T=dw Tnut Con"" 2005 97628 Document A.30 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAI.SEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. #210-42-9527 Steve Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. Dated: October 12, 2006 CLB-136-?A (8/05) 4 O Manufacturers and Traders Trust Conww, 2005 974228 Document A.30 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF Schuylkill : ss. On the 12'' day of October, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared STEVE CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is .(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ? ?? 4,L Notary Public COMMONWEALTH OF PENNSYLVANIA NofarW Seel i)ebra M Sk*A Notary Pubk City Of Potfsvk Sftv"I Cotrriy My Corr nission B#w Apr. 23, 20M Member, Pennsylvania Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature ,? n. am5? S O Mww&cWw and Trad= Trust Company. 2005 N 976222 M&TB nk a Mamlacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: PAUL CREMO Name Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street, Minersville, PA 17954 Address Document A.28 BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended-, and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations fromtime to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not finnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $_No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CLB-136-PA (VO5) 1 0 Manufacturers and Traders Trust Corsps", 2005 976222 Document A.28 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent-and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's, obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof, (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser; guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in M. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, `Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLB-13&PA (8/05) 2 0 Mamt&cUmera and Traden That Company. 2005 X76222 Document A.28 himself or herself as to its meaning and consequences and acknowledges that it has remade its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank, Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy ofthe Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLB-13&PA (8105) 3 0 Manu&cnvmas and Trad= Tut Company, 2005 976222 Document A.28 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient fortun for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAYBE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. Soc. Sec. #204-46-3487 NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. GU OR: Paul Cremo Dated: October 12, 2006 CLB-136-PA (8105) 4 0 Mamfhaures and Trades Trust Company, 2005 976222 COMMONWEALTH OF PENNSYLVANIA , COUNTY OF Schuylkill Document A.28 ACKNOWLEDGMENT SS. On the 12s' day of October, 2006, before me, the undersigned, a Notary Public in and for said State, personally appeared PAUL CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public 00MM4RIINFAL7H 0p P"bwv V htiA N otww Seal Debra CRY of Pobde, S Not" ? MY lion EVkw Apr. n 2009 Member, Pennsyivanta Association of Notarfes FOR BANK USE ONLY Authorization Confirmed: Signature CLB-136-PA (8105) 5 0 Manufacturers and Trad= Trust Company, 2005 L7) 9L9536 M&pr Jk Mamlacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: LAWRENCE I AND MIRKA CREMO Name Document A.20 Residence Address BORROWER: SHOPPES AT SILVER SPRING a Pennsylvania limited uartnershin Name 463 Church Street. Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party, (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $_No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, 1 O Mmufacmrers and Tmdm Trust Cmp ", 2005 CLB-136-PA (8/05) 9L9536 Document A.20 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of B orrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the B ank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLS-I36PA (8/05) L 0 Manu&CW= and Tndas Trust Coup". 2005 9L91536 Document A.20 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property'). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from dine to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection ofmail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLB-136-PA (8/05) 3 0 Maoufaep¢ers and Traders Trust Corgmry, 2oo5 9L91536 Document A.20 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient fornn for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBYEMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. Soc. Sec. 204-46-03481 Soc. Sec. 179-78-3875 GUARANTOR: Mirka Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT Dated: October 12, 2006 "OBLIGATIONS" IS NOT LI Y=D TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. CLB- I36-PA (8/05) 4 0 Munf tau= and Trad= TrW ConVwW, 2005 90536 COMMONWEALTH OF PENNSYLVANIA COUNTY OF Schuylkill Document A.20 On the 12"' day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared LAWRENCE J. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity6es), and that by his/her/their signature(s) on the instrinnent, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ACKNOWLEDGMENT ss. COMMONWEALTH OF PENNSYLVANIA COUNTY OF Schuylkill : ss. COMMONWIN OF PENN YLVANIA Notarial Seal Debra M S r*% Notary Public City Of PohsVk Sc!" M County My Commission Expires ,Apr. 23, 2009 Member, Pennsylvania Association of Notaries On the lfh day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared MIRKA CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. O<.?.C.?rs J ? ? Notary Public 00MMONWMAL111 OF PENNSYLVANIA Nota lW Seel Debra M. Skft No" Public City Of Poftft Sdfid County My CommiWon E Vr'es Apr. 23, 2009 Member, Pennsylvania Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature r ?• Notary Public CLB-I36-PA (8/05) 0 Mmufacturm and Traders Trust Company, 2005 T, 9L9522 MffBank Mantlacturers and Traders Trust Compary CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: JAMES A. AND NADINE P. CREMO Name Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street, Minersvville. PA 17954 Address Document A.20 BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan, Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty ofpayment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $_No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CL3.136-PA (8/05) 1 0 Mffiubeturm and Traders Trust Company, 2005 9L9522 Document A.20 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, ofBorrower's default or nonpayment of any Obligation, and ofchanges in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shallbe finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or- preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"), Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CIS-136-PA (8105) 2 0 Manu&aurca and Tmdas Tnsst Company, 2005 9L9522 Document A.20 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third parry (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business maybe admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLB-136-PA (8/05) 3 0 Maouhaurera and Trader Trust Cw"", 2005 9L9522 Document A.20 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forumfor both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FORDOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TM AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR- Soc. Sec. 204-46-3701 Soc. Sec. 068-72-1265 ? j4u,?', James A. emo q ct_e_?? Nadine P. Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. Dated: October 12, 2006 CLB-136-PA (8/05) 4 0 Mumta"= and Tradmt Tnut Company. 2005 9L9522 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF Schuylkill Document A.20 On the 12* day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared JAMES A. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. / Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Sea! Debra COMMONWEALTH OF PENNSYLVANIA GtyOf Pottsville, SchuyN Coitty My Commission E*res Apr. 23, 2009 COUNTY OF Schuylkill : ss. Member, Pennsylvania Association of Notaries On the 1120' day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared NADINE P. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf ofwhich the individual(s) acted, executed the instrument. Notary Public COMMONWEALTH OF PENNSYLVANIA Ntxarfal Seal ?Cww:ftsiw M. Sir*% Notary Public oumme, Sc C=* MExpires Apr. 23, 20M Member, Pennsylvania Assoclation of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature CL9-t 36-PA (8/05 0 Manofwamva and Traders Trust Company, 2003 Q 9L9517 M&T Ba7rik Mamlacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: JOHN M. AND CAROLE J. CREMO Name Residence Address BORROWER SHOPPES AT SILVER SPRING, a Pennsylvania limited harmers Document A.20 Name 463 Church Street. Minersville. PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention. Office of the General Counsel 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not fiunished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or, replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $-No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of B orrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CIS-156-PA (8/05) 1 0 Mamdscw a and Tmdm TrM Company. 2005 9L9517 Document A.20 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof, (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, for any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for intemal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses'). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank inform satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLB-136-PA (6105) 2 0 Manufi=w a and Traders Trust Company, 2005 9L9517 Document A.20 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding fiords as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-offshall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same maybe in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty maybe assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at anytime at its sole option of the same or any other right or remedy ofthe Bankwithout notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof', or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLB-13&PA (M) 3 0 MWU&chws and Trades Tnot Compmy, 2005 9L.9517 Document A.20 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAYBE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. 210-42-9510 Soc. Sec. 139-48-2988 John M. Cremo Carole J. Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT Dated: October 12, 2006 `OBLIGATIONS" IS NOT LI TMD TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. CLB-136-PA (8/05) 4 0 M=ACftw= and Tmdm Trm Conp q, 2005 91.9517 Document A.20 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA . SS. COUNTY OF Schuylkill On the 12* day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared JOHN M. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Debra M. SINA Notary Pubk COMMONWEALTH Or- PENNSYLVANIA Of Poke, ? Courtly My C Commission Expires Apr. 23, 2009 Schuylkill ' ss. Member, Pennsylvania Association of Notaries COUNTY OF On the 126' day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared CAROLE J. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. )4? Notary Public COMMONWEALTH OF PEPMYLVANIA NOW101 Seal Debra K Silo, Noft" Pubk CUy Ot Port Al% Sd" U County My Cormissim Expires Apr. 23, 2009 Member, Pennsylvania Association of Notaries FOR BANK USE ONLY Authorization Confirmed: Signature CLS-136-PA (8105) 0 Manubdu m and Tradaa That Cwpay, 2005 f? 9L9=93 MST AAX Manufacturers and Traders Trust Company CONTINUING GUARANTY (Personal) Pennsylvania GUARANTOR: ERIC E. CREMO Name Document A.20 Residence Address BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited Rg4nershin Name 463 Church Street. Minersville. PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention. Office of the General Counsel Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty ofpayment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not finished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount"). 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in anyway including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, CL8-136-PA (8r05) 1 C Manu&c== and Vedas Tnuat Company, 2005 1. 9L9493 Document A.24 incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to, the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, ofBorrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, br any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds ofcollateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Bank inform satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at anytime is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied CLB-136-PA (8/05) L 0 Mm fictwm and Traders Trust Cwww, 2005 9L9493 Document A.20 himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same maybe in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit ofthe Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right of remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited. pursuant to Paragraph 2 hereof; until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof; or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLH-13&PA (W) 3 0 Mmu&cxu = aid Twd= Trust Compoy, 2W5 9L9-4.93 Document A.20 CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THATNOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WI IM COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10 %) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Soc. Sec. # C.i e::?? aorO77",? Eric E. Cremo NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. i °7 Dated: October 12, 2006 CL8-136-PA (8/05) 4 C M=dwtu m and Trader Tnut Company, 2005 90493 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA Document A.20 r t : ss. COUNTY OF On the day of October, 2006, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ERIC E. CREMO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or thy person upon behalf of which the individual(s) acted, executed the instrument. Notary Public Notarial Seal My Com?rnssbn Expires My 7.2007 Wobries FOR BANK USE ONLY Authorization Confirmed: Cornmonwulth Of Penns venls Annette Stoudt, IJolary Public Giy Of Pottsville, Schuypc? County Member, Pennsyivaraa Association Of Signature CLS-136-PA (8105) .) 0 Mnm6etu m ad Todern Tmd Company, 2005 S 9L9490 ma AWL Manufacturers and Traders Trust Company CONTINUING GUARANTY (Business Organization) Pennsylvania GUARANTOR: SILVER SPRINGS MARKET SQUARE, LLC With a Chief Executive Office at 463 Church Street, Minersville, PA 17954 a ? corporation ? general partnership ? limited partnership 0 limited liability company ? organized under the laws of the State of Pennsylvania. BORROWER: SHOPPES AT SILVER SPRING, a Pennsylvania limited partnership Name 463 Church Street. Minersville, PA 17954 Address BANK: Manufacturers and Traders Trust Company, a New York banking corporation, with banking offices located at One M&T Plaza, Buffalo, New York 14240 Attention: Office of the General Counsel. 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Bank under the Loan Documents (as that term is defined in a Construction Loan Agreement between the Borrower and the Bank dated October 12, 2006), whether now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or uwmtured; (ii) were originally contracted with the Bank or with another party; (iii) are contracted by Borrower alone or jointly with one or more other parties; (iv) are renewed, replaced, modified or extended; and (v) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform its obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto, whether or not famished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount unless an amount is inserted in the following blank. Only if an amount is so inserted, this Guaranty is limited in amount to (1) $ No Limit of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the Obligations) of all accrued and unpaid interest, premiums and Expenses (as defined below) incurred with respect to the Obligations and (3) all ofthe Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount! 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Bank or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations; (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of CLB-1 }7-PA (8/05) 1 0 Manu&aarm aad Trades Trust Company, 2005 9L9490 Borrower or Guarantor; (viii) any re; or failure of the Bank or any other person p_ . to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt ofnotice of such refusal or faihue; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) The Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other uotice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof; (ii) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until all Obligations and any extensions, renewals or replacements thereof, together with interest accruing thereon, shall be finally and irrevocably paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall promptly deliver to the Bank copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation and shall provide in form satisfactory to the Bank: (i) within sixty days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end; and (ii) within ninety days after the end of each fiscal year, consolidating and consolidated statements of Guarantor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year, setting forth comparative figures for the preceding fiscal year and to be: 0 audited l3 reviewed ® compiled by an independent certified public accountant acceptable to the Bank; all such statements shall be certified by Guarantor's chief financial officer or partner to be correct, not misleading and in accordance with Guarantor's records and to present fairly the results of Guarantor's operations and cash flows and if annual its financial position at year end in conformity with generally accepted accounting principles. If no box is checked, Guarantor shall deliver financial statements and information in the form and at the times satisfactory to the Bank Guarantor represents that its assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor authorizes the Bank from time to time to obtain, verify and review all financial data deemed appropriate by the Bank CLB-137-PA (8/05) 2 0 Mwa&*um and Tnd= That Cwp", 2003 9L9490 in connection with this Guaranty and th oligations, including without limitation credit n, As from agencies. Guarantor understands this Guaranty and has satisfied itself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without limitation all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor, but specifically excluding any IRA or other retirement plan accounts, any trust accounts, and any accounts where Guarantor is holding funds as the agent for a third party (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor's ability to perform its obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof Payments made to the Bank by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them Guarantor also agrees that the Bank need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Authorization. Guarantor certifies that it is an entity in the form described above duly organized and in good standing under the laws of the State of its organization and duly authorized to do business in each State material to the conduct of its business. Guarantor has determined that the execution of this Guaranty will be in its best interests, to its direct benefit, incidental to its powers, and in furtherance of its duly acknowledged purposes and objectives, Execution of this Guaranty by the persons signing below has been authorized by all necessary corporate action, including directors' and shareholder consent or (as appropriate) is authorized by its partnership agreement or governing instrument. Guarantor's chief executive office is located at the above address. 12. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank. 13. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CLB-137-PA (et05) 3 0 Mem bet"m nd TnWm Trag Compury, 2W5 CONSENTS THAT THE BANK 11: EFFECT ANY SERVICE OF PROCESS L .$E MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 14. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAI THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 15. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FORDOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE CONFESSED JUDGMENT). INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDEVIIN SHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIlVIE AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 16. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. P GUARANTOR: DATE October't2, 2006 SILVER SPRINGS MARKET SQUARE, LLC TIN #A- /? v?i9 By: ERIC E. CREMO, Manager CU3-137-PA (5105) 4 ® M=Mf1kC ff= aad Trades Tnnt Con"ay, 2005 9L9490 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA l ? 1 ss COUNTY OF t i7 On this, the -R's day of October, 2006 before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared ERIC E. CREMO, who acknowledged (himselo(herself) to be the Manager of Silver Springs Market Square, LLC, a limited liability company, itself the general partner of Shoppes at Silver Spring, a Pennsylvania limited partnership, and that (he)(she), being authorized to do so, executed the foregoing Instrument for the purposes therein contained on behalf of the said Shoppes at Silver Spring, a Pennsylvania limited partnership, by signing the name of its general partner, the said Silver Springs Market Place, LLC, a Pennsylvania limited liability company, as such Manager. IN WITNESS WHEREOF, I her set my hand and Notarial seal. My Commission Expires: NOTARY PUBLIC 2 p?-7 CO?i111-Mvealth 4Fi s 1vaNa Seal Mme Stnudt CRY? ,sd'c?yr??y JtdY 7,2M7 hAeniber PMWAVang AssocWM 0/N0Q,, FOR BANK USE ONLY Authorization Confirmed: Signature CLB-137-PA (RMS) 5 0 M=u&ctwm and Tradcm Tma Company, 2005 "CJ ?,. ?.- ? ? ? ? ? ? ? ? ? ? ? ?? ?, c ,? c ?' r rr 4,,, --.F~ ? '?-? ? ..v -a -,?? ?? ? ?? ? f -? ? rte,. ? ? ', ?$..?n i.}. ,,,.. ?. ?t .?-: L .' ? ,? ? ? . ? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Plaintiff V. SHOPPES AT SILVER SPRING 463 Church Street Minersville, Pennsylvania 17954, and METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, and STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, and LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * Civil Action - Confessed Judgment * * Case No.: -T-1k a * * * * * * * * * * * * * and * MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, * and * NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, * and * JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, * and * CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, * and * ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, * and SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, Defendants. 2 * * * * * * * * * * * * * * * NON-MILITARY SERVICE AFFIDAVIT DEAR CLERK: I, Keith P. Mangan, declare under the penalties of perjury, that the following statements are true, accurate and correct to the best of my knowledge, information and belief: 1. I am a Vice President for the Plaintiff, Manufacturers and Traders Trust Company. 2. The Defendants in the above-captioned action: (i) are not in the military service of the United States of America; (ii) are not in the military service of any nation allied with the United States of America; (iii) have not been ordered to report for induction under the Selective Training and Service Action of 1940, as amended; and (iv) are not members of the enlisted reserve corps who have been ordered to report for military service. I base this assertion upon the fact that the Defendants do not live on or about a military installation and have recently been engaged in non- military service occupations. 3. The last known address of the Defendants are: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 3 ? ?_• ? .}lT i?? ?? f L \:.- . 'r t,? ? ? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Plaintiff V. SHOPPES AT SILVER SPRING 463 Church Street Minersville, Pennsylvania 17954, and METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, and STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, and LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * Civil Action - Confessed Judgment * * Case No.: d4- l b 'Vi / T-l rrh * * * * * * * * * * * * * * and * MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, * and * NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and * JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and * CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, * and * ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, * and * SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, 2 • I Y Defendants. * * * * * * * * * * * * * * * AFFIDAVIT OF BUSINESS TRANSACTION COMMONWEALTH OF PENNSYLVANIA TO WIT: CITY/COUNTY OF bG L ) I, Keith P. Mangan, being duly sworn according to law, depose and say that: 1. I am a Vice President for Manufacturers and Traders Trust Company, which is the Plaintiff in this action, and am authorized to make this Affidavit on its behalf. 2. The transactions upon which the judgments are being entered are business transactions. 3. The judgments are not being entered by confession against natural persons in connection with a consumer credit transaction. - ?ZZ K th A angan, Vice President Sworn to and subscribed before me this Z 1, day of January, 2009. ARY P My commission expires: COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Michelone, Notary Public City Of Altoona, Blair County My Commission Expires Dec. 16, 2010 Member, Pennsylvania Association of Notaries 3 r r ri cn c7-> ;m IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Plaintiff V. * Civil Action - Confessed Judgment * SHOPPES AT SILVER SPRING 463 Church Street Minersville, Pennsylvania 17954, and METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, and STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, and * Case No.: A. 0 /? ao -p V{h * * * * * * * * * * * LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * MIR KA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, * and * NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, * and * JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and * CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, * and ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, * and * 2 SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, Defendants. * * * * * * * * * * * * * * * CERTIFICATE OF RESIDENCE I, Keith P. Mangan, Vice President, certify that the Plaintiff, Manufacturers and Traders Trust Company, is located at One M&T Plaza, Buffalo, New York 14203, and that the last known addresses of the Defendants are as follows: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 Mirka Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 3 James Andrew Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 Nadine P. Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Carole Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Eric Emil Cremo 463 Church Street Minersville, Pennsylvania 17954 Silver Springs Market Square, LLC 463 Church Street Minersville, Pennsylvania 17954 I understand that false statements made in this Certificate are subject to the penalties of 18 Pa. Cons. Stat. Ann ' 4904 relating to unsworn falsification to authorities. Date: January Z6 , 2009 K ', Vice President pecial Assets Manufacturers and Traders Trust Company 1330 1 Vh Avenue Altoona, Pennsylvania 16601 4 " ° C ? .? ?`; - t?. ?.. ct? -- _ ? ? .?- ? ; ?, ' ?r:. ?. . 4 ?, , ?? tY ... IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY, * Civil Action - Confessed Judgment Plaintiff, V. * Case No.: 09-617 Civil Term SHOPPES AT SILVER SPRING, et al., Defendants. * * * * * * * * * * * * * * NOTICE UNDER RULE 2958.2 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Shoppes at Silver Spring, LP A judgment in the amount of $5,019,580.12 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 Court has issued a Writ of Execution which directs the sheriff to levy upon and sell certain real property owned by you to pay the judgment. The sheriff's sale has been scheduled for June 10, 2009 at 10:00 a.m. You may have legal rights to defeat the judgment or to prevent or delay the sheriff's sale. 1. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT OR DELAY OF THE SHERIFF'S SALE PRIOR TO THE SHERIFF'S SALE OR YOU MAY LOSE YOUR RIGHTS. II. 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 717-249-3166 N fit' Michael D. Nord, Esquire PA Bar No.: 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 (410) 385-5072 Counsel for the Plaintiff 2 r„a ?? ? ,?.? . t"1 ,?- ,?, ? ST"t ? ; Zl r=- vs .-? s_rt -- ? T ?? ?? --.<, .?_r ? ' _ ?.?a ., :,! gb _:F? Cam? ^,? ? A IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff, V. SHOPPES AT SILVER SPRING, et al., Defendants. * Civil Action - Confessed Judgment * * Case No.: 09-617 Civil Term * AFFIDAVIT PURSUANT TO RULE 3129.1 Manufacturers and Traders Trust Company, Plaintiff in the above action, sets forth, as of the date of the Praecipe for the writ of execution was filed, the following information concerning the real property located at 6499 Carlisle Pike, Mechanicburg, Pennsylvania, 17050. Property is more particularly described in Exhibit "A" attached hereto 1. Name and address of owner(s) or reputed owner(s): Shoppes at Silver Spring 6499 Carlisle Pike, Mechanicburg, Pennsylvania, 17050 Attn: Eric Cremo, Managing Member 2. Name and address of the Defendants in the judgment: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 6499 Carlisle Pike, Mechanicburg, Pennsylvania, 17050 s .? . Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 Mirka Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 James Andrew Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 Nadine P. Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Carole Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Eric Emil Cremo 463 Church Street Minersville, Pennsylvania 17954 Silver Springs Market 463 Church Street Square, LLC Minersville, Pennsylvania 17954 3. Name and address of everyjudgment creditor whose judgment is a record lien on the real property to be sold: H B Mcclure 600 South 17'' Street Harrisburg, Pennsylvania 2 4. Name and address of the last recorded holder of every mortgage of record: Manufacturers & Traders Trust Company 1330 11th Avenue Altoona, PA 16601 Attn: Keith P. Mangan, Vice President 5. Name and address of every other person who has any record lien on the property: NA 6. Name and address of every other person who has any record interest in the property and whose interest may be affected by the sale: NA 7. Name and address of every other person of whom the Plaintiff has knowledge that has any interest in the property which may be affected by the sale: NA I verify that the statements made in this Affidavit are true and correct to the best of my personal knowledge or information and belief. I understand that false statements herein are made subject to the penalties in 18 Pa.C.S. § 4904 relating to unknown falsification to authorities. Date: March 2, 2009 MANUFACTURER AW TRADERS TRUST COMP !? By: Nam TitleWin 3 EXHIBIT A THE PREMISES All that certain tract of land, being known as lot no. 2, being shown on a final subdivision plan titled Silver Spring Ma doet Place, prepared by Rwdenbush Bnginmi g, Inc., job no. 04100, sheet SD-2, dated May 20, 2005, halt revised July 12, 2005, being mote fWly bounded and demibed as follows to wit: BECMC41NO at a concrete monument on the southerly tight-of-way line (variable with) of Carlisle Pilm (SR 0011) and a 30 foot wide tight-of-way adjoining kn& now or formerly of Sutliff Fnhupriaes, Inc. (deed book K- 36, page 1147); TBENCE along the aforementioned southerly right-of-way of Carlisle Puce the Wowing Ilm (3) courses: 1. South 88° 37'57" East, 50.00 feet to an iron pin; 2. North 010 22' 03" East, 10.00 feet to a conczeee monument; 3. South 88° 37-57" Bas4 236.03 feet to an irun pin at lands now or fasnoerly of lot no. 1 of the mentioned subdivision plan; THMCE in and through a 26 foot wide shared access easement and along said lands of lot no. I ad; the afatememioned subdivision plan, South 01 ° 29' 29" West, 523.% feet to an iron pin along a 50 foot wide tight-of- way ac#oming Iands now or formerly of UD Properties, LP (deed book 262, page 4523; plan book 68, page 62); TBENCE along said 50 foot wide right-of-way, North 89° 05' 09- West, 313.60 feet to an iron pin along the aforementioned 30 foot wide right-of--way adjoining lands of the same and lands of the aforementioned Sutliff Fmterprises, Inc.; THENCE along said 30 foot wide right *f--way, North 04° 32' 48" East, 51724 fat to a concrete monument along the aforementioned rig&-of-way line of Carlisle P&e, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING THE SAME PREMISES which Memco Realty Company, a Partneabip, conaiatiag of Charles P. Medico; Thomas A. Medico; William P. Medico, hI; Tina Medico Agwlink Chios S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzslooe and Cataldo Medico by Corrective Deed dated May 11, 1999 and taorde?I in the Ofce of the Recorder of Deeds of Cumberland County in Deed Book 200 page 680 Smood and conveyed unto Memco Reeky Company, a Pennsylvania General Partnacsbip, consisting of Charles P. Medico; Thomas A. Medico; William P. Medico, U; Tina Medico Agm"tioa, Charles S. Medico, Ir.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico. BEING PARCEL NUMBER 38-19-1610-004 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff, V. SHOPPES AT SILVER SPRING, et al., Defendants. * * * * * * * Civil Action - Confessed Judgment * * Case No.: 09-617 Civil Term * * * * * * * * * * NOTICE UNDER RULE 3129.2 OF SALE OF REAL PROPERTY To: Shoppes at Silver Spring, limited partnership The Real Property generally known as 6499 Carlisle Pike, Mechanicsburg, Pennsylvania, Cumberland County 17050 as more particularly described in the legal description attached as Exhibit "A" and incorporated by reference herein is scheduled to be sold at Sheriff's Sale on June 10, 2009 at 10:00 a.m. at One Courthouse Square, Carlisle, Pennsylvania 17103 to enforce the Court Judgment against Shoppes at Silver Spring in the amount of $5,019,580.12. You may have legal rights to defeat the judgment or to prevent or delay the sheriff s sale. I. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT OR DELAY OF THE SHERIFF'S SALE PRIOR TO THE SHERIFF'S SALE OR YOU MAY LOSE YOUR RIGHTS. II. 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 717-249-3166 2 A'-A ' l / " C/ Michael D. Nord, Esquire PA Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 (410) 385-5072 Counsel for the Plaintiff 3 EXHIBIT A THE PREMISES All that certain tract of land, being known as lot no. 2, being shown on a final subdivision plan titled silver spring Market Place, prepared by Raudenbush Engineering, Inc., job no. 04100, sbeet SD-2, dated May 20, 2005, last revised July 12, 2005, being more fully bounded and described as follows to wit: BEGINNING at a concrete monument on the southerly right-of-way line (variable width) of Carlisle Pike (SR 0011) and a 30 foot wide right-of-way adjoining lands now or formerly of Sutliff Firterpzises, Inc. (deed book K- 36, page 1147); THENCE along the aforementioned southerly right-of-way of Carlisle Pike the following th = (3) courses: 1. South 88° 37'57" East, 50.00 feet to an iron pin; 2. North 01 ° 22' 03" East, 10.00 feet to a concrete monument; 3. South 88° 37'57. East, 236.03 feet to an iron pin at lands now or formerly of lot no. 1 of the aforementioned subdivision plan; THENCE in and through a 26 foot wide shared access easement and along said lands of lot no. 14 the aforementioned subdivision plan, South 01 ° 29'29- West, 523.96 feet to an iron pin along a 50 foot wide right-of- way adjoining lands now or formerly of UD Properties, LP (deed book 262, page 4523; plan book 68, page 62); THENCE along said 50 foot wide ri&-of-way, North 890 05' 09" West, 313.60 fat to an iron pin along do aforementioned 30 foot wide right-of-way adjoining lands of the same and lands of the aforementioned Sutliff Enterprises, Inc.; THENCE along said 30 foot wide right-of-way, North 040 32' 48" East, 51724 feet to a concrete monument along the aforementioned right-of-way line of Carlisle Pike, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING THE SAME PREMISES which Memco Realty ConVaay, a Partnership, c^^41st++g of Charles P. Medico; Thomas A. Medico; William P. Medico; 11; Tina Medico Aqudi na; Charles S. Medico, Jr.; Lawrence P. Medico; Tim Medico Anzal= and Cataldo Medico by Corrective Deed dated May 11, 1999 and recorded in to Office of the Recorder of Deeds of Cumberland County in Deed Book 200 page 680 granted and conveyed unto Memco Realty Company, a Pennsylvania General Parmecship, consisting of Chucks P. Medico; Thomas A. Medico; William P. Medico, U; Tina Medico Aquilina; Charles S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico. BEING PARCEL NUMBER: 38-19-1610-004 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION PRAECIPE FOR WRIT OF EXECUTION Caption: ® Confessed Judgment Manufacturers and Traders Trust Company Other Fi1eNo. 09-617 Civil Tian- Plaintiff Amount Due $4,473,135.52 V. Interest $ 90,119.60 Shoppes At Silver Spring, LP, et al. ; Atty'sComm$ 456.325.00 Defendants. Costs TO THE PROTHONOTARY OF THE SAID COURT: The undersigned hereby certifies that the below does not arise out of a retail installment sale, contract, or account based on a confession of judgment, but if it does, it is based on the appropriate original proeca ft filed pursuant to act 7 of 1966 as amended; and for real property pursuant to Act 6 of 1974 as amended. Issue writ of execution in the above matter to the Sheriff of Cumberland County, for debt, interest and costs, upon the following described property of the defendant (s) See Attached Generally known as-6499 Carlisle Pike, Mechanicsburg, Pennsylvania PRAECIPE FOR ATTACHMENT EXECUTION Issue writ of attadmunt to yhe Slpriffof Cumbai-land County,,for debt, interest and costs, as above, directing ittachment against the above-named garnishee(s) for the following property (if real estate, supply six topics of the description; supply four copies of lengthy personalty list) See attached and all other property of the defendant(s) in the possession, custody or control of the said garnishee(s). ? (Indicate) Index this writ against the garnishee (s) as a lis pendens against real estate of the defendant(s) described is the attached exhibit. Date _ February 23, 2009 Signature: jA n Al Print Name: Michael D. Nord Address: Gebhardt & Smith LLP One South Street, Suite 2200 13a1timore, Tin 21209-3281 Attorney for: Plaintiff Telephone: 410-385-5072 Supreme Court IDNo: 52486 CD -iAr 04 iAb y? C? 0 0 r e y?„? ( 09, ?s 0%, D Zs t31 "3 ? `-?, !;g P 0 yp O 'l 4 = ' r te WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) COUNTY OF CUMBERLAND) NO 09-617 Civil CIVIL ACTION - LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt, interest and costs due MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff (s) From SHOPPES AT SILVER SPRING, LP, METRO CREMO & SONS, INC, STEPHEN PAUL CREMO, PAUL JOSEPH CREMO, LAWRENCE JUDE CREMO, MIRKA CREMO, JAMES ANDREW CREMO, NADINE P. CREMO, JOHN METRO CREMO, CAROLE CREMO, ERIC EMIL CREMO, and SILVER SPRINGS MARKET SQUARE, LLC. (1) You are directed to levy upon the property of the defendant (s)and to sell SEE LEGAL DESCRIPTION. (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of GARNISHEE(S) as follows: and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount Due $4,473,135.52 L.L. $30 Interest -- $90,119.60 Atty's Comm $456,325.00% Due Prothy $2.00 Atty Paid $68.00 Other Costs Plaintiff Paid Date: 2/25/09 O Curtis R. Lon r, ro onotary (Seal) By: Deputy REQUESTING PARTY: Name: MICHAEL D. NORD, ESQUIRE Address: GEBHARDT & SMITH, LLP ONE SOUTH STREET, SUITE 2200 BALTIMORE, MD 21202-3281 Attorney for: PLAINTIFF Telephone: 410-385-5072 Supreme Court ID No. 52486 r. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY, * Civil Action - Confessed Judgment Plaintiff, V. SHOPPES AT SILVER SPRING, et al., Defendants. * * * * * * * * Case No.: 09-617 Civil Term * * * * * * * * * * AFFIDAVIT OF SERVICE OF NOTICE REQUIRED UNDER RULE 3129.2 I, Michael D. Nord, declare under the penalties of perjury, that the following statements are true, accurate and correct. 1. In accordance with P.R.C., Rule 3129.2, on May 6, 2009, I caused to be mailed a HANDBILL AS NOTICE OF SALE upon all parties set forth in the P.R.C., Rule 3129.1 Affidavit filed in connection with this matter. A copy of the HANDBILL mailed is attached hereto as Exhibit "A" and incorporated by reference herein. t 2. I have also attached hereto as Exhibit "B" The U.S. Postal Service Form 3817 Certificate of Mailing for each of the parties to whom the HANDBILL was mailed on May 6, 2009. 4.,-A /) /u o"i Michael D. Nord ACKNOWLEDGEMENT STATE OF MARYLAND, CITY/C944+Y OF & 1-4-? More- ; TO WIT: I HEREBY CERTIFY that, on this V' day of May, 2009, before me, the undersigned Notary Public of the jurisdiction aforesaid, personally appeared Michael D. Nord, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and declared and acknowledged under oath, subject to the penalties of perjury, that the matters set forth herein are true, accurate and complete. IN WITNESS, my hand and Notarial seal. NOTARY PUBLIC My commission expires: 9 1 t l D00 -? 2 NOTICE OF SALE DATE: Wednesday, June 10, 2009 at 10:00 a.m. PLACE: In the Cumberland County Sheriffs Office Courthouse Square, Carlisle, Pennsylvania Actual Parcel ID: 38-19-1610-074 Real Estate Sale No. 87 Writ No. 2009.617 Civil Term Manufacturers and Traders Trust Company VS Shoppes at Sliver Spring Attorney Michael D Nord LEGAL DESCRIPTION hD(HIBIT A 114E PREMISES ALL THAT CEKI'ATN tract of land situate in Silver Spring Township, Cumberland County, Commonwealth of Pennsylvania, [icing known as Lot No. 2, as shown on a Final Subdivision I'lan titled Silver Spring at Market Place, prepared by Raudenbush Isngineering, Inc., Job No. 04100, sheet SD-2, dated May 20, 2005, last revised July 12, 2005, being i nore fully bounded and described as follows to wic 13BOINNING at a concrete monument on the southerly right- of-way line (variable width) of Carlisle Pike (SR . 0011) and a 30 foot wide right-of-way adjoining Ianda now of formerly of Sutliff Enterprises, Inc. (deed book K-36, page 1147); THENCE along the afourementioned southerly right-of-way of Carlisle Pilce the following these (3) courses: I . South 88 degrees 37' 57" Bast; 50.00 feet to an iron pin; 2. North 01 degrees 22' 03" East, 10.00 feet to a concrete monument; 3. Smith 88 degrees 37'57- East 236.03 fact to an iron vin at land now or formerly of lot no. 1 of the aforementioned subdivision plan; THENCE in and through a 26 foot wide shared access easement and along said lands of lot no. I of the aforementioned subdivision plan, South Ot dogma 29129" Wes4 523.96 feet to an i roe pin along a 50 foot wide right-of-way adjoining lands now or formerly of UD Properties, LP (deed book 262, page 4523; plan book 68, page 62); THENCE along said 50 foot wide right- of-way, North 89 degrees 05' 09" West, 313.60 feet to an iron pin along the afmcmandoned 30 foot wide right-of-way adjoining lands of the same and lands of the aforementionod Sutliff Enterprises, Ino.; THENCE along said 30 foot wide right- of-way, North 04 degrzea 32' 48" East, 517.24 feet to a concrete monument along the aforementioned right-of-way line of Carlisle Pike, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING THE, SAME PREMISES which Memco Realty Company, a Partnership, consisting of Charles P. Medico; Thomas A. Medico; Wf Illem P. Medico,1l;1baMedico Aquilina; Charles S. Medico, Jr.; Lawrence R Medico; Tina Medico Anzalone and Cataldo Medico by Conwdve Deed dated May 11, 1999 and recorded in the Office of the Recorder of Deeds EXHIBIT A of Cumberland County In Deed Book 200 page 680 granted and conveyed unto Memoo Realty Company, a Pennsylvania General Pattmb * consisting of - Charles P. Medico; Thomas A, Medico; William P. Medico, U; Tina Medico Agdlina; Charles S. Medico, Jr.; Lawrence P. Medico; Tim Medico Antalone, and Cstaldo Medico. 13EING PARCEL NUMBER: _ 38-19-1610-004 TERMS As soon as the property Is knocked down to a purchaser, 10% of the purchase price or all costa whichever may be higher, shall be delivered to the Sheriff. If the 10% payment is not made as requested, the SheffivAll direct the auctioneer to resell the property. The balance due shalt be pafdtu ftre Sheriff by NOT LATER THAN Friday, June 26, 2009 at 12:00 croon, Prevailing Time, other- wise all money previously paid oil be forfeited and the properly will be resold on July 1. 20M at 10:00 A.M. Prevailing Time in the Cumberland County SW IFS Olfke Court House, Carlisle, PA. REAL ESTATE SALE DATES FOR 2009 sale babes Cut-off Ddea Sept. 2, 2009 May 27, 2009 Dec. 9, 2009 Aug. 26, 2009 TO ALL PARTIES IN INTEREST AND CLAIMANTS: _ A Schedule of Proposed Distribution will be filed by the Sheriff (unless premises are sold to Plaintiff for costs only), on or before July 10, 2009 and distribution will be made, in accordance with the Proposed Schedule unless Exceptions are filed thereto within ten (10) days thereafter. EXHIBIT B U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP Uille 2201 One South ? Baltimor 202- ' Hasler One piece ° HB Mcclure O b c 600 South 17th et o F o Harrisburg, PA T cn ® s U 5 0 o rn .- 3 N N 0 N N 6 N cp C) 1 La PS Form 3817, January 2001 M U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FORINSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 , Baltimore, Maryland 21202-3281 Hasler One piece of ordinary mail addressed to yr ` 4i j . $ . - Shoppes at Sily T s - 6499 Carlisle Pi D' Cn ...a N; Mechanicsburg, ? 70.5 Q G N ' o (0 111 N PS Form 3817, January 2001 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 ' Baltimore, Maryland 21202-3281 Hasler one piece of ordinary mail addressed to: 3 .9 T cn ® z _ Shoppes at Silver= 00 463 Church Street r5-7 3 N ' Minersville, PA 17 , n N O tl? .. ,? rn o PS Form 3817, January 2001 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 One piece of ordinary mail addressed to: - Metro Cremo & Sons, Inc. - 463 Church Street - Minersville, PA 17954?1??`?/'?' PS Form 3817, January 2001 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP _ One South Street, Suite 2200 Baltimore, Marylan?,2 81 - One piece of ordinary mail addressed to:1 - Stephen Paul Cremo n - 10 Houston Drive - Mechanicsburg, PA 170 .S . PS Form 3a17, January 2001 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, -3281 02 One piece of ordinary mail addressed to:+ ?J Z Paul Joseph Crem 8 Cicada Drive" Mechanicsburg, PA 1 PS Form 3817, January 2001 L I +l :?T. it F° r!4 't r r.. ar it . .- Wi:rl Hasler cn 3 p m -a?0 00- C, Na N pN N A p O N r1j (01 C) W M0 T • f W. L ,'7 •1 T 1 1?? Hasler C 3 ?T ° p 0, rn N N C) =a ?' ° 0 N N co M a I 0 Hasler C3 T C O o rn _s U1 3 N NO N ITl QN I O W U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Sire' 2200 Baltimore, -3281 r . One piece of ordinary mail addressed to:, < A ` - Paul Joseph Cremd' ' - 906 Louisa Lane <1"4A 1 - Mechanicsburg, PA 1705?T""? P5 Form 3577, January 2001 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 5 One piece of ordinary mail addressed to: Lawrence Jude Cremo f < g - 27 Cardamon Drive * A - Mechanicsburg, PA 17055`\,e? PS Form JIM 7, January 2001 ? a + .. ?, tr• Hasler C 3 U) t Q -° T O = rn rn •? N D .? N y? 0 0 N G) ? ' O w '?' -+ A? ra !*, r.?r k{ 2 ?+'22--"r Hasler C 3 'x } cA E" p'V7 Cj r 0a cn ? N D-? C7 .? o0 N , M W U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP _ One South Street, Suite 2200 _ Baltimore, MtDrlTN-2' 02-3281 :.. One piece of ordinary mail addressed to/ Hasler ..? y1 S6 ? i ? (? $ Vr o C> ' Mirka Cremo a . ; - K' - ; O - 27 Cardamon Driv p o N Cn - Mechanicsburg, PA ,?•?'? 3 D ti PS Form 3817, January 2001 M N U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT L PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP _ One South Street, Baltimore, Maro Hasler One piece of ordinary mail addressed to: * r to W o cr James Andrew Crerr? .? cn 944 Bethany Mt. Road, y t(n 3 oa _a Cheshire, Connecticut 0610' --q N N D12 C)O i_x PS Form 3817, January 2001 m ® w U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT 16 , PROVIDE FOR INSURANCE-POSTMASTER ` Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Marjjawd-? 2-328 One piece of ordinary mail addressed to: 'j ?.. ,t r ?? tit _.# Naline P. „!!! Cremo 944 Be' Mt. Roar- Cheshire, Connecticut`6d11? ==- PS Form r, January 2001 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, M9,r202-3281 One piece of ordinary mail addressed t - John Metro Cre - 5 Monarch Lane `y' Mechanicsburg, D - PS Form 3817, January 2001 Hasler C3 N !?• O 46F? s v O „o M 03 rn D N Q N O G) C° I ® Hasler C 3 T o4;iql C) .? CL C O rn ?3rn -.I N ® .? N M oN 10 U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP _ One South Street 2200 Baltimore, Ma nil 281- Hasler One piece of ordinary mail addressed to:,, C m 3- Cl) - 4GOI C7 Carole Cremo B S? 0 = 5 Monarch Lane gs?tf03 ° N Mechanicsburg, PA 1 ?I 3 N N D N p? © N PS Form 3817, January 2001 m O W U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP _ One South S,tre2200 Baltimore, MCYI -3281 Hasler One piece of ordinary mail addressed tw Y C/) 2L Eric Emil Cremo M CL cT 0 O) - 463 Church Street" p o _.a - Minersville, PA 17954-- D j Q N Q c0 PS Form 3817, January 2001 O M w U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY BE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Received From: Michael D. Nord, Esquire Gebhardt & Smith LLP One South reet, Suite 2200 Baltima<ANaa 21202-328 One piece of ordinary mail add4*' 1/ t? - Silver Springs et Square, LLC - 463 Church St.... - - Minersville, PA 17954-`? PS Form 3817, January 2001 1 L Hasler (CA ? 0 o rn CD = rn ..s ? 9 DN) o° 0 N X1 w rn° 0 • 3? d t y yLVAX 'vtY F11,;El?-~;?~~F1u~~ In the Court of Common Pleas ~ ~~ ~~~'G"~~~'~~~ of Cumberland County, Pennsylvania ~Q~~ ~~P ~~ P~ { ~ l~ +~ Writ No. 2009-617 Civil Term ~~++,,~~ ~~ Manufacturers and Traders Trust Com an ,•,,., ~ ~ ~~j~~~~ VS Shoppes at Silver Spring R. Thomas Kline, Sheriff, who being duly sworn according to law states that he made a diligent. search and inquiry for the within named defendant to wit: Shoppes at Silver Spring, Attn: Eric Cremo, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Schuylkill County, Pennsylvania to serve the within, Real Estate Writ of Execution, Notice of Sheriff s Sale of Real Property and Legal Description, according to law. Schuylkill County Return, Defendant Shoppes at Silver Spring, Attn: Eric Cremo, was served on Apri130, 2009 at 5:30 p.m. at: 463 Church Street, Minersville, PA 17954, by handing to Eric Cremo personally, So Answers; Joseph Groody, Sheriff of Schuylkill County, Pennsylvania. Noah Cline, Deputy Sheriff, who being duly sworn according to law, states that on April 4, 2009 at 0825 hours, he posted a true copy of the within Real Estate Writ, Notice, Poster and Description, in the above entitled action, upon the property of Shoppes at Silver Spring, located at, 6499 Carlisle Pike, Mechanicsburg, Cumberland County Pennsylvania, according to law R. Thomas Kline, Sheriff, who being duly sworn according to law, states he served the above Real Estate Writ, Notice, Poster and Description in the following manner: The Sheriff mailed a notice of the pendency of the action to the within named defendant, to wit: Shoppes at Silver Spring, Attn: Eric Cremo, by regular mail to their last known address of 463 Church Street, Minersville, PA 17954. This letter was mailed under the date of May 6, 2009 and never returned to the Sheriff s Office R. Thomas Kline, Sheriff, who being duly sworn according to law, states that this writ is returned STAYED, per letter of instruction from Attorney Michael D. Nord, dated September 1, 2009. Sheriff s Costs: Docketing 30.00 Poundage 23.67 Posting Bills 15.00 Advertising 15.00 Law Library ~0 Prothonotary 2.00 Schuylkill County 82.60 Out of County 9.00 Mileage 18.00 Levy 15.00 Surcharge 20.00 Post Pone Sale 40.00 Law Journal 509.00 Patriot News 411.91 Share of Bills 15.43 1,207.11 ~~ ~/' ~ ~ - a. ba ~ d ~ S~ ~L v~~ ,~ I~ ~0 7 ~3a a ~~ So Answers, R. Thomas Kline, Sheriff By ~ ~~ '---1~~..~ e ~ '~y, Real Estate Coordinator ~`" IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff, v. SHOPPES AT SILVER SPRING, et al., Defendants. * Civil Action -Confessed Judgment * Case No.: 09-617 Civil Term AFFIDAVIT PURSUANT TO RULE 3129.1 Manufacturers and Traders Trust Company, Plaintiff in the above action, sets forth, as of the date of the Praecipe for the writ of execution was filed, the following information concerning the real property located at 6499 Carlisle Pike. Mechanicburg, Pennsylvania, 17050. Property is more particularly described in Exhibit ~°A" attached hereto 1. Name and address of owner(s) or reputed owner(s): Shoppes at Silver Spring 6499 Carlisle Pike, Mechanicburg, Pennsylvania, 17050 Attn: Eric Cremo, Managing Member 2. Name and address of the Defendants in the judgment: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 6499 Carlisle Pike, Mechanicburg, Pennsylvania, 17050 Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 Mirka Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 James Andrew Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 Nadine P. Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Carole Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Eric Emil Cremo 463 Church Street Minersville, Pennsylvania 17954 Silver Springs Market 463 Church Street Square, LLC Minersville, Pennsylvania 17954 3. Name and address of every judgment creditor whose judgment is a record lien on the real property to be sold: H B Mcclure 600 South 17th Street Harrisburg, Pennsylvania 2 4. Name and address of the last recorded holder of every mortgage of record: Manufacturers & Traders Trust Company 1330 11th Avenue Altoona, PA 16601 Attn: Keith P. Mangan, Vice President 5. Name and address of every other person who has any record lien on the property: NA 6. Name and address of every other person who has any record interest in the property and whose interest maybe affected by the sale: NA 7. Name and address of every other person of whom the Plaintiff has knowledge that has any interest in the property which may be affected by the sale: NA I verify that the statements made in this Affidavit are true and correct to the best of my personal knowledge or information and belief. I understand that false statements herein are made subject to the penalties in 18 Pa.C.S. § 4904 relating to unknown falsification to authorities. Date: March 2, 2009 MANUFACTURERS A TRADERS TRUST COMP By: Nam anaan 3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff, v. SHOPPES AT SILVER SPRING, et al., Defendants. * * * * * * * Civil Action -Confessed Judgment * * Case No.: 09-617 Civil Term * * * * * * * * * * NOTICE UNDER RULE 3129.2 OF SALE OF REAL PROPERTY To: Shoppes at Silver Spring, limited partnership The Real Property generally known as 6499 Carlisle Pike, Mechanicsburg, Pennsylvania, Cumberland County 17050 as more particularly described in the legal description attached as Exhibit "A" and incorporated by reference herein is scheduled to be sold at Sheriff's Sale on June 10, 2009 at 10:00 a.m. at One Courthouse Square, Carlisle, Pennsylvania 17103 to enforce the Court Judgment against Shoppes at Silver Spring in the amount of $5,019,580.12. You may have legal rights to defeat the judgment or to prevent or delay the sheriff's sale. I. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT OR DELAY OF THE SHERIFF'S SALE PRIOR TO THE SHERIFF'S SALE OR YOU MAY LOSE YOUR RIGHTS. II. 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 717-249-3166 2 ~~ ~ ~~ Michael D. Nord, Esquire PA Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 (410) 385-5072 Counsel for the Plaintiff 3 EXHIBIT A THE PREMISES All that certain tract of land, being known as Iot no. 2, being shown on a final subdivision plan titled Silver Spring Mazket Place, prcpazed by Raudenbush Engineering, Inc., job no. 04100, sheet SD-2, dated May 20, 2005, last revised July 12, 2005, being more fully bounded and described as follows to wit: BEGINNING at a concrete monument on the southerly right-of-way line (variable width) of Carlisle POce (S.R 0011} and a 30 foot wide right-of--way adjoining Lands now or formerly of SutliffEaterprises, Inc. (deed book K- 36, page 1147); THENCE along the aforementioned southerly right-of--way of Carlisle Pi7ce the following three (3) GOl1rSCS: __ 1. South 8 $° 37' S?" East, 50.00 feet to as iron pin; 2. North Ol ° 22' 03" East, I0.00 feet to a concrete monument; 3. South 88° 37'57" East, 236.03 feet to an iron pin at lands now or formerly of lot no. I of the aforementioned subdivision plan; THENCE in and through a 26 foot wide shared access easennent and along said lands of lot no. 1 of the aforementioned subdivision plan, South O1 ° 29' 29" West, 523.96 feet to an iraa pin along a 50 foot wide right-of- way adjoining lands now or formerly of UD Properties, LP (deed book 252, page 4523; plan book 68, page 62}; THENCE along said 50 foot wide right-of-way, North 89° OS' 09" West, 313.60 feet to an iron pin along the aforementioned 30 foot wide right-of--way adjoining lands of the same and lands of the aforementioned Sutliff Enterprises, Inc.; THENCE along said 30 foot wide right-of-way, North 04° 32' 48" East, SI7.24 feet to a concrete monument along the aforementioned right-of--way Iine of Cazlisle Pike, said concrete menurnent being the PLACE OF BEGINNING. Containing 3.599 acres. BEING TAE SAME PREMISES which Memco Realty Company, a Partrtership, consisting of Charles P. Medico; Thomas A. Medico; William P. Medico; II; Tina Medico Aquiline; Charles S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico by Corrective Deed dated May 11, 2999 and rewrded in the Office of the Recorder of Dccds of Cumberland County in Deed Book 200 page 680 .granted and conveyed unto Memco Realty Company, a Pennsylvania Gentral Partnership, consisting of Charles P. Medico; Thomas A. Medico; William P. Medico, II; Tina Medico Aquiline; Charles S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico. BEING PARCEL NiJIvIDER: 38-19-1610-004 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS * TRUST COMPANY, * Civil Action -Confessed Judgment Plaintiff, v. * Case No.: 09-617 Civil Term SHOPPES AT SILVER SPRING, et al., Defendants. * * * * * * * * * * * * * * * NOTICE UNDER RULE 2958.2 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Shoppes at Silver Spring, LP A judgment in the amount of $5,019,580.12 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 Court has issued a Writ of Execution which directs the sheriff to levy upon and sell certain real property owned by you to pay the judgment. The sheriff s sale has been scheduled for June 10, 2009 at 10:00 a.m. You may have legal rights to defeat the judgment or to prevent or delay the sheriff's sale. I. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT OR DELAY OF THE SHERIFF'S SALE PRIOR TO THE SHERIFF'S SALE OR YOU MAY LOSE YOUR RIGHTS. II. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIIZTY (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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRIl~iG A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 717-249-3166 (/ `~` /~ /l/ ov~- Michael D. Nord, Esquire PA Bar No.: 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 (410)385-5072 Counsel for the Plaintiff 2 Mar-05-2003 11:39am From-GEBHARDT $ SMITH 410-385-5119 T-018 P.002/002 F-911 ~C~lll~~~' ~, ~ pREMIS~S AEI. Tt[AT CERTAIN tract of land situate in Silver Spring Township, Cumberland County, Commonwealth of Pennsylvania, being known as Lot No. 2, as shown on a Final Subdivision plan titled Silver Spring st Market Place, prepared by Raudenbush Engineering, inc., Job No, 04100, sheet SD-2, du[ed May 20, 2005, last revised July 12, 2005, being more tl,lly bounded and described as follows to wit: BEGIIYNIlJG at s concrete ruoaumcnt on the sout>~crly right-of-way lice (vat~ablc width) of Carlisle Pi7cc (S_R 0011) sad a 30 foot wide right-of--way adjoining ]ands now or formerly of 5ut]iff ]?nterp~osrs, Inc. (daed book IC- :9 6, past 1147); THENCE along Ilse aforementioned southerlyright-af-way of Carlislt Pl7ce the LoIlowiag three (3) cotases; 1. South 88° 37' S7" Eaat, 50,00 ftrt m an iron pin; 2, North Ol ° 2'3' 03" )vast, 10.00 feet to a conczctr montutser-t; 3_ South $S° 3TS7" Frsst, 236.03 feet to as iron pia at ]ands now or foz~merly of lot uo. 1 of tFte aYaremeatioacd subdivision plan; 2F33?NCE in and through a 26 foot wide sharrtl accts easement and along said lands of lot era. 1 oS the aforementioned subdivi~on plan, South Ol ° 29' 29" Wcs~, 523.96 feat to an iron pin along a SO foot wide riglrt~f- way adjoining leads now or foamcrly of ITD Propeatics, LP (decd book 262, paige 4523; play book 68, pogo 62); THENCE along said SO foot wide right-of--way, North 89° OS' 09" Wcst, 313,60 fret bo an iron pin along the aforementioned BO foot wide right-0f--way adjoining loads of the same and leads of the aforcmenlioncd Stzrliff Eatctprises, Inc,; T'}TENCTr along said 30 foot wide right-of-~x~ay, Norda 04° 32' 48" E2st, 51724 feet to a eoaczete mon[[mcnt a1or~ the sfaretaentioned right-af-way fine of CazIisle Alce, said eonerett mnnurarnt bcinl; the PIACIr OF 8EG]NNlNG. Coac+saiusg 3.599 aces. BEING TF.II? SAME P~IvIIS]iS which Memeo Realty Company, a patmersl~, coasting of Charles P. Medico; Thomas A Medico; William P. Medico; II; Tina Medico Aquslma; Charles S. Medico, h,; Lawrence P. Medico; Tim. Medico AnzaloYte and Catildo Medico by Comctive Deed dared May 11, 1999 and recorded is the Office of the Recorder of Deeds of Ctmsbetlsad County in Dcrd Book 200 gage 680 .grffitted and Conveyed unto Metaco RealFyr Company, s Pert>;,ylvaais General Patmetship, asnsisting of Cults P. Medico; Thomas A. Medico; William P. Medico, II; T4na Medico Agttdma; G'bazles S. Medico, Jr,; Lawrence P. Modica; Tmn Medico An2alone and Cataldo Medico. BF~NG PARCEL NUMBER; 38-19-1610-004 WRIT OF EXECUTION and/or ATTACHMENT 7 COMMONWEALTH OF PENNSYLVANIA) COUNTY OF CUMBERLAND) NO 09-617 Civil CIVIL ACTION -LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt, interest and costs due MANUFACTURERS AND TRADERS TRUST COMPANY, Plaintiff (s) From SHOPPES AT SILVER SPRING, LP, METRO CREMO & SONS, INC, STEPHEN PAUL CREMO, PAUL JOSEPH CREMO, LAWRENCE JUDE CREMO, MIRKA CREMO, JAMES ANDREW CREMO, NADINE P. CREMO, JOHN METRO CREMO, CAROLE CREMO, ERIC EMIL CREMO, and SILVER SPRINGS MARKET SQUARE, LLC. (1) You are directed to levy upon the property of the defendant (s)and to sell SEE LEGAL DESCRIPTION . (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of GARNISHEE(S) as follows: and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount Due $4,473,135.52 Interest -- $90,119.60 Atty's Comm $456,325.00% Atty Paid $68.00 Plaintiff Paid Date: 2/25/09 (Seal) RECiUISTING PARTY: Name: MICHAEL D. NORD, ESQUIRE Address: GEBHARDT & SMITH, LLP ONE SOUTH STREET, SUITE 2200 BALTIMORE, MD 21202-3281 Attorney for: PLAINTIFF Telephone: 410-385-5072 Supreme Court ID No. 52486 L.L. $.50 Due Prothy $2.00 Other Costs urtis ng, Prot otary By: Deputy Real Estate Sale # 87 On March 5, 2009 the Sheriff levied upon the defendant's interest in the real property situated in Silver Spring Township, Cumberland County, PA Known and numbered as 6499 Carlisle Pilce, Mechanicsburg, More fully described on Exhibit "A" filed with this writ and by this reference incorporated herein. Dater March 5, 2009 By~ C~~ ~~, - .~-~-/ ~~ I -..» _t;~c~ ~'~~r-t --,~-, ~~,-`= G J~~1 PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF CUMBERLAND Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, viz: _ May 1, May 8, and May 15, 2009 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time, place and character of publication are true. ~- isa Marie Coyne, E for SWORN TO AND SUBSCRIBED before me this 5 day of Ma,,~09 - Notary NOiARIAI SEAL DEBORAH A COLLINS Notary Public CARLISLE BORO, CUMBERLAND COUNN My Comm(ssfon Expires Apr 28, 2010 REAL ESTATE SALE NO. 87 Writ No. 2009-617 Civil Manufacturers and Traders Trust Company vs. Shoppes at Silver Spring Atty.: Michael D. Nord EXHIBIT A THE PREMISES ALL THAT CERTAIN tract of land situate in Silver Spring Township, Cumberland County, Commonwealth of Pennsylvania, being known as Lot No. 2, as shown on a Final Subdivi- sion Plan titled Silver Spring at Maz- ket Place, prepazed by Raudenbush Engineering, Inc., Job No. 04100, sheet SD-2, dated May 20, 2005, last revised July 12, 2005, being more fully bounded and described as fol- lows to wit: BEGINNING at a concrete monu- ment on the southerly right-of-way line (variable width) of Carlisle Pike (S.R. 0011) and a 30 foot wide right- of-way adjoining lands now or for- merly of Sutliff Enterprises, Inc. (deed book K-36, page 1147); THENCE along the aforementioned southerly right-of-way of Carlisle Pike the fol- lowing three (3) courses: 1. South 88° 37' S7" East, 50.00 feet to an iron pin; 2. North O1° 22' 03" East, 10.00 feet to a concrete monument; 3. South 88° 37'57" East, 236.03 feet to an iron pin at lands now or formerly of lot no. 1 of the aforemen- tioned subdivision plan; THENCE in and through a 26 foot wide shazed access easement and along said lands of lot no. 1 of the aforemen- tioned subdivision plan, South O1° 29' 29" West, 623.96 feet to an iron pin along a 50 foot wide right-of-way adjoining lands now or formerly of UD Properties, LP (deed book 262, page 4523; plan book 68, page 62); THENCE along said 50 foot wide right-of-way, North 89° 05' 09° West, 313.60 feet to an iron pin along the aforementioned 30 foot wide right-of- way adjoining lands of the same and lands of the aforementioned Sutliff Enterprises, Inc.; THENCE along said 30 foot wide right-of--way, North 04° 32' 48° East, 517.24 feet to a concrete monument along the aforementioned right-of-way line of Carlisle Pike, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING THE SAME PREMISES which Memco Realty Company, a partnership, consisting of Charles P. Medico; Thomas A. Medico; William P. Medico, II; Tina Medico Aquilina; Charles S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico by Corrective Deed dated May 11, 1999 and recorded in the Office of the Recorder of Deeds of Cumberland County in Deed Book 200 page 680 granted and conveyed to Memco Realty Company, a Penn- sylvania General Partnership, con- sisting of Charles P. Medico; Thomas A. Medico; William P. Medico, II; Tina Medico Aquilino; Charles S. Medico, Jr. ;Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico. BEING PARCEL NUMBER: 38-19- 1610-004. wThe Patriot-News Co. 812 Market St. • Har~'isburg, PA'171O~1 Inquiries - 717-255-8213 CUMBERLAND COUNTY SHERIFFS OF CUMBERLAND COUNTY COURT HOUSE CARLISLE PA 17013 ~I1e ~latriot-News Now you know THE PATRIOT NEWS THE SUNDAY PATRIOT NEWS Proof of Publication Under Act No. 587, Approved May 16, 1929 Commonwealth of Pennsylvania, County of Dauphin} ss Joseph A. Dennison, being duly sworn according to law, deposes and says: That he is the Assistant Controller of The Patriot News Co., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 812 to 818 Market Street, in the City of Harrisburg, County of Dauphin, State of Pennsylvania, owner and publisher of The Patriot-News and The Sunday Patriot-News newspapers of general circulation, printed and published at 812 to 818 Market Street, in the City, County and State aforesaid; that The Patriot-News and The Sunday Patriot-News were established March 4th, 1854, and September 18th, 1949, respectively, and all have been continuously published ever since; That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular daily and/or Sunday/ Metro editions which appeared on the date(s) indicated below. That neither he nor said Company is interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time, place and character of publication are true; and That he has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on behalf of The Patriot-News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds in and for said County of Dauphin in Miscellaneous Book "M", Volume 14, Page 317. PUBLICATION COPY This ad ran on the date(s) shown below: 04/24/09 . . Sworn to d scribed before me this 12'd~ of May, 2009 A.D. ~~ , ~- {~ Notary Public COMMONWEALTH OF PENNSYLVANfA Notarial Seal Sherrie L Vtisner, Notary Public CRy Of Heurfaburg; E>auphir- County My Commrssbn Expkea Nov. 26, 2011 Member, PennsyMenla AeeociatMn of Not~Aem 05101 /09 05/08/09 Real Estate Sale No. 87 Writ No. 2009-817 Clvll Term Manufacturers and Traders Trust Company VS .Shoppes at Silver Spring Attorney Michael D. Nord LEGAL DESCRIPTION EXHIBIT A ~r THE PREMISES ALL THAT CERTAIN tract of land situate in Silver Spring Township, Cumberland County, Commonwealth of Pennsylvania, being known as Lot No. 2, as shown on a Final Subdivision Plan titled Silver Spring at Mazket Place, prepared by Raudenbush Engineering, Inc., Job No. 04100, sheet SD-2, dated May 20, 2005, last revised"July 12, 2005, being more fully bounded and described as follows to wit: BEGINNING at a concrete monument on the southerly right-of-way line (vaziable width) of Carlisle Pike (S.R. 0011) and a 30 foot wide right-of-way adjoining lands now of formerly of Sutliff Enterprises, Inc. (deed book K-36, page 1147); THENCE along the aforementioned southerly right-of-way of Carlisle Pike the following three (3) courses: South 88 degrees 37' S7" East, 50.00 feet to an iron pin; North Ol degrees 22' 03" East, 10.00 feet to a concrete monument; South 88 degrees 3T 57" East, 236.03 feet to an iron pin at land now or formerly of lot no. 1 of the aforementioned subdivision plan; THENCE in and through a 26 foot wide shared access easement and along said lands of lot no. 1 of the aforementioned subdivision plan, South O] degrees 29' 29" West, 523.96 feet to an iron pin along a 50 foot wide right-of-way adjoining lands now or formerly of UD Properties, LP (deed book 262, page 4523; plan book 68, page 62); THENCE along said 50 foot wide right-of- way, North 89 degrees OS 09" West, 313.60 feet to an iron pin along the aforementioned 30 foot wide right-of-way adjoining lands of the same and lands of the aforementioned Sutliff Enterprises, Inc.; THENCE along said 30 foot wide right-of-way, North 04 degrees 32' 48" East, 517.24 feet to a concrete monument along the aforementioned right-of-way line of Cazlisle Pike, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING THE SAME PREMISES which Memco Realty Company, a Partnership, consisting of Chazles P. Medico; Thomas A. Medico; William P. Medico, II; Tina Medico Aquilina; Chazles S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico by Corrective Deed Gated May 11, 1999 and recorded in the Office of the Recorder of Deeds of Cumberland County in Deed Book 200 page 680 granted and conveyed unto Memco Realty Company, a Pennsylvania General Partnership, consisting of Charles P. Medico; Thomas A, Medico; William P. Medico, II; Tina Medico Aquilina; Chartes S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico. BEING PARCEL NUMBER: 38-19-1610-004 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R ANder~ri Sheriff Jody S Smith Chief Deputy ~~,~r,ta c~t ~iuiw~~,r~~t~ ~~ .;; ~yR `F`. FIL~~, 1,' it f 2J10~-:~'~ z~ ~MII~ Sl Edward L Schorpp Solicitor ~a~~~ E;~~-..E~~~~z~r~ } f i. ry 1 . ~.' w v\t!~'~! ! r\ Manufacturers and Traders Trust Company vs. Shoppes at Silver Spring Case Number 2009-617 SHERIFF'S RETURN OF SERVICE 12/21/2009 Shawn Harrison, Deputy Sheriff, who being duly sworn according to law, states that on 12/21/09 at 2105 hours, he posted a true copy of the within Real Estate Writ, Notice, Poster and Description, in the above entitled action, upon the property of Shoppes At Silver Spring, located at, 6499 Carlisle Pike, Mechanicsburg, Cumberland County, Pennsylvania according to law. 02/05/2010 Ronny R. Anderson ,Sheriff who being duly sworn according to law, states that he made a diligent search and inquiry for the within named defendant to wit: Shoppes at Silver Spring, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Schuylkill County, Pennsylvania to serve the within Real Estate Writ, Notice of Sale and Description according to law. Schuylkill County Return and now the, 2nd day of February, 2010, served the within Real Estate Writ, Notice of Sale and Description upon Shoppes at Silver Spring, Attn: Eric Cremo, the defendant, by making known unto Eric Cremo at 463 Church Street, Minersville, Pennsylvania its contents and at the same time handing to him a true and correct copy of the same. So Answers: Jennifer Rainis, Deputy Sheriff of Schuylkill County, Pennsylvania. 03/03/2010 Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that after due and legal notice had been given according to law, he exposed the within described premises at public venue or outcry at the Courthouse, Carlisle, Cumberland County, Pennsylvania on March 3, 2010 at 10:00 o'clock A.M. He sold the same for the sum of $1.00 to Attorney Micheal Nord, on behalf of ,being the buyer in this execution, paid to Sheriff Ronny R. Anderson, the sum of $ 1098.66 SHERIFF COST: $1,098.66 SO ANSWERS, .,. ---- May 21, 2010 RON R ANDERSON, SHERIFF a~o© ter- Ga~ . s~ c~ Pd. 7~oc: ~ io GautySuite Shenff. Te?ecsofi. InG. ~~ On November 25 2009 the Sheriff levied upon the defendant's interest in the real property situated in Silver Springs Township, Cumberland County, PA, Known and numbered 6499 Carlisle Pike, Mechanicsburg, more fully described on Exhibit "A" filed with this writ and by this reference incorporated herein. Date: November 25, 2009 By: Real Estate Coordinator f V~~, ~ _ C +~y l3 "' ~S~ r-... =.~Y ~~ "" ''.~,1 ~. .i" ~ 1(.~ ~` UPI No. 38-19-1610-074 Assignment of Open End Mortgage For value received, Manufacturers and Traders Trust Company ("Assignor"), hereby assigns and transfers to Chesapeake Holdings Shoppes, LLC ("Assignee"), without recourse, representation, warranty or guaranty of any kind or nature, by and between the Assignor and the Assignee: the Open End Mortgage dated February 10, 2006 and recorded on February 14, 2006, executed by Shoppes At Silver Spring for the benefit of the Assignor and recorded among the Land Records of Cumberland County, Pennsylvania in Book 1940, page 1547, et. seq. in the original principal amount of $3,955,000.00 encumbering property located in Cumberland County, Pennsylvania as described in Exhibit A. TO HAVE AND TO HOLD unto the Assignee and its successors and assigns forever. IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed on this 21st day of April, 2010. WITNESS/ATTEST: ASSIGNOR: Manufacturers and Traders Trust Company >~ ~~ ~ r -s - ~'~ By: (SEAL) ~, c~ ~ ~.~ „i angan, Vice President ACKNOWLEDGMENT Commonwealth of Pennsylvania, city/county of~ ~.~ , TO WIT: I HEREBY CERTIFY, that on this 22nd day of April, 2010, before me, the undersigned, a Notary Public of the jurisdiction aforesaid, personally appeared Keith Mangan, who acknowledged himself to be a Vice President of Manufacturers and Traders Trust Company, and who further .acknowledged that he, as such Vice President, being authorized to do so, executed the foregoing Assignment for the purposes therein contained on behalf of Manufacturers and Traders Trust Company. IN WITNESS MY Hand and Notarial Seal. My Commission Expires: 6~~6}iAL~.~1i\It~i'~r`lE ~_ /^,C ~i1Vir~\iL~e%~'s` _' ~fOTu7l^~S. ;7?a~ ,lEnnifer L h%~E~hFit~<<s; i+do~ry P~a~il~ i C~rjOfAttoora, ~s~:i~ Cau~°~fy ~~~f3'3i11S&SiOfE ~XCii'c ~ ":^^ ix_ %~?it':' 4~1am5nr, PennsyEvani~l,~~s .. - ~r;; r SEAL) EXHIBIT A PARCEL NUMBER: 38-19-1610-074 THE PREMISES All that certain tract of land, being known as Iot no. 2, being shown on a final subdivision play titled Silver Spring Market Place, prepared by Raudenbush Engmeermg, Inc., job no. 04100, sheet SD-2, dated May 2D, 2005, last revised July 12, 2005, being more fully bounded and descnbeti as follows to wit: BEGINNING at a concrete monument on the southerly right-of-way line (variable width) of Carlisle Pike (SR 0011) and a 30 foot wide right-of--way adjoining ]ands now or fnrmerIy of Sutli$Enterprises, Inc. (deed book K- 36, page 1147); THENCE along the aforementioned southerly right-of-way of Carlisle P~7ce the following three (3) courses: ~ _ 1. South 88° 37' S7" East, 50.00 feet to an iron pin; 2. North O1 ° 22' 03" East, 10,00 feet to a concrete monument; 3. South 88° 37'S7" East, 236.03 feet to an iron pin at Iaads now or formerly of lot no. I of the af~+~*=+P*±++oned subdivision plan; 'T'HENCE in and through a 26 foot wide shared access easement and along said lands of lot no. 1 0~ the aforementioned subdivision plan, South O1 ° 29' 29" West, 523.96 feet to an iron pin along a SO foot wide right~f- way adjoining lands now ar formerly of UD Properties, I.P (deed book 262, page 4523; play book 68, page 62); TJHTICE along said SO foot wide right-of-avay, North 89° OS' 09" West, 313.60 feet to an iron pia along the. aforementioned 30 foot wide right-of-way adjoining lands of the same and lands of the aforementioned Sutliff Enterprises, Inc.; THENCE along said 30 foot wide right-of-way, North 04° 32' 48" East, 517.24 feet to a concrete monument along the aforementioned right-af-way line of Cazlisle P~1ce, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING THE SAME FREMISES which Memco Realty Compaa}+, a Partnership, consisting of Charles P. Medico; Thomas A Medico; William P. Medico, II; Tina Medico Aquilino; Charles S. Medico, Jr.; Lawrence P. Medico; Tina Medico Anzalone and Cataldo Medico by Corn:ctive Deed dated May 11, 1999 and recorded in the Office of the Recorder of Deeds of Cumberland County in Deed Book 200 page 680 granted and comreyed unto Memco Realty Company, a Pennsylvania General Partnership, consisting of Charles P. Medico; Thomas A. Medico; William P. Medico, II; Tina Medico Aquilino; Charles S. Medico, Jr,; Lawrence P. Medico; Tina Medico Aazalone and Cataldo Medico. BEING THE SAME PREMISES subsequently conveyed to Shoppes at Silver Spring by Deed recorded in Book 273, page 810. „ ,The Patriot-News Co. 812 Market St. Ha'rr'isburg, PA 17101 Inquiries - 717-255-8213 CUMBERLAND CO. SHERIFFS OFFICE CUMBERLAND COUNTY COURT HOUSE cZhe~latriot N¢ws NOw you know CARLISLE PA 17013 THE PATRIOT NEWS THE SUNDAY PATRIOT NEWS Proof of Publication Under Act No. 587, Approved May 16, 1929 Commonwealth of Pennsylvania, County of Dauphin} ss Marianne Miller, being duly sworn according to law, deposes and says: That she is a Staff Accountant of The Patriot News Co., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 812 to 818 Market Street, in the City of Harrisburg, County of Dauphin, State of Pennsylvania, owner and publisher of The Patriot-News and The Sunday Patriot-News newspapers of general circulation, printed and published at 812 to 818 Market Street, in the City, County and State aforesaid; that The Patriot-News and The Sunday Patriot-News were established March 4th, 1854, and September 18th, 1949, respectively, and all have been continuously published ever since; That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular daily and/or Sunday/ Metro editions which appeared on the date(s) indicated below. That neither she nor said Company is interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time, place and character of publication are true; and That she has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on behalf of The Patriot-News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds in and for said County of Dauphin in Miscellaneous Book "M", Volume 14, Page 317. PUBLICATION COPY This ad ran on the date(s) shown below: 01/22/10 c "` Sworn to and~ubscribed before me thisi24,d'a~~eJaru~ "• -- Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Sherrie L Kisner, Notary Public i City Of Hanisbui!g, Dauphin County ~ My Commissior: Expires Nov. 26, 2011 2010 A.D. l,_ 01/29/10 02/05/10 i~ilember, PennsNlvania Association of Notaries Oo~'M~r. ~ C~11~ M1~N~uNri t~d~lls~tl~br7 (wait. CotnPonY vs. ~ ~ Sliver ~, Attn: ~°t`k CwrtP~ Arty: wletr~t F~tbt!#st AIl that attain traot df land, being ]mown as lot no. ~, ~eingsTit~vn on a ltmal sab~vieiam plan titled Sr3ver Spring 1-tarket Pface; pepared by> Raudcnbush Et>gilg, Ltc., job no. 0410U, st~x s~-~, y~~ may, zo; zoos, t July 12, 21105, being mae fully. and' described as follows to wit: B.EGINNINC at a ' concrete :moettmettt on` fhe ~trtlerl}~ tight-af- way line (variable width) of Carlisle Pike (S.1t0011) and a 30' foot wide right-uf-way. . adjoining lands- now: of fornxsly' of Sutliff Enterprises, Inc. (deed book K-36 Page 11d7J; THENCE-along the aforementioned southerly rightof-+ray' of Carlisle Pike the following wee (3)causear 1: South 88° 3T 5T'lasE, ~O.OO feet to an iron; pin; 2. ,Nonh 0122' 03" East;' 10.00 feef=d a C~reete moeament, 3.5outh $8°~ 3757" East, 23d.~3 feet to ari iron pin, at' 18nds aott+ of formerly of la no. 1 of the afooned agbdivisioa;plan; THENCE in sad through a 26 foot wide shat'ed~iss-ease>~e,ffi ~ along saW lands of lot n .. Z ~ of the aforementioned stdtdivision plan, South 0129' 2g" Vlrest, 523.96 fact fo'au iron pin along a 50 foot wide right-of- way adjdmitg now a formatty of tTD Propetdes, Ll~ (deed book 262, page 4523; pen bo~c:68; page fi27: THENCE along said ~ fdOt wide' tight•of-way, Noath 89° OS 09" WeBt, 313.G11 feet to sa its pin alatg 'the aforememia~ned 30 foot aide rightof-way e~J~-88 leads of tfio same and lands of me aforoigentioned Sntlhiff Enterprises, ,Inc.; T along said 30 foot wide right-of--Way, Niirtth 04'.32' 481 East, 517:24 feet to a concrete monument along the afaemeutloned ' right-ot-way fate of Carlisle Pike, sal cOnctiate mdntbeing ttie PLACE OF 81NII~lG. Contalelttg 3;599 aa~s. 131'!x. tit~t&1~: 38-19=' it?~(~14' ~~: ~e~. ~~ PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss. Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, viz: January 22, January 29, and Febru 5, 2010 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time, place and character of publication are true. is arie Coyne, Editor SWORN TO AND SUBSCRIBED before me this 5 day of February, 2010 ~ ~ ~~ Notary N0IARIAL SEAL DEBORAH A COLLINS Notary Public CARU5LE BORO, CUMBERLAND COUNTY My Commission Explrss Apr 28, 2010 Writ Ifo. 2009-617 Civil Manufacturers and Traders Trust Company vs. Shoppes at Silver Spring Attn: Eric Cremo Atty: Merritt Reitzel All that ecrtain tract of land, being known as lot no. 2, being shown on a Final subdivision plan titled Silver Spring Market Place, prepared by Raudenbush Engineering, Inc., job no. 04100, sheet SD-2, dated May 20, 2005, last revised July 12, 2005, be- ingmore fully bounded and described as follows to wit: BEGINNING at a concrete monu- ment on the southerly right-of-way line (variable width) of Carlisle Pike (S.R.0011) and a 30 foot wide right- of-way adjoining lands now or for- merly of Sutliff Enterprises, Inc. (deed book K-36, page 1147); THENCE along the aforementioned southerly right-of-way of Carlisle Pike the fol- lowing three (3) courses: 1. South 88° 37' S7' East, 50.00 feet to an iron pin; 2. North O1 22' 03" East, 10.00 feet to a concrete monument, 3. South 88° 3757" East, 236.03 feet to an iron pin at lands now or formerly of lot no. 1 of the aforemen- tioned subdivision plan; THENCE in and through a 26 foot wide shared ac- cess easement and along said lands of lot no. 1 of the aforementioned subdivision plan, South O1 29' 29" West, 523.96 feet to an iron pin along a 50 foot wide right-of- way adjoining lands now or formerly of UD Proper- ties, LP (deed book 262, page 4523; plan book 68, page 62); THENCE along said 50 foot wide right-of-way, North 89° 05 09" West, 313.60 feet to an iron pin along the aforementioned 30 foot wide right-of-way adjoining lands of the same and lands of the aforementioned Sutlhiff Enterprises, Inc.; THENCE along said 30 foot wide right-of-way, North 04° 32' 481 East, 517.24 feet to a concrete monument along the aforementioned right-of-way line of Carlisle Pike, said concrete monument being the PLACE OF BEGINNING. Containing 3.599 acres. BEING PARCEL NUMBER: 38-19- 1610-074. PROPERTY ADDRESS: 6499 Car- lisle Pike, Mechanicsburg, PA. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND } SS: I, Robert P. Ziegler, Recorder of Deeds in and for said County and State do hereby certify that the Sheriff s Deed in which CHESAPEAKE HOLDING SHOPPES LLC is the grantee the same having been sold to said grantee on the 3RD day of MARCH A.D., 2010, under and by virtue of a writ Execution issued on the 24TH day of NOV, A.D., 2009, out of the Court of Common Pleas of said County as of Civil Term, 2009 Number 617, at the suit of MANUFACTURES & TRADERS TR CO against SHOPPES AT SILVER SPRING is duly recorded as Instrument Number 201013351. IN TESTIMONY WHEREOF, I have h_ ~ unto set my hand and seal of said office this p7 ~ '~C day of A.D. c~ D / D ~Torder of Deeds Recorder of Cianbeda~d t~anm, Carlisle, PA t,~y Comrn' . F.~i-es the Frst Monday of Jan. 2014 ~ ~ , O f ' a IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Petitioner, * Civil Action -Confessed Judgment v. * SHOPPES AT SILVER SPRING 463 Church Street * Case No.: 09-617 Civil Term Minersville; Pennsylvania 17954, * and * METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, * and * cv~ -~ ,_~ STEPHEN PAUL CREMO * -~ n" ~ ~"' ~ 10 Houston Drive ~ ~ ~ ~,= Mechanicsburg, Pennsylvania 17055, * ~..~.~ ~ ~~ `;r w -+~ PAUL JOSEPH CREMO =;~-= ~ ~~ ~~~a 8 Cicada Drive * r,, ~-~ Mechanicsville, Pennsylvania 17055, -`~ ~'' =~ * and * LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, and SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, * Defendants. * * * * * * * * * * * * * * PETITION UNDER SECTION 8103(A) TO FIX FAIR MARKET VALUE OF PROPERTY SOLD 2 NOTICE TO DEFENDANTS To the Respondents: You have been sued in court. The petition set forth in the following pages requests the court to determine the amount which should be credited against any liability you may have to the petitioner as a result of the purchase by the petitioner at an execution sale of the real property described in the petition. If you wish to defend against the petition, you must take action within twenty (20) days after this petition and notice are served upon you, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the matters set forth in the petition. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any claim or relief requested by the petitioner. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 717-249-3166 3 1. The Plaintiff and the last known address thereof is: Manufacturers and Traders Trust Company One M&T Plaza Buffalo, New York 14203 2. The Defendants and their last known addresses are: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 Mirka Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 James Andrew Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 Nadine P. Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 4 5 Carole Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Eric Emil Cremo 463 Church Street Minersville, Pennsylvania 17954 Silver Springs Market Square, LLC 463 Church Street Minersville, Pennsylvania 17954 3. This Petition for determination of fair value is being filed pursuant to Section 8103(a) of the Pennsylvania Judicial Code. 4. The original judgment was filed in the Court of Common Pleas for Cumberland County, Pennsylvania and initiated as a Confession of Judgment Case No. 09-617 Civil Term. The amount of the original judgments entered against the Defendants in the initial proceeding is as follows: The itemization of the amount due under Note 1 is as follows: Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER FIRST NOTE as of 1/16/09: $4,364,134.50 Principal: $ 592,323.27 Interest (as of 01/16/09}: $ 5,129.48 (per diem = $111.42} 5 ti Attorney's Fees (10% of $597,4S2.7S); $ 59,745.00 Late Fees: $ 2S1.6S TOTAL DUE UNDER SECOND NOTE as of 1/16/09: $ 657,449.40 4. The property was struck down and sold to the Petitioner at a Sheriff s sale on march 3, 2010 and the Sheriff s Deed was delivered and recorded on May 24, 2010. S. The property sold is generally known as 6499 Carlisle Pike, Mechanicsburg, Pennsylvania 17050 ("Property"). Tt is approximately 3.6 acres zoned Highway Commercial with a one-story retail strip center located on the premises. 6. The fair market value of the Property is $2,900,000.00. This is based on a sale of the Property on November 1, 2010. WHEREFORE, the Petitioner respectfully requests that the Court fix the fair market value of the Property at the value set forth in this Petition in the amount of $2,900,000.00. Date: November 2, 2010 /~ i c~ Michael D. Nord Pennsylvania Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 410-385-5072 Counsel for Plaintiff, Manufacturers and Traders Trust Company 6 VERIFICATION Understanding that false statements made in this verification are subject to the penalties of 18 Pa C.S.A. 4904 relating to unsworn falsification of authorities, I verify that I am a Vice President of Manufacturers and Traders Trust Company, the Plaintiff in the above-captioned matter, and that I am authorized to make this verification on the Plaintiff's behalf. P. MANGAN, Vice President 7 MANUFACTURERS AND TRADERS TRUST COMPANY, One M & T Plaza Buffalo, NY 14203 Petitioner IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. SHOPPES AT SILVER SPRING METRO CREMO & SONS, INC., STEPHEN PAUL CREMO PAUL JOSEPH CREMO LAWRENCE JUDE CREMO MIRKA CREMO JAMES ANDREW CREMO NADINE P. CREMO JOHN METRO CREMO CAROLE CREMO ERIC EMIL CREMO SILVER SPRINGS MARKET SQUARE, LLC Defendants 09-617 CIVIL TERM C-) tea' o ?"r= 70 r < ?rr+ 'a 4 ca O ?a b - n C-) =C) w O m --c ORDER OF COURT AND NOW, this 15t?' day of November, 2010, upon consideration of Petitioner's Motion to Fix Fair Market Value of Property Sold, IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Parties to show cause why the Petitioner is not entitled to the relief requested; 2. The Parties will file an answer to this petition on or before December 6, 2010; 3. The Prothonotary is directed to forward said Answers to this Court. 4. Any depositions needed for this matter shall be completed by December 31, 2010; 5. A hearing/argument on the matter will be held on Thursday, January 6, 2011, at 9:00 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. By the Court, N?? M. L. Ebert, Jr., ( \ J. ?el D. Nord, Esquire Attorney for Plaintiff Defendants bas GdF Iler MA t Lcc? I MANUFACTURERS AND TRADERS TRUST COMPANY, One M & T Plaza Buffalo, NY 14203 Petitioner IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. SHOPPES AT SILVER SPRING METRO CREMO & SONS, INC., STEPHEN PAUL CREMO PAUL JOSEPH CREMO LAWRENCE JUDE CREMO MIRKA CREMO JAMES ANDREW CREMO NADINE P. CREMO JOHN METRO CREMO CAROLE CREMO ERIC EMIL CREMO SILVER SPRINGS MARKET SQUARE, LLC Defendants 09-617 CIVIL TERM C- cn -.j c7 C 7 -7 .- C-0 ro ORDER OF COURT AND NOW, this 6th day of January, 2011, upon consideration of Petitioner's Motion to Fix Fair Market Value of Property Sold and Plaintiff's counsel having indicated that he did not get notice of the hearing and having requested a continuance of this hearing to allow for possible resolution, I IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Parties to show cause why the Petitioner is not entitled to the relief requested; 2. The Parties will file an answer to this petition on or before January 28, 2011; 3. The Prothonotary is directed to forward said Answers to this Court. 4. A hearing/argument on the matter will be held on Wednesday, March 23, 2011, at 10:30 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. By the Court, Michael D. Nord, Esquire Attorney for Plaintiff Defendants listed below Shoppes at Silver Spring 463 Church Street Minersville, PA 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, PA 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, PA 17050 Paul Joseph Cremo 8 Cicada Drive Mechanicsburg, PA 17050 ?k'-t ?AA \ M. L. Ebert, Jr., J. .fed Cope ?I?,II l '?'Lawrence Jude Cremo 27 Cardamon Drive Mechanicsburg, PA 17050 (Mirka Cremo 27 Cardamon Drive Mechanicsburg, PA 17050 'James Andrew Cremo 944 Bethany Mount Road Cheshire, CT 06410 Nadine P. Cremo 944 Bethany Mount Road Cheshire, CT 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, PA 17055 Carole Cremo 5 Monarch Lane Mechanicsburg, PA 17055 Eric Emil Cremo 463 Church Street Minersville, PA 17954 Silver Springs Market Square, LLC 463 Church Street Minersville, PA 17954 bas IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA IN RE: Paul J. Cremo Case N o. 10-09624 • b/ 7 Paul J. Cremo mo Movant(s) V. Chapter 7 -n - r Ss9 ;tm M {-- Manufactures and Traders Trust Company co ? c/o Michael D. Nord, Esq. ?-.Z c .w ..,., Gebhardt & Smith, LLP `n One South Street, Suite 2200 Baltimore, MD 21202-3281 T J Defendant(s) =' ORDER The Debtor's motion to avoid a judicial lien is hereby approved. The judicial lien filed in the Court of Common Pleas of Cumberland County, Pennsylvania at Manufacturers and Traders Trust Company v. Cremo, number 09-617 Civil Term, is hereby avoided. By the Court, Chw 138*uptc1 Alga (EF) :Tic dwisinew h c1Nctlymic lry o -m:dcrud filed an dw same date. Dated: February 2, 2011 Cask R ? ass uv? 059277 13409059336016 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA c MANUFACTURERS AND TRADERS * -T.,; `- --° TRUST COMPANY r.` i One M&T Plaza Buffalo, New York 14203, ,-<. G-, c t Petitioner, - ?-? r-, r, * Civil Action- Confessed Judgmed; V. _< ? a * SHOPPES AT SILVER SPRING 463 Church Street * Case No.: 09-617 Civil Term Minersville, Pennsylvania 17954, * and * METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, * and * STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, * PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, * and * LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and ERIC EMIL CREMO 463 Church Street Minersville, Pennsylvania 17954, and SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, * Defendants. * * * * * * * * * * * * * * AFFIDAVIT OF SERVICE TO DEFENDANTS 2 To the Prothonotary: Attached as Exhibit "A," please find the original certified response cards signed by the Defendants, Eric Cremo, John Cremo (Carol Cremo spouse) and Nadine Cremo (James Cremo spouse). I, Michael D. Nord, swear and affirm under the penalties of perjury subject to the penalties of 18 Pa C.S.A. 4904 relating to unsworn falsification of authorities that the aforementioned Defendants were served with: (1) the Petition under Section 8103(A) to Fix Fair Market of Real Property Sold ("Petition"); and (2) the Rule of Court dated January 6, 2011 requiring the Defendants to Show Cause why an answer was not originally filed with respect to the Petition, copies of which pleadings are attached hereto as Exhibit "B" and incorporated by reference herein. In addition, Lawrence Cremo and Mirka Cremo, spouse are represented by Gary Imblum who advised the undersigned that he would not be filing an answer on their behalf to the Petition. A true and accurate verification of this from Mr. Imblum is attached hereto as Exhibit "C" and incorporated by reference herein. Finally, the Plaintiff has not served and does not seek a judgment against the Defendants, Shoppes at Silver Spring, Metro Cremo & Sons, Inc., Stephen Paul Cremo, Paul Joseph Cremo or Silver Springs Market Square, LLC. Date: March 15, 2011 1 ? ? n ?N ichael D. Nord Pennsylvania Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 410-385-5072 Counsel for Plaintiff, Manufacturers and Traders Trust Company 3 ¦ LMT=2, and 3. Also complete Delivery is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Nadine P. Cremo 944 Bethany Mount Road Cheshire, CT 06410 A. r X - ? Agent ? Addressee B. Received (P hied N jg?e of Delivery D. Is delivery address different If YES, enter delivery add ow: ? Ln 10? 3. Service Type 4P Certified Mall ? Express Mail ? Registered ® Return Receipt for Merchandise ? insured mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) u Yes 2. Article Number 7 010 1870 0003 2387 6584 `? mmnsfer from service Abso Ps Form 3811, February 2004 Domestic Return Receipt 102595.02-M-1540 ; ¦ 14atricted ems 1, 2, and 3. Also complete Rein Delivery Is d esired. Priname and address on the reverse so tcan return the card to you. ¦ Attacard to the back of the mallplece, or on the front If space permits. 1. Article Addressed to: John Metro Cremo 5 Monarch Lane Mechanicsburg, PA 17055 A. Signature t^ "! fl' X? m ° Agent ? Addressee B. Received by (Printed Name) C. Date of Delivery D. Is dell address d Rem 17 ? Yes If YES, enter d ? No LIAR ? ?r? 3. Servk a Type ¦ Certified I ? Registered Reoelpt for Merchandise ? inwred mail ? C.O.D. 4. Restricted Delivery? (Etttra Fee) sir Yes EXHIBIT A 2. Article N°,m?e 7010 1870 0003 2387 6591 10. - Ps Form 3811, February 2004 Domestic Retum Receipt 102595-02-M-1540 ¦ Co? items 1, 2, and 3. Also complete tri ff Rescted Delivery Is decked. ¦ Prin our name and address on the revers e so ffft we can return the card to you. A. 13 Agent ¦ Attach this cans to the back of the mailplece, or on the front if space permits. 1. Article Addressed to: Eric Emil Cremo 463 Church Street Minersville, PA 17954 B. R y (Pri? C.at of / livery D. Is delivery addrreg dUferent from Rem 1? ? es If YES, enter delivery address below: ? No 3. Service Type 11 Certified Mail ? Express Mall ? Registered B Return Receipt for Merchandise ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) d Y. 2. Article Number 7010 1870 0003 2387 6393 (Dwx*r from service kLW I Ps Form 3811, February 2004 Domestic Retum Receipt 1y 1 i 4 4k! -M EXHIBIT B IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, * Petitioner, * Civil Action - Confessed Judgment V. * SHOPPES AT SILVER SPRING 463 Church Street * Case No.: 09-617 Civil Term Minersville; Pennsylvania 17954,. * and * METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, * and * STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, PAUL J06PH CREMO * 8 Cicada Drive Mechanicsville, Pennsylvania 17055, * and * LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and ERIC EMIL CREMO * . 463 Church Street Minersville, Pennsylvania 17954, and SILVER SPRINGS MARKET .SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, * Defendants. * * * * * * * * * * * * * PETITION UNDER SECTION 8103(A) TO FIX FAIR MARKET VALUE OF PROPERTY SOLD 2 NOTICE TO DEFENDANTS To the Respondents: You have been sued in court. The petition set forth in the following pages requests the court to determine the amount which should be credited against any liability you may have to the petitioner as a result of the purchase by the petitioner at an execution sale of the real property described in the petition. If you wish to defend against the petition, you must take action within twenty (20) days after this petition and notice are served upon you, by entering a written,appearance personally or by attorney and filing in writing with the court your defenses or objections to the matters set forth in the petition. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any claim or relief requested by the petitioner. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 717-249-3166 1. The Plaintiff and the last known address thereof is: Manufacturers and Traders Trust Company One M&T Plaza. Buffalo, New York 14203 2. The Defendants and their last known addresses are: Shoppes at Silver Spring 463 Church Street Minersville, Pennsylvania 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, Pennsylvania 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, Pennsylvania 17055 Paul Joseph Cremo 8 Cicada Drive Mechanicsville, Pennsylvania 17055 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 Mirka Cremo . 27 Cardamon Drive Mechanicsville, Pennsylvania 17055 James Andrew Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 Nadine P. Cremo 944 Bethany Mt. Road Cheshire, Connecticut 06410 John Metro Cremo' 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 4 Carole Cremo 5 Monarch Lane Mechanicsburg, Pennsylvania 17055 Eric Emil Cremo 463 Church Street . Minersville, Pennsylvania 17954 Silver Springs Market Square, LLC 463 Church Street Minersville, Pennsylvania 17954 3. This Petition for determination of fair value is being filed pursuant to Section 8103(a) of the Pennsylvania Judicial Code. 4. The original judgment was filed in the Court of Common Pleas for Cumberland County, Pennsylvania and initiated as a Confession of Judgment Case No. 09-617 Civil Term. The amount of the original judgments entered against the Defendants in the initial proceeding is as follows: The itemization of the amount due under Note 1 is as follows: Principal: $ 3,880,812.25 Interest (as of 01/16/09): $ 84,990.12 (per diem = $792.59) Attorney's Fees (10% of $3,965,802.37): $ 396,580.00 Late Fees: $ 1,752.13 TOTAL DUE UNDER FIRST NOTE as of 1/16/09: $4,364,134.50 Principal: $ 592,323.27 Interest (as of 01/16/09): $ 5,129.48 (per diem = $111.42) 5 Attorney's Fees (10% of $597,452.75): $ 59,745.00 Late Fees: $ 251.65 TOTAL DUE UNDER SECOND NOTE as of 1/16/09: $ 657,449.40 4. The property was struck down and sold to the Petitioner at a Sheriff's sale on march 3, 2010 and the Sheriff s Deed was delivered and recorded on May 24, 2010. 5. The property sold is generally known as 6499 Carlisle Pike, Mechanicsburg, Pennsylvania 17050 ("Property"). It is approximately 3.6 acres zoned Highway Commercial with a one-story retail strip center located on the premises. 6. The fair market value of the Property is $2,900,000.00. This is based on a sale of the Property on November 1, 2010. WHEREFORE, the Petitioner respectfully requests that the Court fix the fair market value of the Property at the value set forth in this Petition in the amount of $2,900,000.00. Date: November 2, 2010 P` ? t) /n t c? Michael D. Nord Pennsylvania Bar No. 52486 Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202-3281 410-385-5072 Counsel for Plaintiff, Manufacturers and Traders Trust Company 6 VERIFICATION Understanding that false statements made in this verification are subject to the penalties of 18 Pa C.S.A. 4904 relating to unworn falsification of authorities, I verify that I am a Vice President of Manufacturers and Traders Trust Company, the Plaintiff in the above-captioned matter, and that I am authorized to make this verification on the Plaintiff's behalf. ,AIP?P:"M"ANGAN, Vice President 7 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MANUFACTURERS AND TRADERS TRUST COMPANY One M&T Plaza Buffalo, New York 14203, Petitioner, * Civil Action - Confessed Judgment V. * SHOPPES AT SILVER SPRING 463 Church Street * Case No.: 09-617 Civil Term Minersville, Pennsylvania 17954, * and * METRO CREMO & SONS, INC. 463 Church Street Minersville, Pennsylvania 17954, and * STEPHEN PAUL CREMO 10 Houston Drive Mechanicsburg, Pennsylvania 17055, * PAUL JOSEPH CREMO 8 Cicada Drive Mechanicsville, Pennsylvania 17055, * and * LAWRENCE JUDE CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, * and * 1 MIRKA CREMO 27 Cardamon Drive Mechanicsville, Pennsylvania 17055, and JAMES ANDREW CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and NADINE P. CREMO 944 Bethany Mt. Road Cheshire, Connecticut 06410, and JOHN METRO CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and CAROLE CREMO 5 Monarch Lane Mechanicsburg, Pennsylvania 17055, and ERIC EMI, CREMO 463 Church Street Minersville, Pennsylvania 17954, and SILVER SPRINGS MARKET SQUARE, LLC 463 Church Street Minersville, Pennsylvania 17954, Defendants. 2 ORDER DETERMINING FAIR VALUE UNDER SECTION 8103(A) Upon consideration of the Petition Under Section 8103(A) To Fix Fair Market Value of Property Sold filed by the Petitioner, Manufacturers and Traders Trust Company and any opposition thereto, it is this day of by the Court of Common Pleas for Cumberland County, Pennsylvania hereby: ORDERED that the fair market value of the real property generally known as 6499 Carlisle Pike, Mechanicsburg, Pennsylvania 17050, is determined to be $2,900,000.00; and it is further ORDERED that the Judgment entered in this case shall be credited by the amount of $2,900,000.00 to reflect this determination. Judge 3 P S MANUFACTURERS AND TRADERS TRUST COMPANY, One M & T Plaza Buffalo, NY 14203 Petitioner IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. SHOPPES AT SILVER SPRING METRO CREMO & SONS, INC., STEPHEN PAUL CREMO PAUL JOSEPH CREMO LAWRENCE JUDE CREMO MIRKA CREMO JAMES ANDREW CREMO NADINE P. CREMO JOHN METRO CREMO CAROLE CREMO ERIC EMIL CREMO SILVER SPRINGS MARKET SQUARE, LLC Defendants 09-617 CIVIL TERM ORDER OF COURT AND NOW, this 6th day of January, 2011, upon consideration of Petitioner's Motion to Fix Fair Market Value of Property Sold and Plaintiff's counsel having indicated that he did not get notice of the hearing and having requested a continuance of this hearing to allow for possible resolution, IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Parties to show cause why the Petitioner is not entitled to the relief requested; 2. The Parties will file an answer to this petition on or before January 28, 2011; 3. The Prothonotary is directed to forward said Answers to this Court. 4. A hearing/argument on the matter will be held on Wednesday, March 23, 2011, ai 10:30 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. By the Court, h? M. L. Ebert, Jr., J. Michael D. Nord, Esquire Attorney for Plaintiff Defendants listed below Shoppes at Silver Spring 463 Church Street Minersville, PA 17954 Metro Cremo & Sons, Inc. 463 Church Street Minersville, PA 17954 Stephen Paul Cremo 10 Houston Drive Mechanicsburg, PA 17050 Paul Joseph Cremo 8 Cicada Drive Mechanicsburg, PA 17050 Lawrence Jude Cremo 27 Cardamon Drive Mechanicsburg, PA 17050 Mirka Cremo 27 Cardamon Drive Mechanicsburg, PA 17050 James Andrew Cremo 944 Bethany Mount Road Cheshire, CT 06410 Nadine P. Cremo 944 Bethany Mount Road Cheshire, CT 06410 John Metro Cremo 5 Monarch Lane Mechanicsburg, PA 17055 Carole Cremo 5 Monarch Lane Mechanicsburg, PA 17055 Eric Emil Cremo 463 Church Street Minersville, PA 17954 Silver Springs Market Square, LLC 463 Church Street Minersville, PA 17954 bas Page 1 of 1 EXHIBIT C Michael Nord - M and T / Cremo From: Gary Imblum <Gary.Imblum@kodak-imblum.com> To: "Michael Nord (mnord@gebsmith.com)" <mnord@gebsmith.com> Date: 12/28/2010 9:34 AM Subject: M and T / Cremo Mike: I met with Larry Cremo this morning. Be advised that I will not be filing a response to the Motion to Fix fair Market Value. I attach the Personal Financial Statement. Let me know the bank's response to same. Gary file://C:\Users\MNord\AppData\Local\Temp\XPgrpwise\4D 19AF 1BGSDOMAINgspost2l... 3/15/2011