EXHIBIT 10.8.30


 


CONTINUING
GUARANTY


 


[Parent
Guarantor]


 


FOR VALUE RECEIVED, and in consideration of any loan
or other financial accommodation heretofore or hereafter at any time made or
granted to WESTAFF (USA), INC., a California corporation (“Borrower”),
by Agent or any Lender under (and as such terms are defined in) the Financing
Agreement referred to below, the undersigned, WESTAFF, INC., a Delaware
corporation (“Guarantor”), hereby agrees as follows:


 


1.             Guaranty of Obligations.  Guarantor unconditionally, absolutely and
irrevocably guarantees the full and prompt payment and performance when due,
whether by acceleration or otherwise, and at all times thereafter, of all
present and future Obligations of Borrower to Agent or any Lender or other
Secured Party (collectively, the “Benefited Parties”) under (and as such
terms are defined in ) the Financing Agreement dated as of even date herewith,
by and among Borrower, Guarantor, the Lenders party thereto, and U.S. Bank
National Association, as Agent (as the same may hereafter from time to time be
amended, modified, or restated, the “Financing Agreement”), and each of
the other agreements, documents and instruments entered into by Borrower in
connection therewith (all such Obligations are hereinafter referred to
collectively as the “Liabilities”).  This Continuing Guaranty
(this “Guaranty”) is a guaranty of payment and performance when due and
not a guaranty of collection. 
Capitalized terms used but not defined herein shall have the meaning
given to them in the Financing Agreement.


 


In the event of any default
by Borrower in making payment of, or default by Borrower in performance of, any
of the Liabilities, Guarantor agrees on demand by Agent, on behalf of all of
the Benefited Parties, to pay and perform all of the Liabilities as are then or
thereafter become due and owing to any or all of the Benefited Parties or are
to be performed by Borrower under the terms of the Loan Documents.   Guarantor further agrees to pay all expenses
(including Attorneys’ Fees) paid or incurred by Agent, on behalf of the
Benefited Parties, in endeavoring to collect the Liabilities, or any part
thereof, and in enforcing this Guaranty.


 


2.             Continuing Nature of Guaranty and Liabilities.  This Guaranty shall be
continuing and shall not be discharged, impaired or affected by:


 


(a)           the insolvency of Borrower or the payment in
full of all of the Liabilities at any time or from time to time;


 


(b)           the power or authority or lack thereof of
Borrower to incur the Liabilities;


 


(c)           the validity or invalidity of any of the
Loan Documents or the documents securing the same;


 


(d)           the existence or non-existence of Borrower
as a legal entity;


 


(e)           any transfer by Borrower of all or any part
of any collateral in which Agent has been granted a lien or security interest
pursuant to the Loan Documents;


 


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(f)            any statute of limitations affecting the
liability of Guarantor under this Guaranty or the Loan Documents or the ability
of Agent to enforce this Guaranty or any provision of the Loan Documents; or


 


(g)           any right of offset, counterclaim or defense
of Guarantor, including, without limitation, those which have been waived by
Guarantor pursuant to Paragraph 6(g) hereof.


 


3.             Insolvency of Borrower or Guarantor.  Without limiting the
generality of any other provision hereof, Guarantor agrees that, in the event
of the dissolution or insolvency of Borrower or Guarantor or the inability of
Borrower or Guarantor to pay its debts as they mature, or an assignment by
Borrower or Guarantor for the benefit of creditors, or the institution of any
proceeding by or against Borrower or Guarantor alleging that Borrower or
Guarantor is insolvent or unable to pay its debts as they mature, Guarantor
will pay to Agent forthwith the full amount which would be payable hereunder by
Guarantor if all of the Liabilities were then due and payable, whether or not
such event occurs at a time when any of the Liabilities are otherwise due and
payable.


 


4.             Payment of the Liabilities.  Any amounts received by
Agent from whatever source on account of the Liabilities may be applied by
Agent toward the payment of such of the Liabilities in the order of application
set forth in the Financing Agreement, and notwithstanding any payments made by
or for the account of Guarantor pursuant to this Guaranty.  Guarantor agrees that, if at any time all or
any part of any payment theretofore applied by Agent to any of the Liabilities
is or must be rescinded or returned by Agent for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of Borrower),
such Liabilities shall, for the purposes of this Guaranty and to the extent
that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application by Agent, and this
Guaranty shall continue to be effective or be reinstated, as the case may be,
as to such Liabilities, all as though such application by Agent had not been
made.  The guaranty set forth in Paragraph
1 of this Guaranty is a guaranty of payment and not of collection, is a
continuing guarantee, and shall apply to all Liabilities whenever arising.


 


5.             Permitted Actions of Agent.  Agent, on behalf of the
Benefited Parties, may from time to time, in its sole discretion and without
notice to Guarantor, take any or all of the following actions:


 


(a)           retain or obtain a security interest in any
assets of Borrower or any third party to secure any of the Liabilities or any
obligations of Guarantor hereunder;


 


(b)           retain or obtain the primary or secondary
obligation of any obligor or obligors, in addition to Guarantor, with respect
to any of the Liabilities;


 


(c)           extend or renew for one or more periods
(whether or not longer than the original period), alter or exchange any of the
Liabilities;


 


(d)           waive, ignore or forbear from taking action
or otherwise exercising any of its default rights or remedies with respect to
any default by Borrower under the Loan Documents;


 


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(e)           release, waive or compromise any obligation
of Guarantor hereunder or any obligation of any nature of any other obligor
primarily or secondarily obligated with respect to any of the Liabilities;


 


(f)            release its security interest in, or
surrender, release or permit any substitution or exchange for, all or any part
of any collateral now or hereafter securing any of the Liabilities or any
obligation hereunder, or extend or renew for one or more periods (whether or
not longer than the original period) or release, waive, compromise, alter or
exchange any obligations of any nature of any obligor with respect to any such
property; and


 


(g)           upon the occurrence and at any time of from
time to time during the continuance of an Event of Default, demand payment of
any of the Liabilities from Guarantor, whether or not Agent shall have
exercised any of its rights or remedies with respect to any property securing
any of the Liabilities or any obligation hereunder or proceeded against any
other obligor primarily or secondarily liable for payment or performance of any
of the Liabilities.


 


6.             Specific Waivers.  Without
limiting the generality of any other provision of this Guaranty, Guarantor
hereby expressly waives:


 


(a)           notice of the acceptance by Agent of this
Guaranty;


 


(b)           notice of the existence, creation, payment,
nonpayment, performance or nonperformance of all or any of the Liabilities;


 


(c)           presentment, demand, notice of dishonor,
protest, notice of protest and all other notices whatsoever with respect to the
payment or performance of the Liabilities or the amount thereof or any payment
or performance by Guarantor hereunder;


 


(d)           all diligence in collection or protection of
or realization upon the Liabilities or any thereof, any obligation hereunder or
any security for or guaranty of any of the foregoing;


 


(e)           any right to direct or affect the manner or
timing of Agent’s enforcement of its rights or remedies;


 


(f)            any and all defenses which would otherwise
arise upon the occurrence of any event or contingency described in Paragraph
1 hereof or upon the taking of any action by Agent permitted hereunder;


 


(g)           any defense, right of set-off, claim or
counterclaim whatsoever and any and all other rights, benefits, protections and
other defenses available to Guarantor now or at any time hereafter, including, without limitation, under
California Civil Code Sections 2787 to 2855, inclusive, and California Code of
Civil Procedure Sections 580a, 580b, 580d or 726, and all successor sections;
and


 


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(h)           all other principles or provisions of law,
if any, that conflict with the terms of this Guaranty, including, without
limitation, the effect of any circumstances that may or might constitute a
legal or equitable discharge of a guarantor or surety.


 


7.             Irrevocability.  To the extent permitted under applicable
law, Guarantor hereby further waives all rights to revoke this Guaranty at any
time, and all rights to revoke any agreement executed by Guarantor at any time
to secure the payment and performance of Guarantor’s obligations under this
Guaranty.


 


8.             Statutory Waiver of Rights and Defenses Regarding
Election of Remedies.  Guarantor
waives all rights and defenses arising out of an election of remedies by Agent,
even though that election of remedies, such as a nonjudicial foreclosure with
respect to security for a guaranteed obligation, has destroyed Guarantor’s
rights of subrogation and reimbursement against Borrower by the operation of
any applicable law, including without
limitation Section 580d of the California Code of Civil Procedure,
or otherwise.


 


9.             Subrogation.  Guarantor will not exercise any rights
which it may acquire by way of subrogation under this Guaranty, by any payment
hereunder or otherwise, until all of the Obligations have been Paid in
Full.  If any amount shall be paid to Guarantor on account of such
subrogation rights at any other time, such amount shall be held in trust for
the benefit of Agent and shall be forthwith paid to Agent to be credited and
applied to the Liabilities, whether matured or unmatured, in such manner as
Agent shall determine in its sole discretion.  Guarantor agrees that it shall have no right
of recourse to security for the Liabilities, except through the exercise of
rights of subrogation pursuant to this Paragraph 9.


 


10.           Remedies.  Guarantor
agrees that, to the fullest extent permitted by law, as between Guarantor, on
the one hand, and Agent and the Benefited Parties, on the other hand, the
Liabilities may be declared to be forthwith due and payable as provided in the
Financing Agreement (and shall be deemed to have become automatically due and
payable in the circumstances provided in the Financing Agreement) for purposes
of Paragraph 1 of this Guaranty notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Liabilities
from becoming automatically due and payable) as against any other Person and
that, in the event of such declaration (or the Liabilities being deemed to have
become automatically due and payable), the Liabilities (whether or not due and
payable by any other Person) shall forthwith become due and payable by
Guarantor for purposes of Paragraph 1.  
Guarantor acknowledges and agrees that its obligations hereunder are
secured in accordance with the terms of the Security Documents and that Agent
and the Benefited Parties may exercise their remedies thereunder in accordance
with the terms thereof.


 


11.           Assignments and Participations with Respect to
Benefited Parties’ Rights.  Each Benefited Party may, from time to time, without
notice to Guarantor but only in accordance with the terms of the Financing
Agreement, assign or transfer any or all of its share of the Liabilities or any
interest therein, and/or grant participants in any or all of its share of the
Liabilities or any interest therein, 
and, notwithstanding any such assignment or transfer or participation
with respect to the Liabilities or any subsequent assignment or transfer or
participation thereof, the Liabilities shall be and remain the Liabilities for
the purpose of this Guaranty.  Each and every immediate and
successive assignee or transferee or participant in accordance with the terms
of 


 


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the Financing Agreement with respect to of any portion of the
Liabilities or of any interest therein shall, to the extent of such party’s
interest in the Liabilities, be entitled to the benefits of this Guaranty to
the same extent as if such assignee or transferee or participant were Agent.


 


12.           Indulgences Not Waivers.  No delay in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Agent of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or
waiver of any of the provisions of this Guaranty be binding upon Agent, except
as expressly set forth in a writing duly signed and delivered by
Agent.  No action of Agent permitted hereunder shall in any way affect
or impair the rights of Agent or the obligations of Guarantor under this
Guaranty.


 


13.           Financial Condition of Borrower.  Guarantor represents and
warrants that it is fully aware of the financial condition of Borrower, and
Guarantor delivers this Guaranty based solely upon its own independent
investigation of Borrower’s financial condition and in no part upon any
representation or statement of Agent or any Lender with respect
thereto.  Guarantor further represents and warrants that it is in a
position to and hereby does assume full responsibility for obtaining such
additional information concerning Borrower’s financial condition as Guarantor
may deem material to his obligations hereunder, and Guarantor is not relying
upon, nor expecting Agent to furnish Guarantor any information in Agent’s or
any Lender’s possession concerning Borrower’s financial condition or concerning
any circumstances bearing on the existence or creation, or the risk of
nonpayment or nonperformance of the Liabilities.


 


Guarantor hereby waives any duty on the part of Agent
to disclose to Guarantor any facts Agent or any other Benefited Party may now
or hereafter know about Borrower, regardless of whether Agent has reason to
believe that any such facts materially increase the risk beyond that which
Guarantor intends to assume or has reason to believe that such facts are
unknown to Guarantor.


 


Guarantor hereby knowingly accepts the full range of
risk encompassed within a contract of “continuing guaranty” which includes,
without limitation, the possibility that Borrower will contract for additional
indebtedness for which Guarantor may be liable hereunder after Borrower’s
financial condition or ability to pay its lawful debts when they fall due has
deteriorated.


 


14.           Representations and Warranties.  Guarantor represents and
warrants to Agent, for the benefit of Agent and each of the other Benefited
Parties, that each of the following statements is accurate and complete as of
the date of this Guaranty:


 


(a)           this Guaranty has been duly executed and
delivered by Guarantor and constitutes a legal, valid and binding obligation of
Guarantor, enforceable against Guarantor in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally;


 


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(b)           the execution, delivery and performance of
this Guaranty do not (i) violate any provisions of law or any order of any
court or other agency of government (each, a “Requirement of Law”), (ii) contravene
any provision of any Applicable Agreement to which Guarantor is a party or by
which Guarantor or Guarantor’s assets are bound (each, a “Contractual
Obligation”), or (iii) result in the creation or imposition of any
lien, charge or encumbrance of any nature upon any property, asset or revenue
of Guarantor, other than liens in favor of Agent and other Permitted Liens;


 


(c)           all consents, approvals, orders and
authorizations of, and registrations, declarations and filings with, any
governmental agency or authority or other person or entity, if any, which are
required to be obtained in connection with the execution and delivery of this
Guaranty or the performance of Guarantor’s obligations hereunder have been obtained,
and each is in full force and effect;


 


(d)           Guarantor has paid all taxes and other
charges imposed by any governmental agency or authority due and payable by
Guarantor other than those which are being challenged in good faith by
appropriate proceedings;


 


(e)           Guarantor is not in violation of any
Requirement of Law or Contractual Obligation other than any violation the
consequences of which could not have a material adverse effect on Guarantor’s
ability to perform his obligations hereunder (a “Material Adverse Effect”);
and


 


(f)            no action, proceeding, investigation or
litigation is pending or, to the knowledge of Guarantor, overtly threatened in
writing against Guarantor by any person or entity which would reasonably be
expected to result in a Material Adverse Effect.


 


15.           Binding Upon Successors.  This Guaranty shall be binding upon
Guarantor and its successors and assigns and shall inure to the benefit of the
Benefited Parties and their respective successors and permitted assigns.


 


All references herein to Borrower shall be deemed to
include its successors and assigns, and all references herein to Guarantor
shall be deemed to include Guarantor and its successors and assigns.


 


In addition and notwithstanding anything to the
contrary contained in this Guaranty or in any other agreement, document or
instrument between or among any of Agent, the Lenders, Borrower, Guarantor or
any third party, the obligations of Guarantor with respect to the Liabilities
shall be joint and several with any other person or entity that now or
hereafter executes a guaranty of any of the Liabilities separate from this
Guaranty.


 


16.           Notices.  All notices required or permitted to be
given hereunder shall be given in accordance with the notices procedures set
forth in Section 15.7 of the Financing Agreement.


 


17.           Governing Law; Additional Waivers.  This Guaranty has been
delivered and shall be governed by and construed in accordance with the
internal laws (as opposed to the conflicts of law provisions) of the State of
California.


 


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GUARANTOR AND AGENT EACH HEREBY


 


(i)        WAIVES, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND
ANY MATTER ARISING FROM OR RELATED TO THIS GUARANTY;


 


(ii)       IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA, OVER
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR
RELATED TO THIS GUARANTY;


 


(iii)      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
GUARANTOR MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING;


 


(iv)      agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdictions by suit on the judgment or in any other manner provided by law;
and


 


(v)       agrees not to institute any legal action
or proceeding against the other party or its directors, officers, employees,
agents or property concerning any matter arising out of or relating to this
Guaranty in any court other than one located in San Francisco County,
California.


 


Nothing herein shall affect or impair Agent’s right to
serve legal process in any manner permitted by law or Agent’s right to bring
any action or proceeding against Guarantor or its property in the courts of any
other jurisdiction.  Wherever possible
each provision of this Guaranty shall be interpreted as to be effective and
valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Guaranty.


 


18.           Judicial Reference.


 


(a)           Guarantor and Agent prefer that any dispute
between them be resolved in litigation subject to a jury trial waiver as set
forth in the Transaction Documents (defined below), but the California Supreme
Court has held that pre-dispute waivers of the right to a trial by jury not
authorized by statute are unenforceable. 
This judicial reference provision will be applicable until:  (i) the California Supreme Court holds
that a pre-dispute jury trial waiver provision similar to that contained in the
Transaction Documents is valid or enforceable; or (ii) the California
Legislature enacts a statute which becomes law, authorizing pre-dispute jury
trial waivers of the type in the Transaction Documents and, as a result, such
waivers become enforceable.


 


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(b)           Other than (i) nonjudicial foreclosure
of security interests in personal property, (ii) the appointment of a
receiver or (iii) the exercise of other provisional remedies (any of which
may be initiated pursuant to applicable law), any controversy, dispute or claim
(each, a “Claim”) between Guarantor and Agent arising out of or relating
to this Guaranty or any other document, instrument or agreement between
Guarantor and Agent (collectively in this Section, the “Transaction Documents”),
will be resolved, notwithstanding anything to the contrary contained in the
Transaction Documents, by a reference proceeding in California in accordance
with the provisions of Section 638 et seq. of the California Code of Civil
Procedure (“CCP”), or their successor sections, which shall constitute
the exclusive remedy for the resolution of any Claim, including whether the
Claim is subject to the reference proceeding. 
Except as provided in Paragraph 17 of this Guaranty or as
otherwise provided in the Transaction Documents, venue for the reference
proceeding will be in the Superior Court or Federal District Court in the
County or District where the real property, if any, is located or in a County
or District where venue is otherwise appropriate under applicable law (the “Court”).


 


(c)           The referee shall be a retired Judge or
Justice selected by mutual written agreement of Guarantor and Agent.  If Guarantor and Agent do not agree, the
referee shall be selected by the Presiding Judge of the Court (or his or her
representative).  A request for
appointment of a referee may be heard on an ex parte or expedited basis, and
Guarantor and Agent agree that irreparable harm would result if ex parte relief
is not granted.  The referee shall be
appointed to sit with all the powers provided by law.  Pending appointment of the referee, the Court
has power to issue temporary or provisional remedies.


 


(d)           Guarantor and Agent agree that time is of
the essence in conducting the reference proceedings. Accordingly, the referee
shall be requested, subject to change in the time periods specified herein for
good cause shown, to (a) set the matter for a status and trial-setting
conference within fifteen (15) days after the date of selection of the referee,
(b) if practicable, try all issues of law or fact within ninety (90)
days after the date of the conference and (c) report a statement of
decision within twenty (20) days after the matter has been submitted for
decision.


 


(e)           The referee will have power to expand or
limit the amount and duration of discovery. 
The referee may set or extend discovery deadlines or cutoffs for good
cause, including a party’s failure to provide requested discovery for any
reason whatsoever.  Unless otherwise
ordered based upon good cause shown, neither Guarantor nor Agent shall be
entitled to “priority” in conducting discovery, depositions may be taken by
Guarantor and Agent upon seven (7) days written notice, and all other
discovery shall be responded to within fifteen (15) days after service.  All disputes relating to discovery which
cannot be resolved by Guarantor and Agent shall be submitted to the referee
whose decision shall be final and binding.


 


(f)            Except as expressly set forth in this
Guaranty, the referee shall determine the manner in which the reference
proceeding is conducted including the time and place of hearings, the order of
presentation of evidence, and all other questions that arise with respect to
the course of the reference proceeding. 
All proceedings and 


 


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hearings conducted
before the referee, except for trial, shall be conducted without a court
reporter, except that when any party so requests, a court reporter will be used
at any hearing conducted before the referee, and the referee will be provided a
courtesy copy of the transcript.  The
party making such a request shall have the obligation to arrange for and pay
the court reporter.  Subject to the
referee’s power to award costs to the prevailing party, Guarantor and Agent
will equally share the cost of the referee and the court reporter at trial.


 


(g)           The referee shall be required to determine
all issues in accordance with existing case law and the statutory laws of the
State of California.  The rules of
evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding. 
The referee shall be empowered to enter equitable as well as legal
relief, provide all temporary or provisional remedies, enter equitable orders
that will be binding on the parties and rule on any motion which would be
authorized in a trial, including without limitation motions for summary
judgment or summary adjudication.  The
referee shall issue a decision and pursuant to CCP §644 the referee’s decision
shall be entered by the Court as a judgment or an order in the same manner as
if the action had been tried by the Court. 
The final judgment or order or from any appealable decision or order
entered by the referee shall be fully appealable as provided by law.  Guarantor and Agent reserve the right to
findings of fact, conclusions of laws, a written statement of decision, and the
right to move for a new trial or a different judgment, which new trial, if
granted, is also to be a reference proceeding under this provision.


 


(h)           If the enabling legislation which provides
for appointment of a referee is repealed (and no successor statute is enacted)
or if a reference procedure is not available to the parties for any reason, any
dispute between Guarantor and Agent that would otherwise be determined by
reference procedure will be resolved and determined by arbitration.  The arbitration will be conducted by a
retired judge or Justice, in accordance with the California Arbitration Act
§ 1280 through § 1294.2 of the CCP as amended from time to time.


 


(i)            GUARANTOR AND AGENT RECOGNIZE AND AGREE
THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A
REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO
CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, GUARANTOR AND AGENT EACH KNOWINGLY
AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREE THAT THIS REFERENCE
PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS
RELATED TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS.


 


19.           ADVICE OF COUNSEL.  GUARANTOR ACKNOWLEDGES THAT HE HAS EITHER
OBTAINED THE ADVICE OF COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE
IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS GUARANTY.


 


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20.           Entire Agreement.  This Guaranty contains the complete
understanding of the parties hereto with respect to the subject matter
herein.  Guarantor acknowledges that it is not relying upon any
statements or representations of Agent not contained in this Guaranty and that
such statements or representations, if any, are of no force or effect and are
fully superseded by this Guaranty.  This Guaranty may only be
modified by a writing executed by Guarantor and Agent.


 


[Rest of page intentionally left blank;
signature page follows]


 


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IN WITNESS WHEREOF, Guarantor has executed this
Guaranty as of February 14, 2008.


 


 


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  WESTAFF, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn M. Jaffray

  
	
   

  	
   

  	
  Dawn
  M. Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial
  Officer

  



 


 


	
  ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL

  ASSOCIATION,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Susan V. Freed

  	
   

  
	
   

  	
  Susan V. Freed

  	
   

  
	
   

  	
  Vice President

  	
   

  



 


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