GUARANTY
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This unconditional guaranty (hereinafter, the "Guaranty") is given
pursuant to the terms and conditions of that certain Loan Agreement dated
January 30, 2004 (hereinafter, the "Loan Agreement") by and among CEDAR SHOPPING
CENTERS PARTNERSHIP, L.P., a Delaware limited partnership having an address at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter, the
"Borrower"), FLEET NATIONAL BANK, a national banking association having an
address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the
other lending institutions which are or become parties to the Loan Agreement
(Fleet National Bank and such other lending institutions which are or become
parties to the Loan Agreement are collectively referred to as the "Lenders" and
individually as the "Lender"), and Fleet National Bank as Agent (hereinafter,
the "Agent"). Capitalized terms used herein and not otherwise specifically
defined shall have the same meaning herein as in the Loan Agreement.
FOR VALUE RECEIVED, and to induce Agent and the Lenders to extend
credit to the Borrower as provided for in the Loan Agreement and the other Loan
Documents, Cedar ▇▇▇▇▇▇, LLC, a Delaware limited liability company having an
address at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter,
the "Guarantor"), hereby unconditionally agrees as follows:
1. Guaranty. Guarantor, as a primary party and not merely as a surety,
unconditionally and irrevocably guarantees the prompt and full payment
(and not merely the collectibility), performance, and observance of all
of the obligations, terms and conditions to be paid, performed or
observed by Borrower under the Note, Loan Agreement and each other Loan
Document, to or on behalf of the Agent, the Lenders, or any one of
them, each as the same may be hereafter amended, modified, extended,
renewed or recast, including, without limitation, all of the
Obligations and the payment of all principal, interest, fees and other
charges when due under the Note, the Loan Agreement and each other Loan
Document (hereinafter, the "Guaranteed Obligations").
Upon the occurrence of and during the continuance of any Event of
Default under the Loan Agreement, or any of the other Loan Documents, or if
Agent has accelerated the Loan pursuant to a right to do so under the Loan
Agreement, Agent may at its option proceed directly and at once, without notice
(except as otherwise provided under the Loan Agreement), against Guarantor
hereunder, without proceeding against Borrower, any other Guarantor, or any
other person or other Collateral for the Obligations or the Guaranteed
Obligations.
If Borrower, or Guarantor if so required, shall fail or refuse to
perform or continue performance of all of the Obligations on the part of
Borrower to be kept and performed, then, if an Event of Default exists on
account thereof under the Loan Documents or this Guaranty, in addition to any
other rights and remedies which Agent or any Lender may have hereunder or
elsewhere, and not in limitation thereof, Agent or any Lender, at such party's
option, may exercise any or all of its rights and remedies under the Loan
Agreement and each other Loan Document.
This Guaranty shall survive and continue in full force and effect
beyond and after the payment and satisfaction of the Guaranteed Obligations and
the Obligations in the event Agent or any Lender is required to disgorge or
return any payment or property received as a result of any laws pertaining to
preferences, fraudulent transfers or fraudulent conveyances.
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2. Waivers. Guarantor hereby waives and relinquishes to the fullest extent
now or hereafter not prohibited by applicable law:
2.1. all suretyship defenses and defenses in the nature thereof;
2.2. any right or claim of right to cause a marshalling of the assets
of Borrower or of any Collateral, or to cause Agent to proceed against any of
the other security for the Guaranteed Obligations or the Obligations before
proceeding under this Guaranty against Guarantor, or, if there shall be more
than one Guarantor, to require Agent to proceed against any other Guarantor or
any of Guarantors in any particular order;
2.3. until satisfaction in full of the Obligations of the Borrower to
the Agent and the Lenders, and the satisfaction in full of the Guaranteed
Obligations, all rights and remedies, including, but not limited to, any rights
of subrogation, contribution, reimbursement, exoneration or indemnification
pursuant to any agreement, express or implied, or now or hereafter accorded by
applicable law to indemnitors, guarantors, sureties or accommodation parties;
provided, however, unless Agent otherwise expressly agrees in writing, such
waiver by any particular Guarantor shall not be effective to the extent that by
virtue thereof such Guarantor's liability under this Guaranty or under any other
Loan Document is rendered invalid, voidable, or unenforceable under any
applicable state or federal law dealing with the recovery or avoidance of
so-called preferences or fraudulent transfers or conveyances or otherwise;
2.4. notice of the acceptance hereof, presentment, demand for payment,
protest, notice of protest, or any and all notice of nonpayment, nonperformance,
nonobservance or default, or other proof or notice of demand whereby to charge
Guarantor therefor;
2.5. the pleading of any statute of limitations as a defense to
Guarantor's obligations hereunder;
2.6. the right to a trial by jury in any matter related to this
Guaranty; and
2.7. the benefit of all other provisions of law which may be validly
waived.
GUARANTOR, AGENT AND LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON THIS GUARANTY, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS OR ACTIONS OF AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF
THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NONE OF THE
PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW,
GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. GUARANTOR CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF AGENT OR ANY LENDER HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
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THIS WAIVER IS GIVEN AS A MATERIAL INDUCEMENT TO AGENT AND THE LENDERS TO ACCEPT
THIS GUARANTY AND TO MAKE THE LOAN.
3. Cumulative Rights. Agent's and any Lender's rights under this Guaranty
shall be in addition to and not in limitation of all of the rights and
remedies of Agent and any Lender under the Loan Documents. All rights
and remedies of Agent and any Lender shall be cumulative and may be
exercised in such manner and combination as Agent or any Lender may
determine.
4. No Impairment. The liability of Guarantor hereunder shall in no way be
limited or impaired by, and Guarantor hereby assents to and agrees to
be bound by, any amendment or modification of the provisions of the
Loan Documents to or with Agent or any Lender by Borrower or any other
Guarantor or any person who succeeds Guarantor as owner of a Collateral
Property (hereinafter, the "Property"). In addition, the liability of
Guarantor under this Guaranty and the other Loan Documents shall in no
way be limited or impaired by:
4.1. any extensions of time for performance required by any of the Loan
Documents;
4.2. any amendment to or modification of any of the Loan Documents;
4.3. any sale or assignment of the Loan or any sale, assignment or
foreclosure of the Security Documents, or any sale, transfer or exchange of all
or part of the Property;
4.4. any exculpatory, or nonrecourse, or limited recourse, provision in
any of the Loan Documents limiting Agent's or any Lender's recourse to the
Property secured by the Mortgage, or to any other property, or limiting Agent's
or any Lender's rights to a deficiency judgment against Borrower or any other
person or entity;
4.5. the accuracy or inaccuracy of any of the representations or
warranties made by or on behalf of Borrower, any general partner, owner,
principal, or agent of Borrower, or Guarantor, under any Loan Document or
otherwise;
4.6. the release of Borrower, any general partner, owner, principal, or
agent of Borrower, or any other person or entity, from performance or observance
of any of the agreements, covenants, terms or conditions contained in any of the
Loan Documents by operation of law, Agent's or any Lender's voluntary act, or
otherwise;
4.7. the filing of any bankruptcy or reorganization proceeding by or
against Borrower, any general partner, owner, principal, or agent of Borrower,
Guarantor, or any subsequent owner of the Property;
4.8. the release or substitution in whole or part of any collateral or
security for the Obligations or the Guaranteed Obligations;
4.9. Agent's failure to record any Security Document or file any UCC
financing statements, or Agent's improper recording or filing of any thereof, or
Agent's failure to otherwise perfect, protect, secure, or insure any security
interest or lien given as security for the Obligations or the Guaranteed
Obligations;
4.10. the release of any other party now or hereafter liable upon or in
respect of this Guaranty or any of the other Loan Documents; or
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4.11. the invalidity or unenforceability of all or any portion of any
of the Loan Documents as to Borrower, any Guarantor, or any other person or
entity.
Any of the foregoing may be accomplished with or without notice to Borrower, any
general partner, owner, principal, or agent of Borrower, or any Guarantor, and
with or without consideration.
5. Delay Not Waiver. No delay on Agent's or any Lender's part in
exercising any right, power or privilege hereunder or under any of the
Loan Documents shall operate as a waiver of any such privilege, power
or right. No waiver by Agent or any Lender in any instance shall
constitute a waiver in any other instance.
6. Warranties and Representations. Guarantor warrants and represents to
Agent and each of the Lenders for the express purpose of inducing Agent
and the Lenders to enter into the Loan Agreement, to make each Loan
Advance, to accept this Guaranty, and to otherwise complete the
transactions contemplated by the Loan Agreement, as to such Guarantor,
that as of the date of this Guaranty, upon the date of each Loan
Advance, and at all times thereafter until the Loan is repaid and all
Guaranteed Obligations to Agent and the Lenders have been satisfied in
full, as follows:
6.1. Incorporation by Reference. Each warranty and representation made
by Guarantor in the Environmental Indemnity is true, accurate and complete and
is incorporated herein by reference.
6.2. Financial Information. Copies of the financial statements of
Guarantor have been delivered to Agent and each Lender and each of the same
fairly present Guarantor's financial condition as of the dates thereof and no
material and adverse change has occurred in Guarantor's financial condition or
business since the respective dates thereof; and each financial statement of
Guarantor submitted in the future shall fairly present Guarantor's financial
condition as of the dates thereof;
6.3. No Violation. The payment and performance by Guarantor of the
Guaranteed Obligations, Guarantor's obligations under the Loan Agreement, this
Guaranty, the Security Documents, the Environmental Indemnity, and any other
Loan Document, does not and shall not constitute a violation of any law, order,
regulation, contract or agreement to which Guarantor is a party or by which
Guarantor or Guarantor's property may be bound;
6.4. No Litigation. There is no material litigation now pending or, to
the best of Guarantor's knowledge threatened in writing, against Guarantor
which, if adversely decided would materially impair the ability of Guarantor to
pay and perform the Guaranteed Obligations, Guarantor's obligations under the
Loan Agreement, this Guaranty, the Security Documents, the Environmental
Indemnity, or any other Loan Document.
6.5. Entity Matters. The Guarantor is a duly organized, validly
existing entity organized and in good standing under the laws of the State of
Delaware, and has all requisite power and authority to conduct its business and
to own its property as now conducted or owned, and is qualified to do business
in all jurisdictions where the nature and extent of its business is such that
such qualification is required by law.
6.6. Valid and Binding. Each of the Loan Documents to which Guarantor
is a party constitutes Guarantor's legal, valid and binding obligation in
accordance with the respective terms thereof, subject to bankruptcy, insolvency
and similar laws of general application affecting the rights
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and remedies of creditors and with respect to the availability of remedies of
specific enforcement subject to the discretion of the court before which
proceedings therefor may be brought.
6.7. Solvency. Guarantor is solvent and is not rendered insolvent by
the obligations undertaken in this Guaranty. Guarantor is not contemplating
either the filing of a petition or proceeding under any state or federal
bankruptcy or insolvency or reorganization laws or the liquidating of all or a
major portion of Guarantor's property, and Guarantor has no knowledge of any
such petition or proceeding being filed against any other Guarantor.
6.8. Material Economic Benefit. The granting of the Loan to Borrower
will constitute a material economic benefit to Guarantor.
7. Notices. Any notice or other communication in connection with this
Guaranty shall be in writing and (i) deposited in the United States
mail, postage prepaid by registered or certified mail, (ii) hand
delivered by any commercially recognized courier service or overnight
delivery service such as Federal Express, or (ii) sent by facsimile
transmission if a FAX number is designated below, addressed as follows:
If to Guarantor:
Cedar ▇▇▇▇▇▇, LLC
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇
FAX Number: (▇▇▇) ▇▇▇-▇▇▇▇
And
Attention: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
with copies by regular mail or such hand delivery or facsimile transmission to:
Stroock & Stroock & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Esquire
FAX Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to Agent:
Fleet National Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
FAX No.: (▇▇▇) ▇▇▇-▇▇▇▇
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with copies by regular mail or such hand delivery or facsimile transmission to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
FAX No.: (▇▇▇) ▇▇▇-▇▇▇▇
Any such addressee may change its address for such notices to any other address
in the United States as such addressee shall have specified by written notice
given as set forth above.
All periods of notice shall be measured from the deemed date of
delivery. A notice shall be deemed to have been given, delivered and received
upon the earliest of: (i) if sent by such certified or registered mail, on the
third Business Day following the date of post-▇▇▇▇, or (ii) if hand delivered by
such courier or overnight delivery service, when so delivered or tendered for
delivery during customary business hours on a Business Day at the specified
address, or (iii) if so mailed, on the date of actual receipt (or tender of
delivery) as evidenced by the return receipt, or (iv) if so delivered, upon
actual receipt, or (v) if facsimile transmission is a permitted means of giving
notice, upon receipt an evidenced by confirmation.
8. No Oral Change. No provision of this Guaranty may be changed, waived,
discharged, or terminated orally (in person or by telephone) or by any
other means except by an instrument in writing signed by the party
against whom enforcement of the change, waiver or discharge or
termination is sought.
9. Parties Bound; Benefit. This Guaranty shall be binding upon Guarantor
and Guarantor's respective successors, assigns, heirs and personal
representatives and shall be for the benefit of Agent and each Lender,
and of any subsequent holder of Agent's or any Lender's interest in the
Loan and of any owner of a participation interest therein. In the event
the interest of Agent or any other Lender under the Loan Documents is
sold or transferred, then the liability of the Guarantor to Agent or
such Lender shall then be in favor of both the Agent or Lender
originally named herein and each subsequent holder of Agent's or
Lender's interest therein, to the extent of their respective interests.
10. Joint and Several. If there is more than one (1) Guarantor, the
obligations of each Guarantor, and such Guarantor's respective
successors, assigns, heirs and personal representatives, shall be and
remain joint and several.
11. Partial Invalidity. Each of the provisions hereof shall be enforceable
against Guarantor to the fullest extent now or hereafter not prohibited
by applicable law. The invalidity or unenforceability of any provision
hereof shall not limit the validity or enforceability of each other
provision hereof.
12. Governing Law. This Guaranty and the rights and obligations of the
parties hereunder shall in all respects be governed by and construed
and enforced in accordance with the internal laws of the Commonwealth
of Massachusetts, without giving effect to principles of conflicts of
law, except insofar as formation of the Guarantor under Delaware law
requires Delaware law to apply with respect to matters of authorization
to enter into the transaction contemplated by this Guaranty. In
addition, the fact that portions of the Loan Documents may include
provisions drafted to conform to the law of the Commonwealth of
Pennsylvania is not intended, nor shall it be deemed, in any way to
derogate the parties' choice of law as set forth herein. Agent or any
Lender may enforce its rights hereunder and under the other
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Loan Documents, including, but not limited to, its rights to ▇▇▇
Guarantor or to collect any outstanding indebtedness in accordance with
applicable law. It is understood and agreed that this Guaranty, and all
of the other Loan Documents, were negotiated, executed and delivered in
the Commonwealth of Massachusetts which Commonwealth the parties agree
has a substantial relationship to the parties and to the underlying
transactions embodied by the Loan Documents.
13. Consent to Jurisdiction. Guarantor hereby irrevocably submits to the
nonexclusive personal jurisdiction of any Massachusetts State Court or
any Federal Court sitting in Massachusetts over any suit, action or
proceeding arising out of or relating to this Guaranty. Guarantor
hereby agrees and consents that in addition to any methods of service
of process provided for under applicable law, all service of process in
any such suit, action or proceeding in any Massachusetts State or
Federal Court sitting in Massachusetts may be made by certified or
registered mail, return receipt requested, directed to Guarantor at the
address indicated in Section 7 above and service so made shall be
deemed completed five (5) days after the same shall have been so
mailed.
14. Additional Covenant of the Guarantor. Guarantor shall pay, perform,
observe and comply with all of the obligations, terms, covenants and
conditions set forth in this Guaranty, the Security Documents, the
Environmental Indemnity, and the other Loan Documents to which
Guarantor is a party, and by any provisions of the Loan Agreement
specifically applicable to Guarantor.
15. Subordination.
15.1. Except as may be otherwise specifically provided for in the Loan
Agreement with respect to Permitted Distributions, any indebtedness of Borrower
to Guarantor, or to any affiliated entity, now or hereafter existing together
with any interest thereon shall be, and such indebtedness is, hereby deferred,
postponed and subordinated to the prior, full and Non-Contestable Payment and
satisfaction of all Obligations of Borrower to the Agent and the Lenders.
Payment and satisfaction of the Obligations shall be deemed "Non-Contestable
Payment" only upon such payment and satisfaction and the expiration of all
periods of time within which a claim for the recovery of a preferential payment,
or fraudulent conveyance, or fraudulent transfer, in respect of payments
received by Agent or any Lender as to the Obligations could be filed or asserted
with: (A) no such claim having been filed or asserted, or (B) if so filed or
asserted, the final, nonappealable decision of a court of competent jurisdiction
denying the claim or assertion.
15.2. Except as may be otherwise specifically provided for in the Loan
Agreement with respect to Permitted Distributions, at all times until the full
and Non-Contestable Payment and satisfaction of the Obligations of Borrower to
Agent and the Lenders with respect to the Loan (and including interest accruing
on the Note after the commencement of a case by or against Borrower under the
Bankruptcy Code now or hereafter in effect, which interest the parties agree
shall remain a claim that is prior and superior to any claim of Guarantor or any
affiliated entity notwithstanding any contrary practice, custom or ruling in
cases under the Bankruptcy Code, as now or hereafter in effect, generally),
Guarantor, and each affiliated entity, agrees not to accept any payment or
satisfaction for any kind of indebtedness of Borrower to Guarantor, or any
affiliated entity, and hereby assigns such indebtedness to Agent, on behalf of
the Lenders, including, but not limited to, the right to file proofs of claim
and to vote thereon in connection with any such case under the Bankruptcy Code,
as now or hereafter in effect, and the right to vote on any plan of
reorganization.
15.3. Any mortgage, security interest, lien or charge on the
Collateral, all rights therein and thereto, and on the revenue and income to be
realized therefrom, which Guarantor, or any
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affiliated entity, may have or obtain as security for any loans, advances,
indebtedness or costs, shall be, and such mortgage, security interest, lien or
charge hereby is, subordinated to the Mortgage and to the full and
Non-Contestable Payment and satisfaction of all Obligations of Borrower to Agent
and the Lenders.
15.4. In addition to the foregoing, and not in limitation thereof,
until the full payment and satisfaction of all Obligations of Borrower to Agent
and the Lenders, any claims of Guarantor, or any affiliated entity, of
subrogation, contribution, reimbursement, exoneration, indemnification, or
reimbursement arising out of any payment made on this Guaranty, whether such
claim is based upon an express or implied contract, or operation of law, are
hereby waived; provided, however, unless Agent otherwise expressly agrees in
writing, such waiver by Guarantor shall not be effective to the extent that by
virtue thereof Guarantor's liability under this Guaranty or under any other Loan
Document is rendered invalid, voidable, or unenforceable under any applicable
state or federal law dealing with the recovery or avoidance of so-called
preferences or fraudulent conveyances or otherwise.
16. Legal Fees, Costs and Expenses. Guarantor further agrees to pay within
thirty (30) days after demand all costs and expenses reasonably
incurred by Agent and the Lenders, or their successors or assigns, in
connection with enforcing any of the rights or remedies of Agent or any
Lender, or such successors or assigns, under or with respect to this
Guaranty including, but not limited to, attorneys' fees and the
out-of-pocket expenses and disbursements of such attorneys. Any such
amounts which are not paid within thirty (30) days of demand therefor
shall bear interest at the Default Rate from the date of demand until
paid.
17. Setoff. Subject to the terms of this Section 17, Guarantor hereby
grants to Agent and each of the Lenders, a lien, security interest and
right of setoff as security for all liabilities and obligations to
Agent and the Lenders, whether now existing or hereafter arising, upon
and against all deposits, credits, collateral and property, now or
hereafter in the possession, custody, safekeeping or control of Agent
or any Lender or any entity under the control of Fleet Financial Group,
Inc., or in transit to any of them. At any time, from and after the
occurrence of and during the continuance of an Event of Default, Agent
or any Lender may set off the same or any part thereof and apply the
same to any liability or obligation of Guarantor even though unmatured
and regardless of the adequacy of any other collateral securing the
Loan. Within five (5) Business Days of making any such set-off, Agent
agrees to notify Guarantor thereof, provided that the failure by Agent
to give such notice shall not affect the validity of such set-off. ANY
AND ALL RIGHTS TO REQUIRE AGENT OR ANY LENDER TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
CREDITS OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.
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Witness the execution and delivery hereof as an instrument under seal
as of the ___ day of March, 2004.
GUARANTOR: CEDAR ▇▇▇▇▇▇, LLC
___________________________ By: ______________________________
Witness Name: ______________________________
Title:______________________________
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