GUARANTY AGREEMENT
Guaranty
Agreement, dated as of April 6, 2007, made by each of the signatories hereto
(together with any other entity that may become a party hereto as provided
herein, the “Guarantors”),
in
favor of Sheridan
Asset Management, LLC
(the
"Lender")
relating to that certain Loan Agreement, dated as of the date hereof, by and
among Universal
Property Development and Acquisition Corporation,
a
Nevada corporation (the “Company”),
the
Guarantors, and the Lender.
WITNESSETH:
WHEREAS,
pursuant to that certain Loan Agreement, dated as of the date hereof, by and
between the Company and the Lender (the “Loan
Agreement”),
the
Lender has agreed to make a term loan to the Company evidenced by the Company’s
Senior Secured Promissory Note, due April 6,
2008
(the
“Note”),
subject to the terms and conditions set forth therein; and
WHEREAS,
it is a
condition precedent to the determination of the Lender to make loans to the
Company pursuant to the Loan Agreement that the Guarantors shall have executed
and delivered the Guaranty to the Lender; and
WHEREAS,
each
Guarantor will directly benefit from the extension of credit to the Company
represented by the issuance of the Note; and
NOW,
THEREFORE, in consideration of the premises and to induce the Lender to enter
into the Loan Agreement and to carry out the transactions contemplated thereby,
each Guarantor hereby agrees with the Lender as follows:
1. Definitions.
Unless
otherwise defined herein, terms defined in the Loan Agreement and used herein
shall have the meanings given to them in the Loan Agreement. The words “hereof,”
“herein,” “hereto” and “hereunder” and words of similar import when used in this
Guaranty shall refer to this Guaranty as a whole and not to any particular
provision of this Guaranty, and Section and Schedule references are to this
Guaranty unless otherwise specified. The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such terms.
The following terms shall have the following meanings:
“Action”
shall
have the meaning set forth in Section 3(f) of this Guaranty.
“Company”
shall
have the meaning set forth in the Preamble of this Guaranty.
“Financial
Information”
shall
have the meaning set forth in Section 3(d) of this Guaranty.
“Guaranty”
means
this Guaranty Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.
“Guarantors”
shall
have the meaning set forth in the Preamble of this Guaranty.
“Lender”
shall
have the meaning set forth in the Preamble of this Guaranty.
“Loan
Agreement”
shall
have the meaning set forth in the Recitals of this Guaranty.
“Note”
shall
have the meaning set forth in the Recitals of this Guaranty.
“Obligations”
means
the collective reference to all obligations and undertakings of the Company
of
whatever nature, monetary or otherwise, under the Note,
the
Loan Agreement, the Security Agreement, the other Transaction Documents or
any
other future agreement or obligations undertaken by the Company to the Lender,
together with all reasonable attorneys’ fees, disbursements and all other costs
and expenses of collection incurred by Lender in enforcing any of such
Obligations and/or this Guaranty.
“Material
Adverse Effect”
means
(x) the adverse effect on the legality, validity or enforceability of this
Guaranty in any material respect, (y) a material adverse effect on the financial
condition of the Guarantor, or (z) the adverse impairment in any material
respect of the Guarantor's ability to perform fully on a timely basis its
obligations under this Guaranty.
2. Guaranty.
(a) Guaranty.
| (i) |
The
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantee to the Lender and its respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance
by the Company when due (whether at the stated maturity, by acceleration
or otherwise) of the Obligations.
|
| (ii) |
Anything
herein or in any other Transaction Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder
and
under the other Transaction Documents shall in no event exceed the
amount
which can be guaranteed by such Guarantor under applicable federal
and
state laws, including laws relating to the insolvency of debtors,
fraudulent conveyance or transfer or laws affecting the rights of
creditors generally (after giving effect to the right of contribution
established in Section 2(b)).
|
2
of 14
| (iii) |
Each
Guarantor agrees that the Obligations may at any time and from time
to
time exceed the amount of the liability of such Guarantor hereunder
without impairing the guarantee contained in this Section 2 or affecting
the rights and remedies of the Lender
hereunder.
|
| (iv) |
The
guarantee contained in this Section 2 shall remain in full force and
effect until all the Obligations and the obligations of each Guarantor
under the guarantee contained in this Section 2 shall have been satisfied
by payment in full.
|
| (v) |
No
payment made by the Company, any of the Guarantors, any other guarantor
or
any other Person or received or collected by the Lender from the Company,
any of the Guarantors, any other guarantor or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application
at any time or from time to time in reduction of or in payment of the
Obligations shall be deemed to modify, reduce, release or otherwise
affect
the liability of any Guarantor hereunder which shall, notwithstanding
any
such payment (other than any payment made by such Guarantor in respect
of
the Obligations or any payment received or collected from such Guarantor
in respect of the Obligations), remain liable for the Obligations up
to
the maximum liability of such Guarantor hereunder until the Obligations
are paid in full.
|
| (vi) |
Notwithstanding
anything to the contrary in this Guaranty, with respect to any defaulted
non-monetary Obligations the specific performance of which by the
Guarantors is not reasonably possible, the Guarantors shall only be
liable
for making the Lender whole on a monetary basis for the Company's failure
to perform such Obligations in accordance with the Transaction Documents.
|
(b) Right
of Contribution.
Each
Guarantor hereby agrees that, to the extent that a Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such Guarantor
shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment.
Each Guarantor's right of contribution shall be subject to the terms and
conditions of Section 2(c). The provisions of this Section 2(b) shall in no
respect limit the obligations and liabilities of any Guarantor to the Lender,
and each Guarantor shall remain liable to the Lender for the full amount
guaranteed by such Guarantor hereunder.
3
of 14
(c) No
Subrogation.
Notwithstanding any payment made by any Guarantor hereunder or any set-off
or
application of funds of any Guarantor by the Lender, no Guarantor shall be
entitled to be subrogated to any of the rights of the Lender against the Company
or any other Guarantor or any collateral security or guarantee or right of
offset held by the Lender for the payment of the Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from
the
Company or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Lender by the Company on account
of
the Obligations are paid in full. If any amount shall be paid to any Guarantor
on account of such subrogation rights at any time when all of the Obligations
shall not have been paid in full, such amount shall be held by such Guarantor
in
trust for the Lender, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Lender in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
Lender if required), to be applied against the Obligations, whether matured
or
unmatured, in such order as the Lender may determine.
(d) Amendments,
Etc. With Respect to the Obligations.
Each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Obligations made
by the Lender may be rescinded by the Lender and any of the Obligations
continued, and the Obligations, or the liability of any other Person upon or
for
any part thereof, or any collateral security or guarantee therefor or right
of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Lender, and the Loan Agreement and the other
Transaction Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated,
in
whole or in part, as the Lender may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Lender
for the payment of the Obligations may be sold, exchanged, waived, surrendered
or released. The Lender shall have no obligation to protect, secure, perfect
or
insure any Lien at any time held by them as security for the Obligations or
for
the guarantee contained in this Section 2 or any property subject thereto.
(e) Guaranty
Absolute and Unconditional.
Each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by the
Lender upon the guarantee contained in this Section 2 or acceptance of the
guarantee contained in this Section 2; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this
Section 2; and all dealings between the Company and any of the Guarantors,
on
the one hand, and the Lender, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 2. Each Guarantor waives to the extent permitted
by
law diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
the
Company or any of the Guarantors with respect to the Obligations. Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall
be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Loan Agreement
or
any other Transaction Document, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance or fraud or
misconduct by Lender) which may at any time be available to or be asserted
by
the Company or any other Person against the Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Company
or such Guarantor) which constitutes, or might be construed to constitute,
an
equitable or legal discharge of the Company for the Obligations, or of such
Guarantor under the guarantee contained in this Section 2, in bankruptcy or
in
any other instance. When making any demand hereunder or otherwise pursuing
its
rights and remedies hereunder against any Guarantor, the Lender may, but shall
be under no obligation to, make a similar demand on or otherwise pursue such
rights and remedies as it may have against the Company, any other Guarantor
or
any other Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any failure by
the
Lender to make any such demand, to pursue such other rights or remedies or
to
collect any payments from the Company, any other Guarantor or any other Person
or to realize upon any such collateral security or guarantee or to exercise
any
such right of offset, or any release of the Company, any other Guarantor or
any
other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any obligation or liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied
or
available as a matter of law, of the Lender against any Guarantor. For the
purposes hereof, "demand" shall include the commencement and continuance of
any
legal proceedings.
4
of 14
(f) Reinstatement.
The
guarantee contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof,
of
any of the Obligations is rescinded or must otherwise be restored or returned
by
the Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Company or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been
made.
5
of 14
(g) Payments.
Each
Guarantor hereby guarantees that payments hereunder will be paid to the Lender
without set-off or counterclaim in U.S. dollars at the address set forth or
referred to in the Loan Agreement.
3. Representations
and Warranties.
Each
Guarantor hereby makes the following representations and warranties to Lender
as
of the date hereof:
(a) Authorization;
Enforcement.
The
Guarantor has the legal capacity and right to enter into and to consummate
the
transactions contemplated by this Guaranty, and otherwise to carry out its
obligations hereunder. This Guaranty has been duly executed and delivered by
the
Guarantor and constitutes the valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its terms.
(b) No
Conflicts.
The
execution, delivery and performance of this Guaranty by the Guarantor and the
consummation by the Guarantor of the transactions contemplated thereby do not
and will not (i) conflict with, constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Guarantor is a party, or (ii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which
the
Guarantor is subject (including Federal and state securities laws and
regulations) or by which any property or asset of the Guarantor is bound or
affected. The business of the Guarantor is not being conducted in violation
of
any law, ordinance or regulation of any governmental authority, except for
violations which, individually or in the aggregate, do not have a Material
Adverse Effect.
(c) Consents
and Approvals.
The
Guarantor is not required to obtain any consent, waiver, authorization or order
of, or make any filing or registration with, any court or other federal, state,
local, foreign or other governmental authority or other person in connection
with the execution, delivery and performance by the Guarantor of this
Guaranty.
(d) Financial
Condition.
The Guarantor has furnished to the Lender the following financial information:
a
statement of personal assets (“Financial
Information”).
The Financial Information was prepared in accordance with sound accounting
principles applied on a basis consistently maintained throughout the period
involved and prior periods and fairly presents the financial condition of
Guarantor as of such date.
6
of 14
(e) Material
Changes.
The has been no material adverse change in the business prospects, assets,
liabilities, operations, or financial condition of the Guarantor, since the
date
of the last Financial Information previously delivered to
Lender.
(f) Litigation.
There
is no action, litigation, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Guarantor, threatened against
or affecting the Guarantor, or any of its properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”)
which
(i) adversely affects or challenges the legality, validity or enforceability
of
any of the Guaranty or the Loan Agreement or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect. The Guarantor has not been the subject of any Action involving
a
claim of violation of or liability under federal or state securities laws
.
(g) Compliance.
The
Guarantor (i) is not in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Guarantor under), nor has the Guarantor
received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement
or
instrument to which it is a party or by which it or any of its assets or
properties is bound (whether or not such default or violation has been waived),
(ii) is not in violation of any order of any court, arbitrator or governmental
body to which the Guarantor is subject or by which it or any of its assets
or
properties is bound, and (iii) is not and has not been in violation of any
statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws.
(h) Title
to Assets.
The
Guarantor has good and marketable title in fee simple to all real property
it
owns and marketable title in all personal property it owns, in each case free
and clear of all liens, except for liens as do not materially affect the value
of such property and do not materially interfere with the use made and proposed
to be made of such property by the Guarantor and liens for the payment of
federal, state or other taxes, the payment of which is neither delinquent nor
subject to penalties. Any real property and facilities held under lease by
the
Guarantor are held under valid, subsisting and enforceable leases of which
the
Guarantor is in compliance.
(i) Solvency.
The
Guarantor has no knowledge of any facts or circumstances which lead it to
believe that it will file for bankruptcy under the bankruptcy laws of any
jurisdiction within 7 year[s] from the date of this Guaranty.
(j) Tax
Status.
Except
for matters that would not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect, the Guarantor has filed
all
necessary federal, state and foreign income tax returns and has paid or accrued
all taxes shown as due thereon, and the Guarantor has no knowledge of a tax
deficiency which has been asserted or threatened against it.
7
of 14
4. Covenants.
Each
Guarantor covenants and agrees with the Lender that, from and after the date
of
this Guaranty until the Obligations shall have been paid in full, such Guarantor
shall take, and/or shall refrain from taking, as the case may be, each
commercially reasonable action (including complying with all of the obligations
in Section 4 of the Note) that is necessary to be taken or not taken, as the
case may be, so that no Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Guarantor.
5. Miscellaneous.
(a) Amendments
in Writing.
None of
the terms or provisions of this Guaranty may be waived, amended, supplemented
or
otherwise modified except in writing by the majority in interest (based on
the
then-outstanding principal amount of the Note at the time of such determination)
of the Lender.
(b) Notices.
All
notices, requests and demands to or upon the Lender or any Guarantor hereunder
shall be effected in the manner provided for in the Loan Agreement; provided
that any
such notice, request or demand to or upon any Guarantor shall be addressed
to
such Guarantor at its notice address set forth on Schedule 5(b).
(c) No
Waiver By Course Of Conduct; Cumulative Remedies.
The
Lender shall not by any act (except by a written instrument pursuant to Section
5(a)), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any default under the
Transaction Documents or Event of Default. No failure to exercise, nor any
delay
in exercising, on the part of the Lender, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise
of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Lender of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Lender would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive
of
any other rights or remedies provided by law.
8
of 14
(d) Enforcement
Expenses;
Indemnification.
| (i) |
Each
Guarantor agrees to pay, or reimburse the Lender for, all its costs
and
expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights
under this Guaranty and the other Transaction Documents to which such
Guarantor is a party, including, without limitation, the reasonable
fees
and disbursements of counsel to the
Lender.
|
| (ii) |
Each
Guarantor agrees to pay, and to save the Lender harmless from, any
and all
liabilities with respect to, or resulting from any delay in paying,
any
and all stamp, excise, sales or other taxes which may be payable or
determined to be payable in connection with any of the transactions
contemplated by this Guaranty.
|
| (iii) |
Each
Guarantor agrees to pay, and to save the Lender harmless from, any
and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
with respect to the execution, delivery, enforcement, performance and
administration of this Guaranty to the extent the Company would be
required to do so pursuant to the Loan
Agreement.
|
| (iv) |
The
agreements in this Section shall survive repayment of the Obligations
and
all other amounts payable under the Loan Agreement and the other
Transaction Documents.
|
(e) Successor
and Assigns.
This
Guaranty shall be binding upon the successors and permitted assigns of each
Guarantor and shall inure to the benefit of the Lender and its respective
successors and assigns; provided that no Guarantor may assign, transfer or
delegate any of its rights or obligations under this Guaranty without the prior
written consent of the Lender.
(f) Set-Off.
Each
Guarantor hereby irrevocably authorizes the Lender at any time and from time
to
time while an Event of Default under any of the Transaction Documents shall
have
occurred and be continuing, without notice to such Guarantor or any other
Guarantor, any such notice being expressly waived by each Guarantor, to set-off
and appropriate and apply any and all deposits, credits, indebtedness or claims,
in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the Lender to
or
for the credit or the account of such Guarantor, or any part thereof in such
amounts as the Lender may elect, against and on account of the obligations
and
liabilities of such Guarantor to the Lender hereunder and claims of every nature
and description of the Lender against such Guarantor, in any currency, whether
arising hereunder, under the Loan Agreement, any other Transaction Document
or
otherwise, as the Lender may elect, whether or not the Lender has made any
demand for payment and although such obligations, liabilities and claims may
be
contingent or unmatured. The Lender shall notify such Guarantor promptly of
any
such set-off and the application made by the Lender of the proceeds thereof,
provided that the failure to give such notice shall not affect the validity
of
such set-off and application. The rights of the Lender under this Section are
in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Lender may have.
9
of 14
(g) Counterparts.
This
Guaranty may be executed by one or more of the parties to this Guaranty on
any
number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
(h) Severability.
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.
(i) Section
Headings.
The
Section headings used in this Guaranty are for convenience of reference only
and
are not to affect the construction hereof or be taken into consideration in
the
interpretation hereof.
(j) Integration.
This
Guaranty and the other Transaction Documents represent the agreement of the
Guarantors and the Lender with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by the
Lender relative to subject matter hereof and thereof not expressly set forth
or
referred to herein or in the other Transaction Documents.
(k) Governing
Law.
THIS
GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH,
THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS
OF LAWS.
(l) Submission
to Jurisdictional; Waiver.
Each
Guarantor hereby
irrevocably
and unconditionally:
| (i) |
submits
for itself and its property in any legal action or proceeding relating
to
this Guaranty and the other Transaction Documents to which it is a
party,
or for recognition and enforcement of any judgment in respect thereof,
to
the exclusive general jurisdiction of the Courts of the State of New
York,
located in New York County, New York, the courts of the United States
of
America for the Southern District of New York, and appellate courts
from
any thereof;
|
10
of 14
| (ii) |
consents
that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue
of any
such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead
or
claim the same;
|
| (iii) |
agrees
that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Guarantor
at
its address referred to in the Loan Agreement or at such other address
of
which the Lender shall have been notified pursuant
thereto;
|
| (iv) |
agrees
that nothing herein shall affect the right to effect service of process
in
any other manner permitted by law or shall limit the right to xxx in
any
other jurisdiction; and
|
| (v) |
waives,
to the maximum extent not prohibited by law, any right it may have
to
claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.
|
(m) Acknowledgements.
Each
Guarantor hereby acknowledges that:
| (i) |
it
has been advised by counsel in the negotiation, execution and delivery
of
this Guaranty and the other Transaction Documents to which it is a
party;
|
| (ii) |
the
Lender has no fiduciary relationship with or duty to any Guarantor
arising
out of or in connection with this Guaranty or any of the other Transaction
Documents, and the relationship between the Guarantors, on the one
hand,
and the Lender, on the other hand, in connection herewith or therewith
is
solely that of debtor and creditor; and
|
| (iii) |
no
joint venture is created hereby or by the other Transaction Documents
or
otherwise exists by virtue of the transactions contemplated hereby
among
the Guarantors and the Lender.
|
11
of 14
(n) Release
of Guarantors.
Subject
to Section 2(f), each Guarantor will be released from all liability hereunder
concurrently with the repayment in full of all amounts owed under the Loan
Agreement, the Note and the other Transaction Documents.
(o) Seniority.
The
Obligations of each of the Guarantors hereunder rank senior in priority to
any
other debt of such Guarantor.
(p) Waiver
of Jury Trial.
EACH
GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE LENDER, HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY AND FOR ANY COUNTERCLAIM
THEREIN.
12
of 14
IN
WITNESS WHEREOF, the undersigned has caused this Guaranty to
be
duly executed and delivered as of the date first above written.
XXXXXXXXXXX
X. XXXXXXXX
13
of 14
SCHEDULE
5(b)
GUARANTORS
The
following are the names and notice addresses of each Guarantor.
|
NAME
|
ADDRESS
|
|
|
XXXXX
XXXXXXXX
|
0
Xxxxx Xxxxx, Xxx Xxxxxxx, XX 00000
|
|
|
XXXXXXXXXXX
X. XXXXXXXX
|
0000
Xxxxxx Xxxx., Xxxxxxxxxxx, XX 00000
|
14
of 14
