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HomeMy WebLinkAbout14-7126 ADG-1300 PLAZA WEST ASSOCIATES, IN THE COURT OF COMMON PLEAS OF Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA CHESTNUT STREET TOWNHOUSES, LLC, P.J.S. PROPERTIES, INC., and : Y OPEN SKY, INC., : Defendants CIVIL ACTION - LAW PRAECIPE TO TRANSFER JUDGMENT TO THE PROTHONOTARY: Pursuant to Pa.R.C.P. No. 3002, ADG-1300 Plaza West Associates, by and through its undersigned counsel, hereby transfers to this Court the money judgment entered in its favor in the Court of Common Pleas of Dauphin County, Pennsylvania, on December 5, 2014 in the amount of $158,210.00 (along with interest accruing at the per diem rate of $41.67 after December 4, 2014 until paid in full), at Civil Action Docket No. 2014-CV-10642-NT against Chestnut Street Townhouses, LLC, P.J.S. Properties, Inc., and Open Sky, Inc. A certified copy of the docket entries and judgment in the Dauphin County action, which Plaintiff seeks to transfer, are attached hereto as Exhibit"A". McNEES WALLACE &NURICK LLC Date: December 10, 2014 By Clayton W. Davidson PA Attorney I.D. 79139 McNees Wallace &Nurick LLC 100 Pine Street- P. O. Box 1166 Harrisburg, PA 17108-1166 Direct Fax: 717-260-1678 Phone: 717-232-8000 cdavidsonamwn.com Attorneys for Plaintiff, ADG-1300 Plaza West Associates . - _ i��2►uu�n� I �,� In The (Court of (Common PCeag of Mdupbirt QCountp, pennop1bania ADG-1300 Plaza West Associates,LLC VS. No. 2014-CV-10642-NT Chestnut Street Townshouses,LLC, PJ's Properties,Inc. and Open Sky, Inc. CERTIFICATION OF DOCKET ENTRIES AND JUDGMENT I,the undersigned Prothonotary of the Court of Common Pleas of Dauphin County, Pennsylvania, do hereby certify that the attached is a full, true and correct copy of the docket entries in the above captioned case. I further certify that judgment was entered in favor of ADG-1300 Plaza West Associates, Plaintiff and against Chestnut Street Townouses, LLC, P.J.'s Properties, Inc., and Open Sky, Inc., Defendant on December 5, 2014 in said case in the amount of$158,210.00 plus cost. In Tegtimonp Wbereof, I have hereunto set my hand and affixed the seal.of the Court, on Monday, December 08, 2014. GVdA Prothono hry By: ecca Deputy Date: 12/8/2014 Dauphin County User: LBECHTEL Time: 02:39 PM Complete Case History Page 1 of 3 Case: 2014-CV-10642-NT ADG 1300 Plaza West Assoc iatesys.Chestnut Street Townshouses,etal. Filed: 12/5/2014 Subtype: Notes Physical File: Y Appealed: N Comment: Status History Pending 12/5/2014 Pending/Judgment 12/5/2014 Judge History Date Judge Reason for Removal . 12/5/2014 No Judge, Current Payments Receipt Date Type Amount Davidson, Clayton W (attorney f 328338 12/5/2014 Civil Filing 63.75 NcNees Wallace & Nurick, LLC 328404 12/8/2014 Miscellaneous 26.25 Exemplified Record 26.25 Total 90.00 Miscellaneous Receipts Receipt Date 328404 12/8/2014 Exemplified Record 26.25 Sum: 26.25 Plaintiff Name: ADG 1300 Plaza West Associates SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Davidson, Clayton W (Primary attorney) Send Notices Defendant Name: Chestnut Street Townshouses SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Davidson, Clayton W (Primary attorney) Send Notices Date: 12/8/2014 Dauphin County User: LBECHTEL Time: 02:39 PM Complete Case History Page 2 of 3 Case: 2014-CV-10642-NT ADG 1300 Plaza West Assoc iatesys.C hestn ut Street Townshouses, etal. Defendant Name: PJs Properties Inc SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Davidson, Clayton W (Primary attorney) Send Notices Defendant Name: Open Sky Inc SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Davidson, Clayton W (Primary attorney) Send Notices Register of Actions 12/5/2014 New Civil Case Filed This Date. No Judge, Plaintiff: ADG 1300 Plaza West No Judge, Associates Attorney of Record: Clayton W Davidson Filing: Complaint with Confession of No Judge, Judgment Paid by: Davidson, Clayton W (attorney for ADG 1300 Plaza West Associates) Receipt number: 0328338 Dated: 12/5/2014 Amount: $63.75 (Check) For:ADG 1300 Plaza West Associates (plaintiff) Defendant: Chestnut Street Townshouses No Judge, Attorney of Record: Clayton W Davidson Defendant: PJs Properties Inc Attorney of No Judge, Record: Clayton W Davidson Defendant: Open Sky Inc Attorney of No Judge, Record: Clayton W Davidson Date: 12/8/2014 Dauphin County User: LBECHTEL Time: 02:39 PM Complete Case History Page 3 of 3 Case: 2014-CV-10642-NT ADG 1300 Plaza West Assoc iatesys.Chestnut Street Townshouses,etal. Register of Actions 12/5/2014 On Complaint filed Judgment in No Judge, favor of Plaintiff and against Defendant in the sum of One Hundred Fifty-Eight Thousand Two Hundred Ten and 00/100 Dollars ($158,210.00) by virtue of authority contained in the Warrant of Attorney filed dated September 18, 2008 payable installments with interest, costs, etc. ---for colt'n. Inquisition and Exemption Waived. Entered At 12:25 p.m. Stephen E. Farina; Prothonotary Copies of all documents mailed. 12/8/2014 Miscellaneous Payment: Exemplified No Judge, Record Paid by: NcNees Wallace & Nurick, LLC Receipt number: 0328404 Dated: 12/8/2014 Amount: $26.25 (Check) Judgment Order date In Favor Of Disposition Judgment 12/05/2014 Plaintiff 12/05/2014 Open Judgment Comment: 158210.00 Plaintiff: ADG 1300 Plaza West Associates Defendant: Chestnut Street Townshouses Open Sky Inc PJs Properties Inc hereby ce y t foregoing s" true and correct copy f the origi I fi ed. a Prothonota • 1 C(oCS. o ADG-1300 PLAZA WEST ASSOCIATES, IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA j V. N0. '2olq GU )w a N CHESTNUT STREET TOWNHOUSES, LLC, P.J.S. PROPERTIES, INC.,and OPEN SKY, INC., Defendants CIVIL ACTION - LAW NOTICE OF ENTRY OF JUDGMENT N CO3, / T0: Chestnut Street Townhouses,LLC P.J.S. Properties, Inc. 30 Maplewood Avenue 30 Maplewood Avenue Mechanicsburg, PA 17055 Mechanicsburg, PA 17055 c:l Open Sky, Inc. 30 Maplewood Avenue -� Mechanicsburg, PA 17055 r, DEC p You are hereby notified that on December______, ZC}1� a judgment by confession was entered against each of you in the above-captioned case in favor of ADG-1300 Plaza West Associates as follows: Principal: $ 150,000.00 Accrued Interest(10%): $ 710.00 Attorney's Fees 5% commission): $ 7,500.00 Total: $ 158,210.00* *along with interest accruing at the current per diem rate of$41 from December 4, 2014 until paid in full,plus costs{the"Indebtedne's' . i qsE'' 'Ju�i DATE: DEC 0 6 2M4 PROTHONOTARY 0 F C 0 8 2014 Ep it to certi'N:,tat,the 9 I --.............. i I i ADG-1300 PLAZA WEST ASSOCIATES, : IN THE COURT OF COMMON PLEAS ` Plaintiff, . OF DAUPHIN COUNTY, PENNSYLVANIA V. NO. ar-\1%4 C 1 bc�fa N CHESTNUT STREET TOWNHOUSES, j LLC, P.J.S. PROPERTIES, INC.,and OPEN SKY, INC., Defendants CIVIL ACTION - LAW CERTIFICATE OF RESIDENCE 1, Clayton W. Davidson, certify that the addresses for the Defendants are as follows: Chestnut Street Townhouses, LLC P.J.S. Properties, Inc. 30 Maplewood Avenue 30 Maplewood Avenue j Mechanicsburg,PA 17055 Mechanicsburg, PA 17055 r� Open Sky, Inc. 30 Maplewood Avenue Mechanicsburg,PA 17055 The following address for the Plaintiff is as follows: r . ADG-1300 Plaza West Associates 1300 Market Street,PO Box 622 Lemoyne,PA 17043-0622 McNEES WALLACE&NURICK LLC Date: December 5, 2014 By ClaytorZ W. Davids6n I PA Attorney I.D. No. 79139 McNees Wallace&Nurick LLC 100 Pine Street-P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson@mwn.com Attorneys for Plaintiff, Attorneys for Plaintiff, ADG- 1300 Plaza West Associates ADG-1300 PLAZA WEST ASSOCIATES, IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA V. NO. �o lL4 r oGYa lo CHESTNUT STREET TOWNHOUSES, LLC,P.J.S. PROPERTIES, INC., and OPEN SKY,INC., Defendants CIVIL ACTION- LAW CONFESSION OF JUDGMENT Pursuant to the authority contained in the Guarantees attached as Exhibit B to the Complaint filed in the above captioned case,we appear for Defendants, Chestnut Street Townhouses, LLC, P.J.S. Properties, Inc., and Open Sky, Inc., and confess judgment against them in favor of Plaintiff, ADG-1300 Plaza West Associates, as follows: Principal: $ 150,000.00 Accrued Interest(10%): $ 710.00 c Attorney's Fees (5%commission): $ 7,500.00 Total: $ 158,210.00* *along with interest accruing at the current per diem rate of$41.67 from `cr,, December 4,2014 until paid in full,plus costs (the"Indebtedness"). McNEES WALLACE &NURICK LLC Date: December 5, 2014 By Clayto . Davi son PA Attorney I.D.No. 79139 McNees Wallace&Nurick LLC 100 Pine Street- P.O. Box 1166 Harrisburg, PA 17108-1166 (717)260-1678 (Direct Fax) ! (717)232-8000 (Phone) cdavidson@mwn.com iv i Attorneys for Plaintiff, Attorneys for Plaintiff, ADG- 1300Plaza West Associates ADG-1300 PLAZA WEST ASSOCIATES, IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA V. NO. �O C %J I d !o Yd �J f CHESTNUT STREET TOWNHOUSES, LLC, P.J.S. PROPERTIES, INC., and OPEN SKY, INC., Defendants CIVIL ACTION -LAW I NOTICE UNDER PA.R.C.P. NO.2958.1 OF JUDGMENT AND EXECUTION THEREON TO: Chestnut Street Townhouses, LLC P.J.S. Properties,Inc. ;3 30 Maplewood Avenue 30 Maplewood Avenue Mechanicsburg,PA 17055 Mechanicsburg, PA 17055 Open Sky, Inc. 30 Maplewood Avenue Mechanicsburg, PA 17055 Ln A judgment in the amount of$158,210 along with interest accruing at the per diem rate of$41.67 from December 4,2014 until paid in full,plus costs,has been entered against you and in favor of ADG-1300 Plaza West Associates, in the above captioned case without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty(3 0) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY(30)DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD-TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg,PA 17101 i (717)232-7536 McNEES WALLACE&NURICK LLC Date: December 5,2014 By: Clayton W. Davidson Attorney I.D. 79139 100 Pine Street-P.O. Box 1166 Harrisburg,PA 17108-1166 Direct Fax: 717-260-1678 Phone: 717-232-8000 cdavidson a,mwn.com Attorneys for Plaintiff, Attorneys for Plaintiff, ADG- 1300 Plaza West Associates Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace& Nurick LLC ' 100 Pine Street-P.O. Box 1166 ;:1 Harrisburg,PA 17108-1166 (717)260-1678 (Direct Fax) (717)232-8000(Phone) J j cdavidson(q-)mwn.com `c Attorneys for Plaintiff,ADG-1300 Plaza West Associates ADG-1300 PLAZA WEST ASSOCIATES, IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY,PENNSYLVANIA V. NO. �-,' Y C 1� j �tooZ I CHESTNUT STREET TOWNHOUSES, �` LLC,P.J.S. PROPERTIES, INC., and OPEN SKY, INC., Defendants CIVIL ACTION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT Plaintiff, ADG-1300 Plaza West Associates,by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa.R.C.P.No. 2951(b)and in support thereof avers the following: 1. Plaintiff, ADG-1300 Plaza West Associates ("Lender"), is a Pennsylvania limited partnership with a place of business at 1300 Market Street, PO Box 622, Lemoyne, Pennsylvania 17043-0622. 2. Defendant, Chestnut Street Townhouses, LLC, is a Pennsylvania limited liability company with an address at 30 Maplewood Avenue,Mechanicsburg,Pennsylvania 17055. 3. Defendant,P.J.S. Properties, Inc., is a Pennsylvania corporation with an address at 30 Maplewood Avenue,Mechanicsburg, Pennsylvania 17055. 4. Defendant, Open Sky, Inc., is a Pennsylvania corporation with an address at 30 Maplewood Avenue, Mechanicsburg,Pennsylvania 17055. I 5. On September 18, 2008, Lender loaned 1300 Market, LLC ("Borrower")the sum of$325,000.00 (the "Loan") for a commercial purpose as evidenced by a Promissory Note (the "Note"). Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the Note. 6. The Borrower's obligations to the Lender are guaranteed by Chestnut Street Townhouses, LLC, P.J.S. Properties, Inc., and Open Sky, Inc. (collectively the"Guarantors") pursuant to certain Guaranty and Suretyship Agreements(collectively the"Guarantees") executed by each of the Guarantors in favor of the Lender. Attached hereto as Exhibit B and incorporated herein by reference are true and correct copies of the Guarantees. 7. The Loan is in default as the result of the Loan maturing on September 18, 2012. 8. There is no right to cure the default under the Note and/or the Guarantees. 9. The entire indebtedness is now immediately due and owing. 10. Each of the Guarantees provides that the Lender may confess judgment against each of the Guarantors for the entire principal balance due and owing thereunder along with accrued interest, costs of suit, and an attorney's commission of 5% of such unpaid principal and interest. 11. The total sum due and owing under the Note and the Guarantees as of December 4, 2014 is itemized as follows: Principal: $ 150,000.00 Accrued Interest (10%): $ 710.00 Attorney's Fees (5% commission): $ 7,500.00 Total: $ 158,210.00* *along with interest accruing at the current per diem rate of$41.67 from December 4,2014 until paid in full,plus costs(the"Indebtedness"). 12. All conditions precedent have been satisfied to allow the Lender to confess judgment against the Guarantors under the Guarantees for the Indebtedness. 13. The fender is the holder of the Note and Guarantees. 14. The Note and the Guarantees were executed and delivered in connection with a commercial transaction and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 15. Judgment has not been confessed against Guarantors in any other jurisdiction. 16. The 5% attorney's fee commission included in the confessed judgment is authorized under the Guarantees is being used to calculate a sum certain for purposes of confessing judgment; however, the Lender will only seek and recover its actual and reasonable attorney's fees for costs of collection until paid in full in this matter. WHEREFORE, Plaintiff, ADG-1300 Plaza West Associates,hereby requests this Court to enter judgment by confession against Chestnut Street Townhouses, LLC, P.J.S. Properties, Inc.,and Open Sky, Inc., in the amount of$158,210 along with interest accruing at the per diem rate of$41.67 from December 4, 2014 until paid in full. McNEES WALLACE&NURICK LLC Date: December 5, 2014 By Clayton . Davidson PA Attorney I.D. No. 79139 McNees Wallace&Nurick LLC 100 Pine Street-P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson�dmwn.com Attorneys for Plaintiff, Attorneys for Plaintiff, ADG- 1300 Plaza West Associates VERIFICATION I, David E. Dyson, Senior Vice President of Rhodes Development Group, Inc., the general part of ADG-1300 Plaza West Associates, hereby verify that I am authorized to make this Verification on behalf of Plaintiff,and the facts contained in the foregoing Complaint are true and correct to the best of my information,knowledge and belief and are made subject to the penalties of 18 Pa.C.S.A. §4904 relating to unsworn falsification to authorities. David E.Dyson, Senior Vice President of Rhodes Development Group,Inc., the general partner of ADG-1300 Plaza West Associates I I i i I I I I i 360 days and actual days elapsed) which shall be three percent (3.00%) in excess of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law (the "Default Rate"). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Lender's expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Lender's exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which the Lender may employ. In addition, the Default Rate reflects the increased credit risk to the Lender of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Lender, and that the actual harm incurred by the Lender cannot be estimated with certainty and i without difficulty. 4. Prepayment. The Loan may be prepaid in whole or in part without any prepayment fee. S. Other Loan Documents. This Note is issued in connection with the Open-End Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing given the by Borrower to the Lender and the other agreements and documents executed in connection therewith or referred to therein, the terms of which are incorporated herein by reference(as amended, modified or renewed from time to time, collectively the "Loan Documents"), and Is secured by the property described in the Loan Documents and by such other collateral as previously may have been or may in the future be granted to the Lender to secure this Note. 6. Events of Default. The occurrence of any of the following events will be deemed to be an "Event of Default" under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note within ten (10) days of the due date of same; (ii) the occurrence of any event of default or default and the lapse of any notice or cure period under any Loan Document or any other debt, liability or obligation to the Lender of any Obligor; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 60 days of the commencement thereof); (iv)any assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with the Lender; (v) a default with respect to any other indebtedness of any Obligor for borrowed money in excess of $25,000, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor to the Lender; (vii) the entry of a final judgment against any Obligor in excess of$25,000 and the failure of such Obligor to discharge the judgment or otherwise bond off any judgment lien resulting therefrom within thirty (30) days of the entry thereof, (viii) any material adverse change in any Obligor's business, assets, operations, financial condition or results of operations; (ix) any Obligor ceases doing business as a going concern; (x) the revocation or attempted revocation, in whole or in part, of any guarantee by any Guarantor; (xi) the death or legal incompetency of any individual Obligor; (xii) any representation or warranty made by any Obligor to the Lender in any Loan Document, or any other documents now or in the future evidencing or securing the obligations of any Obligor to the Lender, proves to be false, erroneous or misleading in any material respect as of the date made; or(xiii) any Obligor's failure to observe or perform any covenant or other agreement with the Lender contained in any Loan Document or any other documents now or in the future (A1346023:1) 2 evidencing or securing the obligations of any Obligor to the Lender. As used herein, the term "Obligor" means the Borrower and the Guarantor, and the term "Guarantor" means any guarantor of the Borrower's obligations to the Lender existing on the date of this Note or thereafter. i Upon the occurrence of an Event of Default: (a) the Lender shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) or(iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (c)if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Lender's option and without demand -or notice of any kind, may be accelerated and become immediately due and payable; (d)at the Lender's option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e)the Lender may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law. 7. Power to Confess Judgment. The Borrower hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Borrower and, with or without complaint filed, confess judgment, or a series of judgments, against the 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 or under any of the other Loan Documents,together with costs of suit and an attorney's commission of the greater of 5% of such principal and interest or $5,000 added as a reasonable attorney's fee, and for doing so,this Note or a copy verified by affidavit shall be a sufficient warrant. The Borrower hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appralsement, stay or exemption laws of any state now in force or hereafter enacted. Interest on the principal balance portion of the 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. Notwithstanding the attorney's commission provided for in the preceding paragraph (which Is included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Lender may recover from the Borrower shall not exceed the actual attorneys' fees incurred by the Lender. 8. Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing (except as may be agreed otherwise above with respect to borrowing requests) and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Lender and the Borrower set forth above or to such other address as either may give to the other in writing for such purpose. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction impair any such right or power. No modification, amendment or waiver of any provision of this Note nor consent to any departure by the Borrower therefrom will be effective {A1346023:1} 3 unless made in a writing signed by the Lender. The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Lender in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Lender's counsel. If any provision of this Note is found to be invalid by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. This Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Lender's written consent and the Lender at any time may assign this Note in whale or in part. 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 AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; 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 the Borrower individually, against any security or against any property of the Borrower j within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and the Borrower. The Borrower waives any abjection to venue and any objection based on a more convenient forum in any action instituted under this Note. 9. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Borrower acknowledges that it has read and understands all the provisions of this Note, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. BORROWER: WITNESS: 1300 MARKET, LLC, a Pennsylvania limited liability company By J. J�� -4+4 Name: K John Sop nsk Title: Sole Member ! {A1346023:1) 4 DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: 1300 MARKET,LLC 30 Maplewood Avenue Mechanicsburg,Pennsylvania 17055 Lender: ADG—1300 Plaza West Associates 1300 Market Street P.O.Box 622 Lemoyne, Pennsylvania 17043.0622 The undersigned has executed, and/or is executing, on or about the date hereof, the following document under which the undersigned is obligated to repay monies to Lender: Promissory Note-$325,000.00 A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED(INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT),THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT)AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel in connection with the above documents. D. The undersigned hereby certifies. that its annual income exceeds$10,000;that all references I to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated: September 18, 2008 ! WITNESS: 1300 MARKET,LLC, a Pennsylvania limited liability company A-do By Name: P. John So ens Title: Sole Member (A1346023:1) 5 i i ^-.� �� �_,;t i i GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of September 18, 2008, by CHESTNUT STREET TOWNHOUSES, LLC, a Pennsylvania limited liability company ("Guarantor"), with an address at 30 Maplewood Avenue, Mechanicsburg, Pennsylvania 17055, in consideration of the extension of credit by in consideration of the extension of credit by ADG-1300 PLAZA WEST ASSOCIATES, a Pennsylvania limited partnership, its successors and assigns(the "Lender"),with an address at 1300 Market Street, P.O. Box 622, Lemoyne, Pennsylvania 17043-0622 to 1300 MARKET, LLC, a Pennsylvania limited liability company (the "Borrower'), and other good and valuable ! consideration, the receipt and sufficiency of which are hereby acknowledged. j 1. Guaranty_ of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of. all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Lender, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money,whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Lender's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent,joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Lender. Until the Obligations are indefeasibly liability hereunder shall not be reduced in any manner whatsoever by any amounts whchaid in full, torthe Lender may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Lender's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty Waivers. This is a guaranty of payment and not of collection and the Lender shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. (A1346840:1) I This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full, and the Lender has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Lender of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Lender to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Lender, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Lender's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code§9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Lender at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a)change the manner, place, time or terms ofa performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or after, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c)apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Lender may determine in its sole discretion; (d)settle, compromise or deal with any other person, Including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Lender deems appropriate in its sole discretion; (e)substitute, exchange or release any security or guaranty, or(f)take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Lender. If any demand is made at any time upon the Lender for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Lender repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Lender. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Lender's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Lender or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Lender such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Lender may reasonably request. {A1348840:1} -2- 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights full extent hereunder, irrespective of any modification, limitation or discharge of the Iiand benefits which might accrue to it by reason of any such proceeding and will be liable to the Borrower that may result from any such proceeding. ability of the 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (i)any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of"Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (iii) demand by the Lender under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Lender by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Lender the outstanding amount of the Obligations; or (b) on demand of the Lender, the Guarantor shall immediately deposit with the Lender, in U.S. dollars, the outstanding amount of the Obligations, and the Lender may at any time use such funds to repay the Obligations; or (c) the Lender in its discretion may exercise with respect to any collateral any one or moreof the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Lender in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Collateral. This Guaranty is secured by the property described in any collateral s security documents which the Guarantor executes and delivers to the Lender and by uch other collateral as previously may have been or may in the future be granted to the any obligations of the Guarantor to the Lender. Lender to secure 8• Costs. To the extent that the Lender incurs any costs or expenses in protecting or enforcing Its rights under the Obligations or this Guaranty, including reasonable attomeys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear Interest from the incurring or payment thereof at the Default Rate(as defined in any of the Obligations). 9. Postpone ostnonement of Subrogation. Until the Obligations are Indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Lender any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 10. Power to Confess Judgment. The Guarantor hereby empowers any attorney of any court of record,after the occurrence of any Event of Default hereunder,to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Lender for the amount of the Obligations, together with interest thereon at the Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and interest (AIW840:1) -3- or$5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. 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 outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for in the preceding paragraph (which is included In the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the -Lender may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Lender. 11. Notices. All notices, demands, requests, consents, approvals and . other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail,der and the or sent by nationally recognized overnight courier service, to the addresses for the Len Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 12. Preservation of Rights. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction impair any such right or power. The Lender's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Lender may have under other agreements, at law or in equity. The Lender may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 13. life-gal . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 14. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless made in a writing signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 15. Entire greement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Lender with respect to the subject matter hereof, provided, however, that this Guaranty is in addition to, and not in substitution for,any other guarantees from the Guarantor to the Lender. {A1346M:1) -4- i 16. Successors and Assigns. This Guaranty will be binding upon and inure to the I benefit of the Guarantor and the Lender and their respective heirs, executors, administrators, successors and assigns;RMXiLded, however, that the Guarantor may not assign this Guaranty in whole or in part without the Lender's prior written consent and the Lender at any time may assign this Guaranty in whole or in part. 17. Interpretation. In this Guaranty, unless the Lender and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular, references to statutes are to be construed as-including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to Include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 18. Indemnity. The Guarantor agrees to indemnify each of the Lender, its partners, directors, officers and employees and each legal entity, if any, who controls the Lender (the "Indemnified Parties")and to hold each Indemnified Party harmless from andagainst any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; 2MAded, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 19. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. THiS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING iTS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 20. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WiTH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER 1S KNOWING AND VOLUNTARY. (A1346840:1) - 5- The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. vATfST/WITNESS: GUARANTOR: CHESTNUT STREET TOWNHOUSES, LLC, a Pennsylvania limited liability company qray � N e: itle: Name: Title: (AI346e40:1) DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: CHESTNUT STREET TOWNHOUSES,LLC 30 Maplewood Avenue Mechanicsburg,Pennsylvania 17055 Lender: ADG—1300 Plaza West Associates 1300 Market Street P.O. Box 622 Lemoyne, Pennsylvania 17043-0622 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by 1300 MARKET, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A R OTHER HEARING, FORECLOSE UPON, ATTACH L , UNDERSIGNED IN FULL OR PARTIAL PAYMENT O THE JUDGMENT SSESSION OBEIONG FULLY AWARE OF ITS WISE SEIzE RIGHTPERTY OAFTTHHE JUDGMENT fS ENTERED(INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT),THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOAND EX TICE AND A HEARING {BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT) TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND PRESSLY AGREES AND LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically caped the co judgment provisions In the above documents to the attention of the undersigned, and/orf that the undersigned was represented by legal counsel In connection with the above documents. D. The undersigned hereby certifies: that its annual Income exceeds$10,000;that all references to "the undersigned"above refer to the entity signing below; and that the undersigned received a copy hereof at the time Of signing. Dated as Of September 18, 2008 GUARANTOR: ,--ATTEST/WITNESS; CHESTNUT STREET TOWNHOUSES, LLC, a Pennsylvania limited liability company y e. By P. 1It-At ide: Name: Title: (A1346840:1) -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of September 18, 2008, by P.J.S. PROPERTIES, INC., a Pennsylvania corporation ("Guarantor"!, with an address at 30 Maplewood Avenue, Mechanicsburg, Pennsylvania 17055, in consideration of the extension of credit by in consideration of the extension of credit by ADG-1300 PLAZA WEST ASSOCIATES, a Pennsylvania limited partnership, its successors and assigns (the "Lender"), with an address at 1300 Market Street, I P.O. Box 622, Lemoyne, Pennsylvania 17043-0622 to 1300 MARKET, LLC, a Pennsylvania limited liability company (the `Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and'becomes surety for, the prompt payment and performance of. all loans, advances, obligations, covenants and duties owing by the Borrower to the Lender, of any k debts, oranatu e, present or future (including any Interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by.any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Lender's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent,joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals-or.increases and all costs and expenses of the Lender incurred in the documentation, negotiation, modificationenforcement , enforcorc collection or otherwise in connection with any of the foregoing, including re fees and expenses(collectively, the"Obligations"). asonable attorneys, If-the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Lender. Until the Obligations are indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Lender may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or an behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Lender's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaran - Waivers. This is a guaranty of payment and not of collection and the Lender shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to It with respect to any other person who may be liable for the payment of the Obligations. JA1346873:11 This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full, and the Lender has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Lender of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Lender to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any'guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Lender, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Lender's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code §9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Lender at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a)change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend .or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c)apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Lender may determine in its sole discretion; (d)settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Lender deems appropriate in its sole discretion; (e)substitute, exchange or release any security or guaranty; or(f)take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Lender. If any demand is made at any time upon the Lender for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Lender repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Lender. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Lender's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Lender or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Lender such information relating to the Guarantor's affairs (including but not limited to annual i financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Lender may reasonably request. (AlM873:1} -2- or$5,000 added as a reasonable attorney's fee, and for doing so,this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. 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 outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for in the preceding paragraph (which is included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Lender may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Lender. 11. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Lender and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 12. Preservation of Rights. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction impair any such right or power. The Lender's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Lender may have under other agreements, at law or in equity. The Lender may proceed in any order against the Borrower,the Guarantor or any other obligor of, or any collateral securing, the Obligations. 13. Illegality. In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 14. Changes In Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless made in a writing signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 15. Entire Aureement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Lender with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Lender. {A134073:1} -4- 16. Successors and Assigns. This Guaranty will be binding upon and Inure to the benefit of the Guarantor and the Lender and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Lender's prior written consent and the Lender at any time may assign this Guaranty in whole or in part. 17. Interpretation. In this Guaranty, unless the Lender and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/ori', the words "including", "includes" and 'include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those Of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 18. Indemnitf.. The Guarantor agrees to indemnify each of the Lender, its directors, officers and employees and each legal entity, if any, who controls the Lender(the`indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor)which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 19. Governinq Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING iTS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor _ individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 20. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAiM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER 1S KNOWING AND VOLUNTARY. (A1346873:1) -5- The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under sea[, as of the date first written above,with the intent to be legally bound hereby. GUARANTOR: ,rp�TE 'i: P.J. S. PROPERTIES, INC., a Pennsylvania corporation BY �. Y Na Name: itle: Title: {A1346873:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: P.J.S.PROPERTIES, INC. 30 Maplewood Avenue j Mechanicsburg,Pennsylvania 17055 Lender: ADG—1300 Plaza West Associates 1300 Market Street P.O. Box 622 Lemoyne,Pennsylvania 17043-0622 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by 1300 MARKET, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED(INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT),THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT)AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel in connection with the above documents. D. The undersigned hereby certifies: that its annual income exceeds$10,000;that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of September 18, 2008 GUARANTOR: P.J.S.PROPERTIES,INC., a Pennsylvania corporation By Name: Title: Title: (A1346873:1) -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of September 18, 2008, by OPEN SKY, INC., a Pennsylvania corporation ("Guarantor"), with an address at 30 Maplewood Avenue, Mechanicsburg, Pennsylvania 17055, in consideration of the extension of credit by in consideration of the extension of credit by ADG-1300 PLAZA WEST ASSOCIATES, a Pennsylvania limited partnership, its successors and assigns (the "Lender"), with an address at 1300 Market Street, P.O. Box 622, Lemoyne, Pennsylvania 17043-0622 to 1300 MARKET, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees,'and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Lender, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower,whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise)'or out of the Lender's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent,joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Lender. Until the Obligations are indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Lender may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or.on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Lender's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty; Waivers. This is a guaranty of payment and not of collection and the Lender shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. (A1346876:1) This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full, and the Lender has terminated this Guaranty. This Guaranty will remain in full force and effect even if there Is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Lender of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Lender to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or Invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Lender, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Lender's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code §9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Lender at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b)renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c)apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Lender may determine in its sole discretion; (d)settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Lender deems appropriate in its sole discretion; (e)substitute, exchange or release any security or guaranty; or(f)take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Lender. If any demand is made at any time upon the Lender for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Lender repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Lender. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Lender's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Lender or until all of the Obligations have beer' paid in full, the Guarantor will promptly submit to the Lender such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Lender may reasonably request. {A1346876:7} -2- 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (i)any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of"Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (ill) demand by the Lender under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Lender by or on behalf of the Guarantor, or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Lender the outstanding amount of the Obligations; or (b) on demand of the Lender, the Guarantor shall immediately deposit with the Lender, in U.S, dollars, the outstanding amount of the Obligations, and the Lender may at any time use such funds to repay the Obligations; or (c) the Lender in its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Lender in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Lender and by such other collateral as previously may have been or may in the future be granted to the Lender to secure any obligations of the Guarantor to the Lender. 8. Costs. To the extent that the Lender incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). 9. Postponement of Subrogation_. Until the Obligations are indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Lender any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 10. Power to Confess Judgment. The Guarantor hereby empowers any attorney of any court of record,after the occurrence of any Event of Default hereunder,to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Lender for the amount of the Obligations, together with interest thereon at the (Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and interest (A1346876:1) -3- or$5,000 added as a reasonable attorney's fee, and for doing so,this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from"any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. 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 outstanding balance due on the Obligations and costs: Notwithstanding the attorney's commission provided for in the preceding.paragraph (which Is Included in the warrant for purposes of establishing a sum certain), ;the amount of attorneys' fees that the Lender may recover from the Guarantor shall not exceed the actual attorneys'fees incurred by the Lender. 11. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Lender and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 12. Preservation of Rights. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction impair any such right or power. The Lender's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Lender may have under other agreements, at law or in equity. The Lender may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 13. Illegality. In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 14. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless made in a writing signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 15. Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Lender with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Lender. {A13465876:1} -4- 16. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Lender and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Lender's prior written consent and the Lender at any time may assign this Guaranty in whole or in part. 17. Interpretation. In this Guaranty, unless the Lender and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular, references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 18. Indemnity. The Guarantor agrees to indemnify each of the Lender, its directors, officers and employees and each legal entity, if any, who controls the Lender(the"Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom. any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. . 19. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE [AWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 20. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY i AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF. ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. {a1346876:1} -5- The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. GUARANTOR: TFfSrt: OPEN SKY, INC., a Pennsylvania corporation gy By Pf�;1�C ri e: Name: Title: Title: (AlM876:1) -6 - DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: OPEN SKY, INC. 30 Maplewood Avenue i Mechanicsburg,Pennsylvania 17055 Lender. ADG—1300 Plaza West Associates 1300 Market Street P.O.Box 622 Lemoyne,Pennsylvania 17043-0622 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by 1300 MARKET, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED(INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT),THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT)AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel in connection with the above documents. D. The undersigned hereby certifies: that Its annual income exceeds$10,000;that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of September 18, 2008 GUARANTOR: AA ,T OPEN SKY, INC., t Jew'%A**, : a Pennsylvania corporation By , X P1'es� Nam Name: Titie: i I (A1346876:1) -7- ADG-1300 PLAZA WEST ASSOCIATES, IN THE COURT OF COMMON PLEAS OF Plaintiff, CUMBERLAND COUNTY, PENNSY VANIA V. NO. GT Ctut CHESTNUT STREET TOWNHOUSES, LLC, P.J.S. PROPERTIES, INC., and OPEN SKY, INC., Defendants CIVIL ACTION - LAW NOTICE OF ENTRY OF JUDGMENT TO: Chestnut Street Townhouses, LLC P.J.S. Properties, Inc. 30 Maplewood Avenue 30 Maplewood Avenue Mechanicsburg, PA 17055 Mechanicsburg, PA 17055 Open Sky, Inc. 30 Maplewood Avenue Mechanicsburg, PA 17055 You are hereby notified that on December 2014, a judgment was entered against you in the amount of$158,210.00 (along with interest accruing at the per diem rate of $41.67 after December 4, 2014 until paid in full), in the above-capti ned case. DATE: Prothonotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 or (800) 990-9108 I hereby certify that the addresses for the Defendants are as follows: Chestnut Street Townhouses, LLC P.J.S. Properties, Inc. 30 Maplewood Avenue 30 Maplewood Avenue Mechanicsburg, PA 17055 Mechanicsburg, PA 17055 Open Sky, Inc. 30 Maplewood Avenue Mechanicsburg, PA 17055 McNEES WALLACE &NURICK LLC Date: December 10, 2014 By ae'04�� Clayton W. Davidson Attorney I.D. 79139 100 Pine Street- P. O. Box 1166 Harrisburg, PA 17108-1166 Direct Fax: 717-260-1678 Phone: 717-232-8000 cdavidson@rnwn.com Attorneys for Plaintiff, ADG-1300 Plaza West Associates