GUARANTY
EXHIBIT
10.4
FOR
VALUE
RECEIVED, and in consideration of note purchases from, loans made or to be
made
or credit otherwise extended or to be extended by the Purchasers (as defined
below) to or for the account of Windswept Environmental Group, Inc., a Delaware
corporation (the “Company”),
from
time to time and at any time and for other good and valuable consideration
and
to induce the Purchasers, in their discretion, to purchase such notes, make
such
loans or other extensions of credit and to make or grant such renewals,
extensions, releases of collateral or relinquishments of legal rights as
Valens
U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., PSource Structured Debt Limited
(collectively, the “Purchasers”)
and LV
Administrative Services, Inc., as agent (the “Agent”
and,
together with the Purchasers, collectively, the “Creditor
Parties”)
may
deem advisable, the undersigned (“Guarantor”
or
“the
undersigned”)
unconditionally guaranties to the Creditor Parties, their successors, endorsees
and assigns the prompt payment when due (whether by acceleration or otherwise)
of all present and future obligations and liabilities of any and all kinds
of
the Company to the Creditor Parties arising under, out of, or in connection
with
the Demand Notes (as amended, supplemented or otherwise modified from time
to
time), as defined in that certain Letter Agreement (the “Letter
Agreement”,
and
together with the Demand Notes and the other documents, instruments and
agreements executed in connection therewith, the “Documents”),
dated
as of the date hereof, by the Company, various subsidiaries of the Company,
Xxxxxxx X’Xxxxxx, individually, and the Creditor Parties (the “Obligations”),
and
irrespective of the genuineness, validity, regularity or enforceability of
such
Obligations, or of any instrument evidencing any of the Obligations or of
any
collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all
of the
Obligations in any case commenced by or against the Company under Title 11,
United States Code, including, without limitation, obligations or indebtedness
of the Company for post-petition interest, fees, costs and charges that would
have accrued or been added to the Obligations but for the commencement of
such
case. Terms not otherwise defined herein shall have the meaning assigned
such
terms in the Demand Notes, the Letter Agreement or the Securities Purchase
Agreement, among the Company and the Purchasers, as assignees of Laurus Master
Fund, Ltd., dated as of June 30, 2005, as amended, supplemented or otherwise
modified from time to time, as applicable.
In
furtherance of the foregoing, the undersigned xxxxxx agrees as
follows:
1. No
Impairment.
The
Creditor Parties may at any time and from time to time, either before or
after
the maturity thereof, without notice to or further consent of the undersigned,
extend the time of payment of, exchange or surrender any collateral for,
renew
or extend any of the Obligations or increase or decrease the interest rate
thereon, or any other agreement with the Company or with any other party
to or
person liable on any of the Obligations, or interested therein, for the
extension, renewal, payment, compromise, discharge or release thereof, in
whole
or in part, or for any modification of the terms thereof or of any agreement
between any Creditor Party and the Company or any such other party or person,
or
make any election of rights the Creditor Parties may deem desirable under
the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors’ rights generally (any of the foregoing,
an “Insolvency
Law”)
without in any way impairing or affecting this Guaranty. This Guaranty shall
be
effective regardless of the subsequent incorporation, merger or consolidation
of
the Company, or any change in the composition, nature, personnel or location
of
the Company and shall extend to any successor entity to the Company, including
a
debtor in possession or the like under any Insolvency Law.
1
2. Guaranty
Absolute.
Subject
to Section 5(b) hereof, the undersigned guarantees that the Obligations will
be
paid strictly in accordance with the terms of the Documents and/or any other
document, instrument or agreement creating or evidencing the Obligations,
regardless of any law, regulation or order now or hereafter in effect in
any
jurisdiction affecting any of such terms or the rights of the Company with
respect thereto. The undersigned acknowledges that (i) no oral representations,
including any representations to extend credit or provide other financial
accommodations to the Company, have been made by any Creditor Party to induce
the undersigned to enter into this Guaranty and (ii) any extension of credit
to
the Company shall be governed solely by the provisions of the Documents.
The
liability of the undersigned under this Guaranty shall be absolute and
unconditional, in accordance with its terms, and shall remain in full force
and
effect without regard to, and shall not be released, suspended, discharged,
terminated or otherwise affected by, any circumstance or occurrence whatsoever,
including, without limitation: (a) any waiver, indulgence, renewal, extension,
amendment or modification of or addition, consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents
or any
other instruments or agreements relating to the Obligations or any assignment
or
transfer of any thereof, (b) any lack of validity or enforceability of any
Document or other documents, instruments or agreements relating to the
Obligations or any assignment or transfer of any thereof, (c) any furnishing
of
any additional security to the Creditor Parties or their assignees or any
acceptance thereof or any release of any security by the Creditor Parties
or
their assignees, (d) any limitation on any party’s liability or obligation under
the Documents or any other documents, instruments or agreements relating
to the
Obligations or any assignment or transfer of any thereof or any invalidity
or
unenforceability, in whole or in part, of any such document, instrument or
agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to the Company, or any action taken with respect to this Guaranty
by
any trustee or receiver, or by any court, in any such proceeding, whether
or not
the undersigned shall have notice or knowledge of any of the foregoing, (f)
any
exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the undersigned.
Any amounts due from the undersigned to the Creditor Parties shall bear interest
until such amounts are paid in full at the highest rate then applicable to
the
Obligations. Obligations include post-petition interest whether or not allowed
or allowable.
2
3. Waivers.
(a)This
Guaranty is a guaranty of payment and not of collection. The Creditor Parties
shall be under no obligation to institute suit, exercise rights or remedies
or
take any other action against the Company or any other person or entity liable
with respect to any of the Obligations or resort to any collateral security
held
by it to secure any of the Obligations as a condition precedent to the
undersigned being obligated to perform as agreed herein and the Guarantor
hereby
waives any and all rights which it may have by statute or otherwise which
would
require the Creditor Parties to do any of the foregoing. Guarantor further
consents and agrees that the Creditor Parties shall be under no obligation
to
marshal any assets in favor of Guarantor, or against or in payment of any
or all
of the Obligations. The undersigned hereby waives all suretyship defenses
and
any rights to interpose any defense, counterclaim or offset of any nature
and
description which the undersigned may have or which may exist between and
among
any Creditor Party, the Company and/or the undersigned with respect to the
undersigned’s obligations under this Guaranty, or which the Company may assert
on the underlying debt, including but not limited to failure of consideration,
breach of warranty, fraud, payment (other than cash payment in full of the
Obligations), statute of frauds, bankruptcy, infancy, statute of limitations,
accord and satisfaction, and usury.
(b)The
undersigned further waives (i) notice of the acceptance of this Guaranty,
of the
making of any such loans or extensions of credit, and of all notices and
demands
of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in the Company’s financial condition or of
any other fact which might materially increase the risk of the undersigned
and
(ii) presentment to or demand of payment from anyone whomsoever liable upon
any
of the Obligations, protest, notices of presentment, non-payment or protest
and
notice of any sale of collateral security or any default of any
sort.
(c)Notwithstanding
any payment or payments made by the undersigned hereunder, or any setoff
or
application of funds of the undersigned by any Creditor Party, the undersigned
shall not be entitled to be subrogated to any of the rights of such Creditor
Party against the Company or against any collateral or guarantee or right
of
offset held by such Creditor Party for the payment of the Obligations, nor
shall
the undersigned seek or be entitled to seek any contribution or reimbursement
from the Company in respect of payments made by the undersigned hereunder,
until
all amounts owing to the Creditor Parties by the Company on account of the
Obligations are indefeasibly paid in full and the Purchasers’ obligation to
extend credit pursuant to the Documents has been irrevocably terminated.
If,
notwithstanding the foregoing, any amount shall be paid to the undersigned
on
account of such subrogation rights at any time when all of the Obligations
shall
not have been paid in full and the Purchasers’ obligation to extend credit
pursuant to the Documents shall not have been terminated, such amount shall
be
held by the undersigned in trust for the Creditor Parties, segregated from
other
funds of the undersigned, and shall forthwith upon, and in any event within
two
(2) business days of, receipt by the undersigned, be turned over to the Agent
in
the exact form received by the undersigned (duly endorsed by the undersigned
to
the Agent, if required), to be applied against the Obligations, whether matured
or unmatured, in such order as the Agent may determine, subject to the
provisions of the Documents. Any and all present and future debts, obligations
and liabilities of the Company to the undersigned are hereby waived and
postponed in favor of, and subordinated to the full payment and performance
of,
all present and future debts and Obligations of the Company to the Creditor
Parties.
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4. Non-Recourse.
Notwithstanding anything to the contrary contained in this Guaranty, the
Creditor Parties’ recourse under this Guaranty shall be solely limited to (a)
the enforcement of the Creditor Parties’ rights under the First Preferred Ship
Mortgage, in favor of the Agent, as agent for the Purchasers, as the same
may be
modified from time to time, and any other documents or instruments in favor
of
any Creditor Party pursuant to which the Guarantor grants a security interest
in
one or more vessels owned by the Guarantor plus
(b) any
and all costs and expenses incurred by any Creditor Party (including, without
limitation, all reasonable fees and disbursements of counsel) in enforcing
any
rights under, and/or defending any action instituted by the undersigned
challenging the enforcement by any Creditor Party of its rights under this
Guaranty.
5. Representations
and Warranties.
The
undersigned hereby represents and warrants (all of which representations
and
warranties shall survive until all Obligations are indefeasibly satisfied
in
full and the Documents have been irrevocably terminated), that:
(a)Legal
Capacity.
The
undersigned has full legal capacity to execute and deliver this Guaranty
and to
perform the obligations of the undersigned under this Guaranty.
(b)Legal,
Valid and Binding Character.
This
Guaranty constitutes its legal, valid and binding obligation enforceable
in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditor’s rights and general
principles of equity that restrict the availability of equitable or legal
remedies.
(c)Violations.
The
execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to the undersigned or any contract, agreement
or
instrument to which the undersigned is a party or by which the undersigned
or
any of the undersigned’s property is bound or result in the creation or
imposition of any mortgage, lien or other encumbrance other than in favor
of the
Agent, for the ratable benefit of the Creditor Parties, on any of the
undersigned’s property or assets pursuant to the provisions of any of the
foregoing.
(d)Consents
or Approvals.
No
consent of any other person or entity (including, without limitation, any
creditor of the undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing
or
declaration with, any governmental authority is required in connection with
the
execution, delivery, performance, validity or enforceability of this Guaranty
by
the undersigned.
(e)Litigation.
No
litigation, arbitration, investigation or administrative proceeding of or
before
any court, arbitrator or governmental authority, bureau or agency is currently
pending or, to the best of the undersigned’s knowledge, threatened (i) with
respect to this Guaranty or any of the transactions contemplated by this
Guaranty or (ii) against or affecting the undersigned, or any of the
undersigned’s property or assets.
4
(f)Financial
Benefit.
The
undersigned has derived or expects to derive a financial or other advantage
from
each and every loan, advance or extension of credit made under the Documents
or
other Obligation incurred by the Company to the Creditor Parties.
6. Acceleration.
(a)If
any
breach of any covenant, condition or other provision or other Event of Default
shall occur and be continuing under the Documents, or either the Company
or any
of the undersigned should at any time become insolvent, or make a general
assignment, or if a proceeding in or under any Insolvency Law shall be filed
or
commenced by, or in respect of, any of the undersigned, or if a notice of
any
lien, levy, or assessment is filed of record with respect to any assets of
any
of the undersigned by the United States of America or any department, agency,
or
instrumentality thereof, or if any taxes or debts owing at any time or times
hereafter to any one of them becomes a lien or encumbrance upon any assets
of
the undersigned in any Creditor Party’s possession, or otherwise, any and all
Obligations shall for purposes hereof, at the Creditor Parties’ option, be
deemed due and payable without notice notwithstanding that any such Obligation
is not then due and payable by the Company.
(b)Each
of
the undersigned will promptly notify the Agent of any default by such
undersigned in its respective performance or observance of any term or condition
of any agreement to which the undersigned is a party if the effect of such
default is to cause, or permit the holder of any obligation under such agreement
to cause, such obligation to become due prior to its stated maturity and,
if
such an event occurs, the Creditor Parties shall have the right to accelerate
such undersigned’s obligations hereunder.
7. Payments
from Guarantors.
The
Creditor Parties, in their sole and absolute discretion, with or without
notice
to the undersigned, may apply on account of the Obligations any payment from
the
undersigned or any other guarantors, or amounts realized from any security
for
the Obligations, or may deposit any and all such amounts realized in a
non-interest bearing cash collateral deposit account to be maintained as
security for the Obligations.
8. Costs.
The
undersigned shall pay on demand, all costs, fees and expenses (including
expenses for legal services of every kind) relating or incidental to the
enforcement or protection of the rights of the Creditor Parties hereunder
or
under any of the Obligations.
9. No
Termination.
This is
a continuing irrevocable guaranty and shall remain in full force and effect
and
be binding upon the undersigned, and the undersigned’s heirs, administrators,
executors, successors and assigns, until all of the Obligations have been
indefeasibly paid in full and the Purchasers’ obligation to extend credit
pursuant to the Documents has been irrevocably terminated. If any of the
present
or future Obligations are guarantied by persons, partnerships, corporations
or
other entities in addition to the undersigned, the death, release or discharge
in whole or in part or the bankruptcy, merger, consolidation, incorporation,
liquidation or dissolution of one or more of them shall not discharge or
affect
the liabilities of the undersigned under this Guaranty. The death of the
undersigned shall not effect a termination of this Guaranty. Upon the
indefeasible payment and/or other satisfaction in full of the Obligations
by the
Company or otherwise, the Agent shall promptly thereafter take all such action
as shall be necessary to release its security interest under the First Preferred
Ship Mortgage and this Guaranty shall, simultaneously with such release,
be
deemed terminated and of no further force and effect.
5
10. Recapture.
Anything in this Guaranty to the contrary notwithstanding, if any Creditor
Party
receives any payment or payments on account of the liabilities guaranteed
hereby, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under any
Insolvency Law, common law or equitable doctrine, then to the extent of any
sum
not finally retained by the Creditor Parties, the undersigned’s obligations to
the Creditor Parties shall be reinstated and this Guaranty shall remain in
full
force and effect (or be reinstated) until payment shall have been made to
the
Creditor Parties, which payment shall be due on demand.
11. Books
and Records.
The
books and records of the Agent showing the account between the Creditor Parties
and the Company shall be admissible in evidence in any action or proceeding,
shall be binding upon the undersigned for the purpose of establishing the
items
therein set forth and shall constitute prima facie proof thereof.
12. No
Waiver.
No
failure on the part of any Creditor Party to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by any Creditor Party of
any
right, remedy or power hereunder preclude any other or future exercise of
any
other legal right, remedy or power. Each and every right, remedy and power
hereby granted to the Creditor Parties or allowed it by law or other agreement
shall be cumulative and not exclusive of any other, and may be exercised
by the
Creditor Parties at any time and from time to time.
13. WAIVER
OF JURY TRIAL.
THE
UNDERSIGNED DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE UNDERSIGNED HERETO WAIVES ALL
RIGHTS
TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY CREDITOR
PARTY, AND/OR THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS
GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.
6
14. GOVERNING
LAW; JURISDICTION.
THIS
GUARANTY CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED BY
AND
CONSTRUED AND ENFORCED 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 CONFLICTS OF LAWS. THE UNDERSIGNED HEREBY CONSENTS AND AGREES
THAT
THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THE UNDERSIGNED, ON THE ONE HAND, AND ANY CREDITOR PARTY, ON THE
OTHER
HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE DOCUMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED,
THAT
THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE
HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW
YORK;
AND FURTHER PROVIDED,
THAT
NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THE CREDITOR
PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR
ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF ANY CREDITOR PARTY. THE UNDERSIGNED EXPRESSLY SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED
IN ANY
SUCH COURT, AND THE UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY
HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS.
THE
UNDERSIGNED HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL
ADDRESSED TO THE UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE
SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE UNDERSIGNED’S ACTUAL
RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.
15. Understanding
With Respect to Waivers and Consents.
The
Guarantor warrants and agrees that each of the waivers and consents set forth
in
this Guaranty is made voluntarily and unconditionally after consultation
with
outside legal counsel and with full knowledge of its significance and
consequences, with the understanding that events giving rise to any defense
or
right waived may diminish, destroy or otherwise adversely affect rights which
such Guarantor otherwise may have against the Company, any Creditor Party
or any
other person or entity or against any collateral. If, notwithstanding the
intent
of the parties that the terms of this Guaranty shall control in any and all
circumstances, any such waivers or consents are determined to be unenforceable
under applicable law, such waivers and consents shall be effective to the
maximum extent permitted by law.
16. Severability.
To the
extent permitted by applicable law, any provision of this Guaranty which
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 hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
17. Amendments,
Waivers.
No
amendment or waiver of any provision of this Guaranty nor consent to any
departure by the undersigned therefrom shall in any event be effective unless
the same shall be in writing executed by the undersigned directly affected
by
such amendment and/or waiver and the Agent.
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18. Notice.
All
notices, requests and demands to or upon the undersigned, shall be in writing
and shall be deemed to have been duly given or made (a) when delivered, if
by
hand, (b) three (3) days after being sent, postage prepaid, if by
registered or certified mail, (c) when confirmed electronically, if by
facsimile, or (d) when delivered, if by a recognized overnight delivery service
in each event, to the numbers and/or address set forth beneath the signature
of
the undersigned.
19. Successors.
Each
Creditor Party may, from time to time, without notice to the undersigned,
sell,
assign, transfer or otherwise dispose of all or any part of the Obligations
and/or rights under this Guaranty. Without limiting the generality of the
foregoing, each Creditor Party may assign, or grant participations to, one
or
more banks, financial institutions or other entities all or any part of any
of
the Obligations. In each such event, the Creditor Parties, their Affiliates
and
each and every immediate and successive purchaser, assignee, transferee or
holder of all or any part of the Obligations shall have the right to enforce
this Guaranty, by legal action or otherwise, for its own benefit as fully
as if
such purchaser, assignee, transferee or holder were herein by name specifically
given such right. The Creditor Parties shall have an unimpaired right to
enforce
this Guaranty for its benefit with respect to that portion of the Obligations
which the Creditor Parties have not disposed of, sold, assigned, or otherwise
transferred.
20. Joinder.
It is
understood and agreed that any person or entity that desires to become a
Guarantor hereunder, or is required to execute a counterpart of this Guaranty
after the date hereof pursuant to the requirements of any Document, shall
become
a Guarantor hereunder by (x) executing a joinder agreement in form and substance
satisfactory to the Agent, (y) delivering supplements to such exhibits and
annexes to such Documents as the Agent shall reasonably request and/or as
may be
required by such joinder agreement and (z) taking all actions as specified
in
this Guaranty as would have been taken by the Guarantor had it been an original
party to this Guaranty, in each case with all documents required above to
be
delivered to the Agent and with all documents and actions required above
to be
taken to the reasonable satisfaction of the Agent.
21. Release.
Nothing
except indefeasible payment in full of the Obligations shall release the
undersigned from liability under this Guaranty.
22. Remedies
Not Exclusive.
The
remedies conferred upon the Creditor Parties in this Guaranty are intended
to be
in addition to, and not in limitation of any other remedy or remedies available
to the Creditor Parties.
[REMAINDER
OF THIS PAGE IS BLANK.
SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
8
IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of
the
date and year here above written.
|
/s/
Xxxxxxx X’Xxxxxx
|
|
Xxxxxxx
X’Xxxxxx, Individually
|
|
Address:
|
|
35
Xxxxxxx Pt. Rd.
|
|
East
Moriches, New York 11940
|
STATE
OF
New York
)
): ss.:
COUNTY
OF
Suffolk
)
On
the
3rd day of September, 2008, before me personally came Xxxxxxx X’Xxxxxx to me
known, who being by me duly sworn, did depose and say that he has read the
foregoing instrument and is fully familiar with the contents thereof; that
he
signed his name thereto of his own free will and volition.
|
Xxxx
X. Xxxx
|
|
Notary
Public
|
Xxxx
X.
Xxxx
Notary
Public, State of New York
No.
01DU6190448
Qualified
In Suffolk County
Commission
Expires 07/28/2012
9
