Dakotah Hills Offices Limited Partnership, An Arizona Limited Partnership, William M. and Dianne B. Stephens, Tax Matters Partners, et al. - Page 10

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                  UNDERSIGNED IS HEREBY GRANTED TO THE PAYEE AND                      
                  ITS ASSIGNEE OR PLEDGEE FOR ANY ASSIGNMENT OR                       
                  PLEDGE.                                                             

                  All of the investor notes were endorsed by Dakotah                  
             Hills “PAY TO THE ORDER OF NORTHERN TELECOM INTERNATIONAL                
             FINANCE B.V.” and were delivered to Northern Telecom along               
             with an assignment to Northern Telecom of the partnership’s              
             interest in the security agreements that had been executed               
             by the limited partners.                                                 
                  As contemplated by the private offering memorandum and              
             the letter issued by each limited partner to Northern                    
             Telecom, Dakotah Hills purchased a financial guaranty bond               
             from Admiral Insurance Co. (Admiral).  The guaranty bond                 
             provided that in the event any limited partner defaulted on              
             his or her obligations under the investor note, Admiral                  
             agreed to pay to Northern Telecom the amount due under the               
             investor note.  Under the terms of the financial guaranty                
             bond, after Northern Telecom received payment of the                     
             principal amount payable under a defaulted investor note,                
             it was required to deliver the investor note and the                     
             investor’s security agreement to Admiral.                                
                  Dakotah Hills also entered into a partnership                       
             indemnity agreement with Admiral under which Dakotah Hills               
             agreed to indemnify Admiral against any loss on the                      
             financial guaranty bond.  The partnership’s obligation                   





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Last modified: May 25, 2011