PURCHASE AGREEMENT
THIS AGREEMENT is made as of July 14th, 2003, between
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP, a
Minnesota limited partnership, whose Tax I.D. Number is 41-
1677062 ("Seller") and APPLE INVESTMENT GROUP, INC., a California
corporation, whose Tax I.D. Number is 00-0000000 ("Buyer").
WHEREAS, Seller, as lessor, and Buyer, as lessee, are
parties to that certain Net Lease Agreement dated April 28, 1994
(the "Lease"), for the Property (as hereinafter defined).
WHEREAS, Buyer is a debtor-in-possession in a pending
Chapter 11 proceeding entitled: In re Apple Investment Group,
Inc., a California corporation, Debtor, Case No. RS 01-27096 DN,
pending in United States Bankruptcy Court for the Central
District of California, Riverside Division (the "Bankruptcy
Court").
WHEREAS, all capitalized terms used herein and not
otherwise defined shall have the same meaning as set forth in
that certain "Stipulation to Modify and to Assume Modified Lease
of Non-Residential Real Property and Order Thereon" entered by
the Court on May 22, 2002, as modified by that certain
"Stipulation to Modify the Terms of the `Stipulation to Modify
and to Assume Modified Lease of Non-Residential Real Property and
Order Thereon'" entered by the Court on July 29, 2002 and that
certain "Order Approving Debtor's Purchase of the Apple Valley
Property filed June 30, 2003 and entered July 1, 2003" as shown
on Exhibit B attached hereto and incorporated herein (as
modified, the "Stipulation").
In consideration of this Agreement, Seller and Buyer
agree as follows:
1. SALE OF PROPERTY. Seller agrees to sell to Buyer, and Buyer
agrees to buy from Seller, the following property (collectively,
"Property"):
REAL PROPERTY. The real property located in San
Bernardino County, California described on the attached
Exhibit A ("Land") together with (1) all buildings and
improvements constructed or located on the Land
("Buildings") and (2) all easements and rights
benefiting or appurtenant to the Land (collectively the
"Real Property").
2. PURCHASE PRICE AND MANNER OF PAYMENT. The total purchase
price ("Purchase Price") to be paid for the Property shall be
$1,100,000. The Purchase Price shall be payable as follows:
2.1 $15,000.00 as xxxxxxx money ("Xxxxxxx Money") which Xxxxxxx
Money has been delivered to Seller outside of the Escrow.
2.2 The sum of One Hundred Twenty-eight Thousand Seven Hundred
Fifty and no/100 Dollars ($128,750.00) in the form of Buyer's
promissory note, in the form and content attached hereto as
Exhibit C (the "Note"), Buyer's performance thereunder to be
secured by (a) a deed of trust, in the form and content attached
hereto as Exhibit D (the "Deed of Trust") to be recorded against
the Property in a position junior to Desert Community Bank, and
(b) the personal guarantees of Xxxxxxx Xxxxxxxxxxx and Xxxx
Xxxxxxxxxxx, in the form and content attached hereto as Exhibit E
(the "Guaranty").
2.3 The balance of the Purchase Price in the sum of
approximately $956,250 in cash or by wire transfer of funds on
the Closing Date.
3. ESCROW.
3.1 OPENING OF ESCROW. Seller and Buyer shall open an escrow
(the "Escrow") with North American Title Company ("Title
Insurer") by depositing this Agreement, together with Title
Insurer's acceptance letter and instructions, duly executed by
Seller and Buyer, with Title Insurer. The time when Title
Insurer receives and executes a copy of this Agreement, fully
executed by the parties (in counterpart or otherwise), shall be
deemed the "Opening of Escrow." Buyer and Seller shall execute
and deliver to Title Insurer in a timely fashion such instruments
and funds as are reasonably necessary to close the Escrow and
consummate the sale and purchase of the Property (or the exchange
thereof, if applicable) in accordance with the terms and
provisions of this Agreement.
3.2 ADDITIONAL TITLE INSURER REQUIREMENTS. If there are any
requirements imposed by Title Insurer relating to the duties or
obligations of Title Insurer, or if Title Insurer requires any
other additional instructions, the parties agree to make such
deletions, substitutions and additions to this Agreement which do
not cause more than a ministerial or de minimis change to this
Agreement or its intent. Any such changes requested by Title
Insurer shall be subject to written approval of the parties,
which approval shall not be unreasonably withheld or delayed.
3.3 DEPOSIT OF FUNDS. Except as otherwise provided in this
Agreement, all funds deposited into the Escrow by Buyer shall be
immediately deposited by Title Insurer into Treasury Bills or
other short-term United States Government obligations, in
repurchase contracts for the same, or in a federally insured
money market account, subject to the control of Title Insurer in
a bank or savings and loan association, or such other institution
approved by Buyer; provided, however, that such funds must be
readily available as necessary to comply with the terms of this
Agreement and Title Insurer's escrow instructions, and for the
Escrow to close within the time specified in Section 5.1 of this
Agreement. Except as may be otherwise specifically provided
herein, interest on amounts placed by Title Insurer in any such
investments or interest bearing accounts shall accrue to the
benefit of Buyer, and Buyer shall promptly provide to Title
Insurer Buyer's Tax Identification Number.
4. CONTINGENCIES. The obligations of Buyer under this
Agreement are contingent upon each of the following:
4.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller contained in this Agreement must be true now
and on the Closing Date as if made on the Closing Date.
4.2 COVENANTS. Seller shall not be in default or breach of any
of its obligations under this Agreement.
4.3 TITLE INSURANCE. The condition of title and the survey
shall have been found acceptable by Buyer on or prior to the
Contingency Date.
4.4 FINANCING. Buyer shall have received on or before the
Closing Date the proceeds of financing necessary and sufficient
in Buyer's opinion to implement Buyer's plans for and complete
the purchase of the Property. This Agreement is subject to
Bankruptcy Court approval.
4.5 Buyer shall have approved the environmental condition of the
Property on or before the expiration of the Contingency Date.
The "Contingency Date" shall be the Closing Date. If any
contingency has not been satisfied, then this Agreement may be
terminated by notice from Buyer to Seller, which notice shall be
given not more than five days after the Contingency Date or
Closing Date as the case may be. Upon termination, neither party
will have any further rights or obligations regarding this
Agreement or the Property. All the contingencies are
specifically for the benefit of the Buyer, and the Buyer shall
have the right to waive any contingency by written notice to
Seller.
5. CLOSING. The closing of the purchase and sale contemplated
by this Agreement (the "Closing") shall occur not later than July
14, 2003 (the "Closing Date"), or such earlier date as the
parties shall mutually agree in writing. The "Close of Escrow"
for purposes of this Agreement is defined as the time when the
Grant Deed is recorded in the Official Records of San Bernardino
County, California by Title Insurer. In the event the Escrow and
this Agreement are canceled and terminated, upon Title Insurer's
request, Buyer shall pay to Title Insurer all title and Escrow
cancellation charges; provided, however, that as an agreement
between the parties not to concern Title Insurer, it is agreed
that if termination of the Escrow is caused by the default of one
party then such party shall be responsible for all escrow and
title cancellation charges.
Seller agrees to deliver possession of the Property to
Buyer on the Close of Escrow.
5.1 SELLER'S CLOSING DOCUMENTS. Seller agrees that on or before
Noon California time on the Closing Date, Seller will deposit
with Title Insurer such items and instruments (executed and
acknowledged, if appropriate), in form and content reasonably
satisfactory to Buyer, as may be necessary in order for Title
Insurer to comply with this Agreement ("Seller's Closing
Documents"), including, without limitation, the following:
5.1.1 DEED. A Grant Deed conveying the Real Property to
Buyer, free and clear of all encumbrances, except the
Permitted Encumbrances hereafter defined.
5.1.2 ORIGINAL DOCUMENTS. Copies of all plans and
specifications and surveys for the Property in Seller's
possession, if any.
5.1.3 FIRPTA AFFIDAVIT. A non-foreign affidavit, properly
executed, containing such information as is required by
Internal Revenue Code Section 1445(b)(2) and its regulations.
5.1.4 OTHER DOCUMENTS. All other documents reasonably
determined by Buyer or Title Insurer to be necessary to
transfer the Property to Buyer free and clear of all
encumbrances.
5.2 BUYER'S CLOSING DOCUMENTS. Buyer agrees that on or before
10:00 a.m. on the Closing Date, Buyer will deposit with Title
Insurer all additional funds and/or documents (executed and
acknowledged, if appropriate), in form and content reasonably
satisfactory to Seller, which are necessary to comply with the
terms of this Agreement ("Buyer's Closing Documents"), including
without limitation:
5.2.1 PURCHASE PRICE. Funds representing the Purchase Price,
by wire transfer and execution or delivery of any required
Seller's financing documents.
5.2.2 SELLER CARRYBACK FINANCING. The original Note, Deed of
Trust and Guaranty, all executed (in the case of the Deed of
Trust, in the presence of a Notary Public) by Buyer provided
the final form of Note, Deed of Trust and Guaranty must be
approved by Seller in writing.
5.3 RECORDING OF GRANT DEED. Title Insurer will cause the Grant
Deed to be dated and recorded when (but in no event after the
Closing Date) Title Insurer is irrevocably committed to issue the
Title Policy to be issued as contemplated in this Agreement, and
holds for the account of Seller and Buyer the items and funds (if
any) to be delivered to Seller and Buyer through the Escrow,
after payment of costs, expenses, disbursements and prorations
chargeable to Seller or Buyer pursuant to the provisions of this
Agreement.
6. PRORATIONS. Seller and Buyer agree to the following pro-
rations and allocation of costs regarding this Agreement:
6.1 TITLE INSURANCE AND CLOSING FEE. Buyer will pay all title
insurance premiums required for the issuance of an A.L.T.A.
Owner's Policy of Title Insurance, a Lender's Policy of Title
Insurance insuring the Deed of Trust and for the survey. Seller
and Buyer will each pay one-half of any closing fee or charge
imposed by any closing agent or by the Title Insurer.
6.2 TRANSFER TAX. Seller shall pay all county documentary
transfer tax payable in connection with this transaction.
6.3 REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Since Buyer is
currently responsible for the payment of all real estate taxes
and special assessments pursuant to the terms of the Lease, no
prorations of such costs as of the Closing Date shall be
necessary.
6.4 OTHER COSTS. Since Buyer is currently responsible for the
payment of sewer and water costs and electricity, gas and any
other operating costs of the Property pursuant to the terms of
the Lease, no prorations of such costs as of the Closing Date
shall be necessary.
6.5 CAM CHARGES. Buyer will pay all common area maintenance
charges which are past due or due in the future under the Amended
and Restated Declaration of Restrictions and Grant of Easements
dated July 1, 1993, affecting the Property.
6.6 ATTORNEY'S FEES. Each of the parties will pay its own
attorney's fees, except that a party defaulting under this
Agreement or any Closing Document will pay the reasonable
attorney's fees and court costs incurred by the nondefaulting
party to enforce its rights hereunder.
7. TITLE EXAMINATION. Title Examination will be conducted as
follows:
7.1 TITLE EVIDENCE. Buyer, at its sole cost and expense, may
obtain a current commitment for an A.L.T.A. Owner's Policy of
Title Insurance (extended coverage) (the "Title Commitment")
issued by Title Insurer reflecting the status of title to the
Real Property and all exceptions, including easements, licenses,
restrictions, rights-of-way, leases, covenants, reservations and
other conditions, if any, affecting the Real Property, which
would appear in an A.L.T.A. Owner's Policy of Title Insurance
(extended coverage) if used, and committing to issue the A.L.T.A.
Owner's Policy of Title Insurance (extended coverage) to Buyer in
the full amount of the Purchase Price.
7.2 TITLE INSURANCE POLICY. Effective as of the Close of
Escrow, and as a condition precedent to the obligations of Buyer
hereunder, Title Insurer shall issue to Buyer its A.L.T.A.
Owner's Policy of Title Insurance (extended coverage), with
liability in the amount of the Purchase Price insuring the fee
title in the Property as vested in Buyer subject only to the
following matters affecting title ("Permitted Exceptions"):
(a) All general and special real property taxes
and assessments not yet delinquent, and all
improvement and assessment bonds;
(b) Supplemental taxes assessed pursuant to the
provisions of Chapter 3.5 (commencing with Section
75) of the Revenue and Taxation Code of the State
of California arising from the transaction
described herein;
(c) All liens, covenants, conditions,
restrictions, easements, rights of way, and all
other exceptions to title as referenced in the
Title Commitment, except those of which Purchaser
objects prior to the Closing Date.
Seller shall promptly deliver to Buyer and Title
Insurer any survey of the Property in its possession or under its
control for purposes of issuing an A.L.T.A. Owner's Policy of
Title Insurance (extended coverage).
Notwithstanding anything set forth in this Agreement,
however, Seller shall be obligated to remove and pay off all
monetary liens and encumbrances (including, without limitation,
judgment liens, tax liens, security interests, UCC Financing
Statements, deeds of trust and mortgages) affecting the Property,
unless such monetary liens are caused by Buyer.
8. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller represents
and warrants to Buyer as follows:
8.1 EXISTENCE; AUTHORITY. Seller is duly organized, qualified
and in good standing, and has the requisite power and authority
to enter into and perform this Agreement and Seller's Closing
Documents; such documents have been duly authorized by all
necessary action; such documents are valid and binding
obligations of Seller, and are enforceable in accordance with
their terms.
8.2 OPERATIONS. Seller has received no notice of actual or
threatened cancellation or suspension of any utility services or
certificate of occupancy for any portion of the Real Property.
Seller has received no notice of actual or threatened special
assessments or reassessments of the Real Property.
8.3 SELLER'S DEFAULTS. To the best knowledge of Seller, Seller
is not in default concerning any of its obligations or
liabilities regarding the Property.
8.4 FIRPTA. Seller is not a "foreign person", "foreign
partnership", "foreign trust" or "foreign estate", as those
terms are defined in Section 1445 of the Internal Revenue Code.
8.5 PROCEEDINGS. To the best knowledge of Seller, there is no
action, litigation, investigation, condemnation or proceeding of
any kind pending or threatened against Seller or any portion of
the Property.
Seller will indemnify Buyer, its successors and assigns, against,
and will hold Buyer, its successors and assigns, harmless from,
any expenses or damages, including reasonable attorneys' fees,
that Buyer incurs because of the breach of any of the above
representations and warranties, whether such breach is discovered
before or after Closing. Wherever herein a representation is
made "to the best knowledge of Seller", such representation is
limited to the actual knowledge of Xxxxx Xxxxxx, who Seller
represents is the person most knowledgeable about the Property
and its condition. Except as herein expressly stated, Buyer is
purchasing the Property based upon its own investigation and
inquiry and is not relying on any representation of Seller or
other person and is agreeing to accept and purchase the Property
"as is, where is" subject to the conditions of examination herein
set forth and the express warranties herein contained. Buyer is
familiar with the Property and will have adequate opportunity to
inspect the Property and all aspects thereof, including but not
limited to all legal, physical and environmental aspects thereof
prior to the Closing. Buyer acknowledges and accepts the risk
that any inspection may not disclose all material matters
affecting the Property. Subject only to the representations and
warranties of Seller in this Section 8, Buyer agrees to accept
the Property on an "AS IS" basis as of the Closing (including as
to all legal, physical and environmental aspects thereof), and
acknowledges and agrees that it shall not have any claim against
Seller or any person for whom or which Seller may be responsible,
whether directly, indirectly, by indemnity, contribution or on
any other basis or theory, whether by law, statute, equity or
otherwise, except as to the representations and warranties of
Seller in this Section 8.
All of the representations and warranties contained in this
Section 8 shall survive and be enforceable only for claims
asserted by Buyer against Seller by an action commenced prior to
a date 24 months after the Closing.
9. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents
and warrants to Seller that Buyer is duly incorporated and is in
good standing under the laws of the State of California; that
Buyer has the requisite corporate power and authority to enter
into this Agreement and any closing documents to be signed by it;
that the execution, delivery and performance by Buyer of such
documents do not conflict with or result in violation of Buyer's
Articles of Incorporation or Bylaws or any judgment, order or
decree of any court or arbiter to which Buyer is a party. Buyer
will indemnify Seller, its successors and assigns, against, and
will hold Seller, its successors and assigns, harmless from, any
expenses or damages, including reasonable attorneys' fees, that
Seller incurs because of the breach of any of the above
representations and warranties, or for failure to pay the CAM
charges described in Section 5.5 of this Agreement, whether such
breach is discovered before or after Closing.
10. CASUALTY; CONDEMNATION. If all or any part of the Property
is substantially damaged by fire, casualty, the elements or any
other cause, Seller shall immediately give notice to Buyer, and
Buyer shall have the right to terminate this Agreement by giving
notice within thirty (30) days after Seller's notice. If Buyer
shall fail to give the notice, then the parties shall proceed to
Closing, and Seller shall assign to Buyer all rights to insurance
proceeds resulting from such event. If eminent domain
proceedings are threatened or commenced against all or any part
of the Property, Seller shall immediately give notice to Buyer,
and Buyer shall have the right to terminate this Agreement by
giving notice within thirty (30) days after Seller's notice. If
Buyer shall fail to give the notice, then the parties shall
proceed to Closing, and Seller shall assign to Buyer all rights
to appear in and receive any award from such proceedings.
11. BROKER'S COMMISSION. Seller and Buyer represent to each
other that they have dealt with no other brokers, finders or the
like in connection with this transaction, and agree to indemnify
and hold each other harmless from all claims, damages, costs or
expenses of or for any other such fees or commissions resulting
from their actions or agreements regarding the execution or
performance of this Agreement, and will pay all costs of
defending any action or lawsuit brought to recover any such fees
or commissions incurred by the other party, including reasonable
attorneys' fees.
12. ASSIGNMENT. Either party may assign its rights under this
Agreement with the prior written consent of the other party,
before or after the Closing. Any such assignment will not
relieve such assigning party of its obligations under this
Agreement.
13. SURVIVAL. All of the terms of this Agreement and warranties
and representations herein contained shall survive and be
enforceable after the Closing.
14. NOTICES. Any notice required or permitted hereunder shall
be given by personal delivery upon an authorized representative
of a party hereto; or if mailed by United States registered or
certified mail, return receipt requested, postage prepaid; or if
transmitted by facsimile copy followed by mailed notice; or if
deposited cost paid with a nationally recognized, reputable
overnight courier, properly addressed as follows:
If to Seller: AEI Net Lease Income & Growth
Fund XIX
1300 Xxxxx Fargo Place
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Managing Partner
Fax #: 000-000-0000
With Copy to: Xxxxxx & Whitney LLP
00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxx, Esq.
Fax 000-000-0000
If to Buyer: Apple Investment Group, Inc.
00000 Xxxx Xxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxxx
Fax #: 000-000-0000
With Copy to: Marshack Xxxxxxx Xxxxxx &
Xxxxxxx LLP
00000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxx X. Xxxxxxx, Xx., Esq.
Fax #: 000-000-0000
Notices shall be deemed effective on the earlier of the date of
receipt or the date of deposit, as aforesaid; provided, however,
that if notice is given by deposit, the time for response to any
notice by the other party shall commence to run one business day
after any such deposit. Any party may change its address for the
service of notice by giving notice of such change 10 days prior
to the effective date of such change.
15. MISCELLANEOUS. The paragraph headings or captions appearing
in this Agreement are for convenience only, are not a part of
this Agreement, and are not to be considered in interpreting this
Agreement. This written Agreement constitutes the complete
agreement between the parties and supersedes any prior oral or
written agreements between the parties regarding the Property.
There are no verbal agreements that change this Agreement, and no
waiver of any of its terms will be effective unless in a writing
executed by the parties. This Agreement binds and benefits the
parties and their successors and assigns. This Agreement has
been made under the laws of the State of California, and such
laws will control its interpretation.
16. REMEDIES. IF BUYER DEFAULTS UNDER THIS
AGREEMENT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT BY GIVING WRITTEN NOTICE TO BUYER. IF BUYER FAILS TO
CURE SUCH DEFAULT WITHIN 15 DAYS OF THE DATE OF SUCH NOTICE, THIS
AGREEMENT WILL TERMINATE, AND UPON SUCH TERMINATION SELLER WILL
RETAIN THE XXXXXXX MONEY AS LIQUIDATED DAMAGES, TIME BEING OF THE
ESSENCE OF THIS AGREEMENT. THE TERMINATION OF THIS AGREEMENT AND
RETENTION OF THE XXXXXXX MONEY WILL BE THE SOLE REMEDY (WHETHER
IN LAW OR EQUITY) AVAILABLE TO SELLER FOR SUCH DEFAULT BY BUYER,
AND BUYER WILL NOT BE LIABLE FOR DAMAGES OR SPECIFIC PERFORMANCE.
SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR
THE FAILURE OF PURCHASER TO CLOSE AND CONSUMMATE THE TRANSACTIONS
HEREIN CONTEMPLATED. ALL OTHER CLAIMS TO DAMAGES OR OTHER
REMEDIES IN CONNECTION WITH PURCHASER'S FAILURE TO CLOSE AND
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY
WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE
MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTION 1671, 1676 AND 1677. SELLER HEREBY
WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.
____/s/ PK______ ____/s/ VC_____
Seller's Initials Buyer's Initials
Seller and Buyer have executed this Agreement as of the date
first written above.
SELLER
AEI Net Lease Income & Growth
Fund XIX Limited Partnership,
a Minnesota limited partnership
By: AEI Fund Management XIX, Inc.
Its: General Partner
Date of Signature By /s/ Xxxxxxx X. Xxxxx
Its CFO
July 9th, 2003
BUYER
Apple Investment Group, Inc.
Date of Signature By /s/ Xxxxxxx X. Xxxxxxxxxxx
Its President
July 9th, 2003
EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF
CALIFORNIA, COUNTY OF SAN BERNARDINO, AND IS DESCRIBED AS
FOLLOWS:
PARCEL 1:
PARCEL 1 OF PARCEL MAP NO. 14375, AS SHOWN BY MAP ON FILE IN BOOK
169 PAGE(S) 72 THROUGH 74, INCLUSIVE, OF PARCEL MAPS, RECORDS OF
SAN BERNARDINO COUNTY, CALIFORNIA.
PARCEL 2:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS AND
EGRESS, PARKING, PUBLIC UTILITIES, AND INCIDENTAL PURPOSES, OVER
THE "COMMON AREA" AS DESCRIBED IN THAT CERTAIN DECLARATION OF
RESTRICTIONS AND GRANT OF EASEMENTS, RECORDED APRIL 24, 1991 AS
INSTRUMENT NO. 91-136488, AND AS AMENDED AND RESTATED BY DOCUMENT
RECORDED JUNE 29, 1993 AS INSTRUMENT NO. 93-277172 OF OFFICIAL
RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA.
EXHIBIT B
STIPULATION
EXHIBIT C
NOTE
EXHIBIT D
DEED OF TRUST
EXHIBIT E
GUARANTY
