GUARANTY OF PAYMENT November 1, 2007
November
1,
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1114
Avenue of the
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Attention: Head
of Portfolio Operations
and
the
other “Banks”,
as such quoted
term
is defined in
the “Agreement” defined below
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Re:
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Second
Amended and Restated Revolving Credit Loan (the “Loan”) from Eurohypo AG,
New York Branch (“Eurohypo”) and the other “Banks” (as such quoted term is
defined in the Agreement, as hereinafter defined) to Twelve Oaks
Mall,
LLC, Fairlane Town Center LLC, and Dolphin Mall Associates LLC
(individually, a “Borrower”; collectively, the
“Borrowers”)
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Dear
Sir/Madam:
The
Taubman Realty
Group Limited Partnership (“TRG”) entered into that certain Secured Revolving
Credit Agreement dated as of October 13, 2004 with Eurohypo and the lenders
set
forth therein (the “Original Loan Agreement”) whereby the lenders under the
Original Loan Agreement made that certain Revolving Credit Loan (the “Original
Loan”) to TRG.
In
addition to
other things, Twelve Oaks Mall, LLC and Fairlane Town Center LLC made that
certain Guaranty of Payment (the “Original Guaranty”) to the Administrative
Agent and the lenders under the Original Loan Agreement dated as of October
13,
2004.
The
Original Loan
was refinanced (the “Amended Loan”) pursuant to an Amended and Restated Secured
Revolving Credit Agreement dated August 9, 2006 (the “Amended Loan Agreement”)
among Borrowers or their predecessors in interest (as Borrower), TRG, Eurohypo
and the other lenders signatory thereto (as Banks) and Eurohypo (as
Administrative Agent for the Banks; Eurohypo, in such capacity, together with
its successors in such capacity, “Administrative Agent”). As part of
that refinancing, a restated Guaranty of Payment (“Restated Guaranty”) replaced
and, to the extent applicable, continued the indebtedness under the Original
Guaranty.
The
Amended Loan is
being refinanced pursuant to that certain Second Amended and Restated Secured
Revolving Credit Agreement of even date herewith (the “Agreement”) among
Borrowers (as Borrower), TRG, Eurohypo and the other lenders signatory thereto
(as Banks) and Administrative Agent. This Guaranty of Payment (the
“Guaranty”) replaces and, to the extent applicable, continues the indebtedness
under the Restated Guaranty. All initially capitalized terms used and
not defined herein shall have the meanings respectively ascribed to them in
the
Agreement.
To
induce the Banks
to make the Loans (which Banks would not make but for this Guaranty of Payment),
the undersigned (hereinafter, each of them individually “Guarantor” and
collectively, “Guarantors”) hereby jointly and severally (except in the case of
paragraphs 6 through 9 below which are made severally by each Guarantor)
represents, warrants and covenants to the Banks and Administrative Agent as
follows:
1. Authorization
and Enforceability. The Agreement, Notes, Mortgages and all other
Loan Documents have been duly authorized and executed by the signatories thereto
(other than the Banks and Administrative Agent) and are legal, valid and binding
instruments, enforceable against such parties in accordance with their
respective terms, subject, however, to the qualifications that (a) some of
the
rights and remedies set forth in the Mortgages may be limited by bankruptcy,
insolvency, reorganization and other Laws of general application to the
enforcement of creditors’ rights and (b) certain remedies and waivers contained
in the Mortgages and other Loan Documents may be limited by applicable Laws
of
the respective jurisdictions in which the Properties are located, none of which
qualifications will materially interfere with the practical realization of
the
benefits and security provided thereby except for the economic consequences
of
any procedural delay which may result therefrom.
2. Obligations
Guaranteed. Guarantors absolutely and unconditionally guarantee
the prompt payment when due, whether at maturity or by acceleration or
otherwise, of all of Borrowers’ indebtedness under the Notes, the Mortgages and
the Agreement, together with interest on such obligations to the extent provided
for in said documents, and all legal and other costs or expenses paid or
incurred by or on behalf of the Banks or Administrative Agent in the enforcement
thereof or hereof or of any Other Guaranty (as hereinafter defined), and further
guarantee that the representations and warranties made by Borrowers (including,
without limitation, those with respect to the Mortgagors and the Properties)
and
by Guarantors in the Loan Documents are true and correct as of the date
hereof. The current amount of the Total Loan Commitment is
$550,000,000, but the amount of the Total Loan Commitment is subject to increase
to up to $650,000,000 in accordance with the terms and conditions of the
Agreement. Each Guarantor hereby consents to such increase in the
principal amount of the Loan up to $650,000,000 and agrees that this Guaranty
of
Payment shall cover said maximum principal obligation with no further consent
of
any Guarantor or amendment hereto being required (and Guarantors agree that
any
reference in this Guaranty to a Borrower or to Borrowers shall include each
New
Borrower [as defined in the Agreement]). Each Guarantor acknowledges
and agrees that this Guaranty is a continuing guaranty and that the agreements,
guaranties and waivers made by Guarantors herein, and Guarantors’ obligations
hereunder, are and shall at all times continue to be primary, absolute and
unconditional. Each Guarantor acknowledges that execution and
delivery of this Guaranty of Payment is a condition precedent to the
Loan. Each Guarantor further agrees that if any Borrower shall fail
to pay in full when due, whether at stated maturity, by acceleration or
otherwise, any of the obligations guaranteed hereunder (and if any grace or
cure
period applicable to payment of such obligation shall have expired), Guarantors
will upon demand pay the same. The maximum liability of each Borrower
which is a Guarantor hereunder shall be limited to the maximum permissible
amount which would be valid and enforceable and would not render this Guaranty
of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise,
under applicable federal and state bankruptcy, insolvency, fraudulent transfer
and other similar creditors’ rights laws.
3. Liability
Unimpaired. Guarantors’ liability hereunder shall in no way be
limited or impaired by, and each Guarantor hereby consents to and agrees to
be
bound by, any amendment or modification of the provisions of any of the Loan
Documents (including any Loan Document executed after the date hereof) or any
other instrument made to or with Administrative Agent or the Banks by
Guarantors, Borrowers or any Person who succeeds any Borrower as owner of all
or
part of the Mortgaged Property under the Mortgage executed by it. In
addition, Guarantors’ liability hereunder shall in no way be limited or impaired
by (i) any extensions of time for performance required by any of said documents,
(ii) any sale, assignment or foreclosure of the Notes or Mortgages or any sale
or transfer of all or part of the Mortgaged Property under any of the Mortgages,
(iii) any exculpatory provision in any of said instruments limiting the Banks’
recourse to the Mortgaged Property under any or all of the Mortgages or to
any
other security, or limiting the Banks’ rights to a deficiency judgment against
Borrowers, (iv) the release of a Borrower or any other Person from performance
or observance of any of the agreements, covenants, terms or conditions contained
in any of said instruments by operation of law or otherwise, (v) the release
or
substitution in whole or in part of any security for the Loan, (vi) the failure
to record any of the Mortgages or file any UCC financing statements (or the
improper recording or filing of any thereof) or to otherwise perfect, protect,
secure or insure any security interest or lien given as security for the Loan,
(vii) the invalidity, irregularity, unenforceability or uncollectibility, in
whole or in part, of any of the Loan Documents, this Guaranty or any other
instrument or agreement now or hereafter executed or delivered to Administrative
Agent or the Banks in connection with the Loan, (viii) any proceedings,
voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any Borrower or Guarantor or (ix) any other
action or circumstance whatsoever which constitutes, or might be construed
to
constitute, a legal or equitable discharge or defense of any Borrower or
Guarantor for their respective obligations under any of the Loan Documents
or of
Guarantors under this Guaranty; and, in any such case, whether with or without
notice to Guarantors and with or without consideration. Each
Guarantor acknowledges that it is deriving substantial benefit from the making
of the Loan and that, consequently, each Guarantor has received valuable
consideration for the giving of this Guaranty and the granting of the
Mortgages.
4. Indemnification;
Payments; Certain Waivers. Guarantors shall indemnify
Administrative Agent and the Banks against loss, cost or expense caused by
the
assertion by Borrowers or Guarantors of any defense to their respective
obligations under any of the Loan Documents, the assertion by Guarantors of
any
defense to its obligations hereunder or the assertion by the guarantor(s) under
any Other Guaranty of any defense to its (or their) obligations thereunder,
other than, in either such case, a successful defense as determined in an
unappealable judgment of a court of competent jurisdiction. Each
Guarantor (i) waives any right or claim of right to cause a marshalling of
any
Borrower’s or any other Person’s assets or to cause the Banks or Administrative
Agent to proceed against any of the security for the Loan or for the obligations
guaranteed hereby before proceeding against such Guarantor or to proceed against
such Guarantor and any other obligor under the Loan in any particular order,
(ii) agrees that any payments required to be made by such Guarantor hereunder
shall become due on demand in accordance with the terms of the Notes and
Agreement immediately upon the happening of any Event of Default and without
presentment to Borrowers, demand for payment or protest, or notice of
non-payment or protest and (iii) expressly waives and relinquishes all rights
and remedies accorded by applicable Law to guarantors. Without
limiting the generality of the foregoing, until such time as all sums owing
to
the Banks and Administrative Agent in respect of the Loan have been repaid
in
full, each Guarantor hereby waives all rights (x) of subrogation, (y) to
participate in any claim or remedy the Banks or Administrative Agent may now
or
hereafter have against Borrowers or any other Person or in any collateral which
the Banks or Administrative Agent now have or hereafter may acquire for the
obligations guaranteed hereby and (z) to contribution, indemnification, set-off,
exoneration or reimbursement, whether from Borrowers, Guarantors, or any other
Person now or hereafter primarily or secondarily liable for any of Borrowers’
obligations to the Banks, and whether arising by contract or operation of law
or
otherwise by reason of Guarantors’ execution, delivery or performance of this
Guaranty.
5. Reinstatement. This
Guaranty shall continue to be effective, or be reinstated automatically, as
the
case may be, if at any time payment, in whole or in part, of any of the
obligations guaranteed hereby is rescinded or otherwise must be restored or
returned by Administrative Agent or the Banks (whether as a preference,
fraudulent conveyance or otherwise) upon or in connection with the insolvency,
bankruptcy, dissolution, liquidation or reorganization of any Borrower, any
Guarantor or any other Person, or upon or as a result of the appointment of
a
receiver, intervenor or conservator of, or trustee or similar officer for,
any
Borrower, any Guarantor or any other Person or for a substantial part of a
Borrower’s, Guarantor’s or any of such other Person’s property, as the case may
be, or otherwise, all as though such payment had not been made. Each
Guarantor further agrees that in the event any such payment is rescinded or
must
be restored or returned, all costs and expenses (including, without limitation,
legal fees and expenses) incurred by or on behalf of Administrative Agent or
the
Banks in defending or enforcing such continuance or reinstatement, as the case
may be, shall constitute costs of enforcement, the payment of which is
guaranteed by Guarantors pursuant to paragraph 2 above and covered by
Guarantors’ indemnity pursuant to paragraph 4 above.
6. Formation
and
Existence; Power and Authority. Each Guarantor is a partnership
or limited liability company duly organized, validly existing and in good
standing under the Laws of the state of its formation and has full power and
authority to execute, deliver and perform this Guaranty and any Loan Document
to
which it is a party. Each Guarantor will preserve and maintain such
legal existence and good standing.
7. Maintenance
of
Records; Inspection and Cooperation. Each Guarantor shall keep
adequate records and books of account, in which complete entries will be made
in
accordance with GAAP, reflecting all of its financial
transactions. At any reasonable time and from time to time upon
reasonable notice, each Guarantor will permit Administrative Agent or any Bank
or any agent or representative thereof (provided that a representative of any
Bank must, at Guarantors’ request, be accompanied by a representative of
Guarantors), to examine and make copies and abstracts from the records and
books
of account of, and visit the Property of each Guarantor and to discuss the
affairs, finances and accounts of each Guarantor with the appropriate financial
officer thereof and with its independent accountants.
8. Accuracy
of
Information; Full Disclosure. To the best of Guarantors’
knowledge, neither this Guaranty nor any documents, financial statements,
reports, notices, schedules, certificates, statements or other writings
furnished by or on behalf of Borrowers or Guarantors to Administrative Agent
or
any Bank in connection with the negotiation of the Loan Documents or the
consummation of the transactions contemplated thereby, or required herein or
by
the Loan Documents to be furnished by or on behalf of Borrowers or Guarantors,
contains any untrue or misleading statement of a material fact or omits a
material fact necessary to make the statements herein or in the Loan Documents
not misleading; and, to the best of Guarantors’ knowledge, there is no fact
which any Guarantor has not disclosed to Administrative Agent and the Banks
in
writing which materially affects adversely or, so far as Guarantors can now
foresee, will materially affect adversely any of the Mortgaged Property under
the Mortgage executed by it or the business affairs or financial condition
of
Borrowers or Guarantors, or the ability of Borrowers or Guarantors to perform
this Guaranty and the other Loan Documents.
9. Financial
Statements. The most recent financial statements heretofore
delivered by Guarantors to Administrative Agent or the Banks are true, correct
and complete in all respects, have been prepared in accordance with GAAP and
fairly present Guarantors’ financial condition as of the respective dates
thereof; no material adverse change has occurred in the financial conditions
reflected therein since the respective dates thereof.
10. Non-Waiver;
Remedies Cumulative. No failure or delay on Administrative
Agent’s or the Banks’ part in exercising any right, power or privilege under any
of the Loan Documents, this Guaranty or any other document made to or with
the
Banks or Administrative Agent in connection with the Loan shall operate as
a
waiver of any such privilege, power or right or shall be deemed to constitute
Administrative Agent’s or the Banks’ acquiescence in any default by Borrower or
Guarantors under any of said documents. A waiver by the Banks or
Administrative Agent of any right or remedy under any of the Loan Documents,
this Guaranty or any other document made to or with the Banks or Administrative
Agent in connection with the Loan on any one occasion shall not be construed
as
a bar to any right or remedy which the Banks or Administrative Agent otherwise
would have on any future occasion. The rights and remedies provided
in said documents are cumulative, may be exercised singly or concurrently and
are not exclusive of any rights or remedies provided by Law.
11. Liability
Unaffected by Release. Any Guarantor, or any other Person liable
upon or in respect of any obligation hereby guaranteed, may be released without
affecting the liability of any Guarantor not so released.
12. Transfers
of
Interests in Loan. Guarantors recognize that the Banks may sell
and transfer interests in the Loan to one or more Participants and/or Assignees
as provided in the Agreement and that all documentation, financial statements,
appraisals and other data, or copies thereof, relevant to Borrowers, Guarantors
or the Loan, may be exhibited to and retained by any such Participant or
Assignee or prospective Participant or Assignee, subject, however, to the
confidentiality provisions set forth in the Agreement.
13. Separate
Indemnity. Guarantors acknowledge and agree that the Banks’ and
Administrative Agent’s rights (and Guarantors’ obligations) under this Guaranty
shall be in addition to all of the Banks’ and Administrative Agent’s rights (and
all of Guarantors’ obligations) under any indemnity agreement (including the
Indemnity) executed and delivered to the Banks and/or Administrative Agent
in
connection with the Loan, and payments by Guarantors under this Guaranty shall
not reduce any of Guarantors’ obligations and liabilities under any such
indemnity agreement.
14. Other
Guaranty. Guarantors acknowledge that, pursuant to Section 12.06
of the Agreement, an additional guaranty or guaranties of payment may be
executed in favor of the Banks in connection with the addition of Properties
as
security for the Loan subsequent to the date hereof (each such additional
guaranty, an “Other Guaranty”). Guarantors agree that Guarantors’
joint and several liability under this Guaranty shall be unaffected by any
sums
which the Banks may recover under or in respect of any Other Guaranty (other
than by the amount the total indebtedness is reduced by any sums recovered
under
or in respect of any Other Guaranty), it being intended that Guarantors’
liability hereunder shall be determined as though this Guaranty were the only
guaranty of payment of the Loan given to the Banks.
15. ADDITIONAL
WAIVERS IN THE EVENT OF ENFORCEMENT. EACH GUARANTOR HEREBY
EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING BROUGHT BY OR ON BEHALF OF THE BANKS ON THIS GUARANTY, ANY AND EVERY
RIGHT GUARANTOR MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY JURY, (III)
INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COUNTERCLAIM THAT IF NOT
BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR
THE
BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD
BE
SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED
IN
SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS
AND
(IV) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT
GUARANTORS FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE BANKS
WITH RESPECT TO ANY ASSERTED CLAIM.
16. Governing
Law;
Submission to Jurisdiction. THIS GUARANTY AGREEMENT WAS
NEGOTIATED IN PART IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTES
SECURED HEREBY WERE DISBURSED IN PART FROM THE STATE OF NEW YORK, WHICH STATE
THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY
AND
PERFORMANCE, THIS GUARANTY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD
TO
PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES
OF
AMERICA, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW
OF
SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION,
VALIDITY AND ENFORCEABILITY OF THIS GUARANTY AGREEMENT AND ALL OF THE
OBLIGATIONS ARISING HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE
LAW
OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY AGREEMENT AND THE NOTE, AND
THIS
GUARANTY AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW. Each Guarantor hereby
irrevocably submits to the non-exclusive jurisdiction of any New York State
or
Federal court sitting in The City of New York over any suit, action or
proceeding arising out of or relating to this Guaranty, and each 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 New York State or Federal court sitting in
The
City of New York may be made by certified or registered mail, return receipt
requested, directed to each Guarantor at the address indicated below, and
service so made shall be complete five (5) days after the same shall have been
so mailed.
17. Severability. Any
provision of this Guaranty, or the application thereof to any Person or
circumstance, which, for any reason, in whole or in part, is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions of this Guaranty (or the remaining portions of such
provision) or the application thereof to any other Person or circumstance,
and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision (or portion thereof) or the
application thereof to any Person or circumstance in any other
jurisdiction.
18. Setoff. Each
Guarantor agrees that, in addition to (and without limitation of) any right
of
setoff, bankers’ lien or counterclaim any Bank may otherwise have, any Bank
shall be entitled, at its option, to offset balances (general or special, time
or demand, provisional or final) held by it for the account of each Guarantor
at
any of such Lender’s offices against any amount payable by each Guarantor to
such Lender hereunder or under any Loan Document which is not paid when due
(regardless of whether such balances are then due to either Guarantor), in
which
case it shall promptly notify each Guarantor and Administrative Agent thereof;
provided that such Lender’s failure to give such notice shall not affect the
validity thereof. Payments by either Guarantor hereunder or under the
Loan Documents shall be made without setoff or counterclaim.
19. Entire
Agreement; Amendments. This Guaranty contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements or statements relating to such
subject matter, and none of the terms and provisions hereof may be waived,
amended or terminated except in accordance with Section 12.02 of the
Agreement.
20. Successors
and
Assigns. This Guaranty shall be binding upon and shall inure to
the benefit of the Banks and Administrative Agent and Guarantor and their
respective heirs, personal representatives, successors and
assigns. This Guaranty may be assigned by any Bank with
respect to all or any portion of the obligations guaranteed hereby, and when
so
assigned each Guarantor shall be liable under this Guaranty to the assignee(s)
of the portion(s) of the obligations guaranteed hereby so assigned without
in
any manner affecting the liability of either Guarantor hereunder to the
assigning Bank with respect to any portion of the obligations guaranteed hereby
retained by the assigning Bank, or to any other Bank.
21. Paragraph
Headings. Any paragraph headings and captions in this Guaranty
are for convenience only and shall not affect the interpretation or construction
hereof.
22. Counterparts. This
Guaranty may be executed in one or more counterparts, each of which shall be
deemed an original. Said counterparts shall constitute but one and
the same instrument and shall be binding upon each Guarantor individually as
fully and completely as if all had signed but one instrument so that the joint
and several liability of each Guarantor under this Guaranty shall be unaffected
by the failure of any other Guarantor to execute any or all of said
counterparts.
23. Non-Recourse. Notwithstanding
anything to the contrary contained in this Guaranty or any Loan Documents or
Relevant Documents, pursuant to Section 11.02 of the Agreement, which is fully
incorporated by reference herein, no recourse shall be had under or upon any
obligation under this Guaranty against any of the constituent partners of TRG
or
their successors or assigns.
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Very
truly
yours,
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TWELVE
OAKS MALL, LLC, a Michigan limited liability
company
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By:
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The
Taubman
Realty Group Limited
Partnership,
a Delaware limited
partnership,
its sole member
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By /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇
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Title: Authorized
Signatory
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FAIRLANE
TOWN CENTER LLC, a Michigan limited liability
company
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By:
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The
Taubman
Realty Group Limited
Partnership,
a Delaware limited
partnership,
its sole member
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By /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇
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Title: Authorized
Signatory
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THE
TAUBMAN REALTY GROUP LIMITED
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PARTNERSHIP,
a Delaware limited partnership
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By: /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇
Title: Authorized
Signatory
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Address
of
Guarantor:
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c/o
The
Taubman Company LLC
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▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇
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This
is to certify
that this Guaranty was executed in my presence on the date hereof by the parties
whose signatures appear above in the capacities indicated.
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
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Notary
Public
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My
commission
expires:
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| July 18, 2010 | |