**EXHIBIT 10.8.30**

 

**CONTINUINGGUARANTY**

 

**[ParentGuarantor]**

 

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

 

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

 

In the event of any defaultby Borrower in making payment of, or default by Borrower in performance of, anyof the Liabilities, Guarantor agrees on demand by Agent, on behalf of all ofthe Benefited Parties, to pay and perform all of the Liabilities as are then orthereafter become due and owing to any or all of the Benefited Parties or areto 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 theBenefited Parties, in endeavoring to collect the Liabilities, or any partthereof, and in enforcing this Guaranty.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

3.             Insolvency of Borrower or Guarantor.  Without limiting thegenerality of any other provision hereof, Guarantor agrees that, in the eventof the dissolution or insolvency of Borrower or Guarantor or the inability ofBorrower or Guarantor to pay its debts as they mature, or an assignment byBorrower or Guarantor for the benefit of creditors, or the institution of anyproceeding by or against Borrower or Guarantor alleging that Borrower orGuarantor is insolvent or unable to pay its debts as they mature, Guarantorwill pay to Agent forthwith the full amount which would be payable hereunder byGuarantor if all of the Liabilities were then due and payable, whether or notsuch event occurs at a time when any of the Liabilities are otherwise due andpayable.

 

4.             Payment of the Liabilities.  Any amounts received byAgent from whatever source on account of the Liabilities may be applied byAgent toward the payment of such of the Liabilities in the order of applicationset forth in the Financing Agreement, and notwithstanding any payments made byor for the account of Guarantor pursuant to this Guaranty.  Guarantor agrees that, if at any time all orany part of any payment theretofore applied by Agent to any of the Liabilitiesis 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 extentthat such payment is or must be rescinded or returned, be deemed to havecontinued in existence notwithstanding such application by Agent, and thisGuaranty 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 beenmade.  The guaranty set forth in Paragraph1 of this Guaranty is a guaranty of payment and not of collection, is acontinuing guarantee, and shall apply to all Liabilities whenever arising.

 

5.             Permitted Actions of Agent.  Agent, on behalf of theBenefited Parties, may from time to time, in its sole discretion and withoutnotice to Guarantor, take any or all of the following actions:

 

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

 

(b)           retain or obtain the primary or secondaryobligation of any obligor or obligors, in addition to Guarantor, with respectto 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 theLiabilities;

 

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

 

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

 

(f)            release its security interest in, orsurrender, release or permit any substitution or exchange for, all or any partof any collateral now or hereafter securing any of the Liabilities or anyobligation hereunder, or extend or renew for one or more periods (whether ornot longer than the original period) or release, waive, compromise, alter orexchange any obligations of any nature of any obligor with respect to any suchproperty; and

 

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

 

6.             Specific Waivers.  Withoutlimiting the generality of any other provision of this Guaranty, Guarantorhereby expressly waives:

 

(a)           notice of the acceptance by Agent of thisGuaranty;

 

(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 thepayment or performance of the Liabilities or the amount thereof or any paymentor performance by Guarantor hereunder;

 

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

 

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

 

(f)            any and all defenses which would otherwisearise upon the occurrence of any event or contingency described in Paragraph1 hereof or upon the taking of any action by Agent permitted hereunder;

 

(g)           any defense, right of set-off, claim orcounterclaim whatsoever and any and all other rights, benefits, protections andother defenses available to Guarantor now or at any time hereafter, including, without limitation, underCalifornia Civil Code Sections 2787 to 2855, inclusive, and California Code ofCivil 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, withoutlimitation, the effect of any circumstances that may or might constitute alegal or equitable discharge of a guarantor or surety.

 

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

 

8.             Statutory Waiver of Rights and Defenses RegardingElection of Remedies.  Guarantorwaives all rights and defenses arising out of an election of remedies by Agent,even though that election of remedies, such as a nonjudicial foreclosure withrespect to security for a guaranteed obligation, has destroyed Guarantor’srights of subrogation and reimbursement against Borrower by the operation ofany applicable law, including withoutlimitation Section 580d of the California Code of Civil Procedure,or otherwise.

 

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

 

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

 

11.           Assignments and Participations with Respect toBenefited Parties’ Rights.  Each Benefited Party may, from time to time, withoutnotice to Guarantor but only in accordance with the terms of the FinancingAgreement, assign or transfer any or all of its share of the Liabilities or anyinterest therein, and/or grant participants in any or all of its share of theLiabilities or any interest therein, and, notwithstanding any such assignment or transfer or participationwith respect to the Liabilities or any subsequent assignment or transfer orparticipation thereof, the Liabilities shall be and remain the Liabilities forthe purpose of this Guaranty.  Each and every immediate andsuccessive assignee or transferee or participant in accordance with the termsof 

 

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

 

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

 

13.           Financial Condition of Borrower.  Guarantor represents andwarrants that it is fully aware of the financial condition of Borrower, andGuarantor delivers this Guaranty based solely upon its own independentinvestigation of Borrower’s financial condition and in no part upon anyrepresentation or statement of Agent or any Lender with respectthereto.  Guarantor further represents and warrants that it is in aposition to and hereby does assume full responsibility for obtaining suchadditional information concerning Borrower’s financial condition as Guarantormay deem material to his obligations hereunder, and Guarantor is not relyingupon, nor expecting Agent to furnish Guarantor any information in Agent’s orany Lender’s possession concerning Borrower’s financial condition or concerningany circumstances bearing on the existence or creation, or the risk ofnonpayment or nonperformance of the Liabilities.

 

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

 

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

 

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

 

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

 

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

 

(c)           all consents, approvals, orders andauthorizations of, and registrations, declarations and filings with, anygovernmental agency or authority or other person or entity, if any, which arerequired to be obtained in connection with the execution and delivery of thisGuaranty 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 othercharges imposed by any governmental agency or authority due and payable byGuarantor other than those which are being challenged in good faith byappropriate proceedings;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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GUARANTOR AND AGENT EACH HEREBY

 

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

 

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

 

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

 

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

 

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

 

Nothing herein shall affect or impair Agent’s right toserve legal process in any manner permitted by law or Agent’s right to bringany action or proceeding against Guarantor or its property in the courts of anyother jurisdiction.  Wherever possibleeach provision of this Guaranty shall be interpreted as to be effective andvalid under applicable law, but if any provision of this Guaranty shall beprohibited by or invalid under such law, such provision shall be ineffectiveonly to the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Guaranty.

 

18.           Judicial Reference.

 

(a)           Guarantor and Agent prefer that any disputebetween them be resolved in litigation subject to a jury trial waiver as setforth in the Transaction Documents (defined below), but the California SupremeCourt has held that pre-dispute waivers of the right to a trial by jury notauthorized by statute are unenforceable. This judicial reference provision will be applicable until:  (i) the California Supreme Court holdsthat a pre-dispute jury trial waiver provision similar to that contained in theTransaction Documents is valid or enforceable; or (ii) the CaliforniaLegislature enacts a statute which becomes law, authorizing pre-dispute jurytrial waivers of the type in the Transaction Documents and, as a result, suchwaivers become enforceable.

 

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

 

(c)           The referee shall be a retired Judge orJustice selected by mutual written agreement of Guarantor and Agent.  If Guarantor and Agent do not agree, thereferee shall be selected by the Presiding Judge of the Court (or his or herrepresentative).  A request forappointment of a referee may be heard on an ex parte or expedited basis, andGuarantor and Agent agree that irreparable harm would result if ex parte reliefis not granted.  The referee shall beappointed to sit with all the powers provided by law.  Pending appointment of the referee, the Courthas power to issue temporary or provisional remedies.

 

(d)           Guarantor and Agent agree that time is ofthe essence in conducting the reference proceedings. Accordingly, the refereeshall be requested, subject to change in the time periods specified herein forgood cause shown, to (a) set the matter for a status and trial-settingconference 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 ofdecision within twenty (20) days after the matter has been submitted fordecision.

 

(e)           The referee will have power to expand orlimit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for goodcause, including a party’s failure to provide requested discovery for anyreason whatsoever.  Unless otherwiseordered based upon good cause shown, neither Guarantor nor Agent shall beentitled to “priority” in conducting discovery, depositions may be taken byGuarantor and Agent upon seven (7) days written notice, and all otherdiscovery shall be responded to within fifteen (15) days after service.  All disputes relating to discovery whichcannot be resolved by Guarantor and Agent shall be submitted to the refereewhose decision shall be final and binding.

 

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

 

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hearings conductedbefore the referee, except for trial, shall be conducted without a courtreporter, except that when any party so requests, a court reporter will be usedat any hearing conducted before the referee, and the referee will be provided acourtesy copy of the transcript.  Theparty making such a request shall have the obligation to arrange for and paythe court reporter.  Subject to thereferee’s power to award costs to the prevailing party, Guarantor and Agentwill equally share the cost of the referee and the court reporter at trial.

 

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

 

(h)           If the enabling legislation which providesfor 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, anydispute between Guarantor and Agent that would otherwise be determined byreference procedure will be resolved and determined by arbitration.  The arbitration will be conducted by aretired 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 AGREETHAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY AREFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TOCONSULT) WITH COUNSEL OF THEIR OWN CHOICE, GUARANTOR AND AGENT EACH KNOWINGLYAND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREE THAT THIS REFERENCEPROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR ISRELATED TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS.

 

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

 

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20.           Entire Agreement.  This Guaranty contains the completeunderstanding of the parties hereto with respect to the subject matterherein.  Guarantor acknowledges that it is not relying upon anystatements or representations of Agent not contained in this Guaranty and thatsuch statements or representations, if any, are of no force or effect and arefully superseded by this Guaranty.  This Guaranty may only bemodified 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 thisGuaranty 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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