Exhibit 10.5


 


Freddie Mac Loan Number: 708556663


Property Name: Century Palms at World Gateway


 


GUARANTY


 


MULTISTATE


 


(Revised 5-20-2015)


 


THIS GUARANTY
(“Guaranty”) is entered into to be effective as of August 20, 2015, by BLUEROCK RESIDENTIAL GROWTH REIT,
INC., a Maryland corporation and MPC PARTNERSHIP HOLDINGS LLC, a Georgia limited liability company (“Guarantor”,
collectively if more than one), for the benefit of JONES LANG LASALLE OPERATIONS, L.L.C., an Illinois limited liability
company (“Lender”).


 


RECITALS


 


		A.	Pursuant to the terms of a Multifamily Loan and Security Agreement dated the same date as this
Guaranty (as amended, modified or supplemented from time to time, the "Loan Agreement"), BR Carroll World Gateway,
LLC, a Delaware limited liability company (“Borrower”) has requested that Lender make a loan to Borrower in
the amount of $24,999,000.00 (“Loan”). The Loan will be evidenced by an Amended and Restated Multifamily Note
from Borrower to Lender dated effective as of the effective date of this Guaranty (as amended, modified or supplemented from time
to time, the “Note”). The Note will be secured by an Amended and Restated Multifamily Mortgage, Assignment of
Rents and Security Agreement dated effective as of the effective date of the Note (as amended, modified or supplemented from time
to time, the “Security Instrument”), encumbering the Mortgaged Property described in the Loan Agreement.



 


		B.	As a condition to making the Loan to Borrower, Lender requires that Guarantor execute this Guaranty.



 


		C.	Guarantor has a direct or indirect ownership or other financial interest in Borrower and/or will
otherwise derive a material benefit from the making of the Loan.



 


AGREEMENT


 


NOW, THEREFORE,
in order to induce Lender to make the Loan to Borrower, and in consideration thereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:


 


		1.	Defined Terms. The terms “Indebtedness”, “Loan Documents”,
and “Property Jurisdiction”, and other capitalized terms used but not defined in this Guaranty, will have the meanings
assigned to them in the Loan Agreement.



 


		2.	Scope of Guaranty.



 


		(a)	Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender each of the following:



 






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		(i)	Guarantor guarantees the full and prompt payment when due, whether at the Maturity Date or earlier,
by reason of acceleration or otherwise, and at all times thereafter, of each of the following:



 


		(A)	Guarantor guarantees a portion of the Indebtedness equal to 0% of the original principal balance
of the Note (“Base Guaranty”).



 


		(B)	In addition to the Base Guaranty, Guarantor guarantees all other amounts for which Borrower is
personally liable under Sections 9(c), 9(d) and 9(f) of the Note (provided, however, that Guarantor will have no liability
for failure of Borrower or SPE Equity Owner to comply with (I) Section 6.13(a)(xviii) of the Loan Agreement, and (II) the requirement
in Section 6.13(a)(x)(B) of the Loan Agreement as to payment of trade payables within 60 days of the date incurred).



 


		(C)	Guarantor guarantees all costs and expenses, including reasonable Attorneys’ Fees and Costs
incurred by Lender in enforcing its rights under this Guaranty.



 


		(ii)	Guarantor guarantees the full and prompt payment and performance of, and compliance with, all of
Borrower’s obligations under Sections 6.12, 10.02(b) and 10.02(d) of the Loan Agreement when due and the accuracy of Borrower’s
representations and warranties under Section 5.05 of the Loan Agreement.



 


		(iii)	Guarantor guarantees the full and prompt payment and performance of, and compliance with, Borrower’s
obligations under Section 6.09(e)(v) of the Loan Agreement to the extent Property Improvement Alterations have commenced and remain
uncompleted.



 


		(iv)	Reserved.



 


		(v)	Reserved.



 


		(b)	If the Base Guaranty stated in Section 2(a)(i)(A) is 100% of the original principal balance
of the Note, then the following will be applicable:



 


		(i)	The Base Guaranty will mean and include, and Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to Lender, the full and complete prompt payment of the entire Indebtedness, the performance of and/or compliance with
all of Borrower’s obligations under the Loan Documents when due, and the accuracy of Borrower’s representations and
warranties contained in the Loan Documents.



 


		(ii)	For so long as the Base Guaranty remains in effect (there being no limit to the duration of the
Base Guaranty unless otherwise expressly provided in this Guaranty), the obligations guaranteed pursuant to Sections 2(a)(i)(B)
and 2(a)(i)(C) will be part of, and not in addition to or in limitation of, the Base Guaranty.



 


		(c)	If the Base Guaranty stated in Section 2(a)(i)(A) is less than 100% of the original principal
balance of the Note, then Section 2(b) will be completely inapplicable.



 






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		(d)	If Guarantor is not liable for the entire Indebtedness, then all payments made by Borrower with
respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Loan Agreement and
the other Loan Documents (except this Guaranty) will be applied first to the portion of the Indebtedness for which neither Borrower
nor Guarantor has personal liability.



 


		3.	Additional Guaranty Relating to Bankruptcy. 



 


		(a)	Notwithstanding any limitation on liability provided for elsewhere in this Guaranty, Guarantor
hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at the Maturity
Date or earlier, by reason of acceleration or otherwise, and at all times thereafter, the entire Indebtedness, in the event that:



 


		(i)	Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the Bankruptcy
Code.



 


		(ii)	Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, receivership,
insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights.



 


		(iii)	The Mortgaged Property or any part of the Mortgaged Property becomes an asset in a voluntary bankruptcy
or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding
pursuant to any other federal or state law affecting debtor and creditor rights.



 


		(iv)	An order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy
Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined
in by a Related Party.



 


		(v)	An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower
or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed to use commercially
reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts”
will not require any direct or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution
of additional capital to Borrower or any SPE Equity Owner.



 


		(b)	For purposes of Section 3(a) the term “Related Party” will include all
of the following:



 


(i)Borrower,
any Guarantor or any SPE Equity Owner.


 


		(ii)	Any Person that holds, directly or indirectly, any ownership interest (including any shareholder,
member or partner) in Borrower, any Guarantor or any SPE Equity Owner or any Person that has a right to manage Borrower, any Guarantor
or any SPE Equity Owner.



 


		(iii)	Any Person in which Borrower, any Guarantor or any SPE Equity Owner has any ownership interest
(direct or indirect) or right to manage.



 






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		(iv)	Any Person in which any partner, shareholder or member of Borrower, any Guarantor or any SPE Equity
Owner has an ownership interest or right to manage.



 


		(v)	Any Person in which any Person holding an interest in Borrower, any Guarantor or any SPE Equity
Owner also has any ownership interest.



 


		(vi)	Any creditor (as defined in the Bankruptcy Code) of Borrower that is related by blood, marriage
or adoption to Borrower, any Guarantor or any SPE Equity Owner.



 


		(vii)	Any creditor (as defined in the Bankruptcy Code) of Borrower that is related to any partner, shareholder
or member of, or any other Person holding an interest in, Borrower, any Guarantor or any SPE Equity Owner.



 


		(c)	If Borrower, any Guarantor, any SPE Equity Owner or any Related Party has solicited creditors to
initiate or participate in any proceeding referred to in Section 3(a), regardless of whether any of the creditors solicited
actually initiates or participates in the proceeding, then such proceeding will be considered as having been initiated by a Related
Party.



 


		4.	Guarantor’s Obligations Survive Foreclosure. The obligations of Guarantor under this
Guaranty will survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any
release of record of the Security Instrument, and, in addition, the obligations of Guarantor relating to Borrower’s representations
and warranties under Section 5.05 of the Loan Agreement, and Borrower’s obligations under Sections 6.12 and 10.02(b)
of the Loan Agreement will survive any repayment or discharge of the Indebtedness. Notwithstanding the foregoing, if Lender
has never been a mortgagee-in-possession of or held title to the Mortgaged Property, Guarantor will have no obligation under this
Guaranty relating to Borrower’s representations and warranties under Section 5.05 of the Loan Agreement or Borrower’s
obligations relating to environmental matters under Sections 6.12 and 10.02(b) of the Loan Agreement after the date of the release
of record of the lien of the Security Instrument as a result of the payment in full of the Indebtedness on the Maturity Date or
by voluntary prepayment in full.



 


		5.	Guaranty of Payment and Performance. Guarantor’s obligations under this Guaranty constitute
an unconditional guaranty of payment and performance and not merely a guaranty of collection.



 


		6.	No Demand by Lender Necessary; Waivers by Guarantor – All States Except California. The
obligations of Guarantor under this Guaranty must be performed without demand by Lender and will be unconditional regardless of
the genuineness, validity, regularity or enforceability of the Note, the Loan Agreement, or any other Loan Document, and without
regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower
or a mortgagor. Guarantor hereby waives, to the fullest extent permitted by applicable law, all of the following:



 


		(a)	The benefit of all principles or provisions of law, statutory or otherwise, which are or might
be in conflict with the terms of this Guaranty and agrees that Guarantor’s obligations will not be affected by any circumstances,
whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety, a guarantor,
a borrower or a mortgagor.



 






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		(b)	The benefits of any right of discharge under any and all statutes or other laws relating to a guarantor,
a surety, a borrower or a mortgagor, and any other rights of a surety, a guarantor, a borrower or a mortgagor under such statutes
or laws.



 


		(c)	Diligence in collecting the Indebtedness, presentment, demand for payment, protest, all notices
with respect to the Note and this Guaranty which may be required by statute, rule of law or otherwise to preserve Lender’s
rights against Guarantor under this Guaranty, including notice of acceptance, notice of any amendment of the Loan Documents, notice
of the occurrence of any default or Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor,
notice of foreclosure, notice of protest, and notice of the incurring by Borrower of any obligation or indebtedness.



 


		(d)	All rights to cause a marshalling of the Borrower’s assets or to require Lender to do any
of the following:



 


		(i)	Proceed against Borrower or any other guarantor of Borrower’s payment or performance under
the Loan Documents (an “Other Guarantor”).



 


		(ii)	Proceed against any general partner of Borrower or any Other Guarantor if Borrower or any Other
Guarantor is a partnership.



 


		(iii)	Proceed against or exhaust any collateral held by Lender to secure the repayment of the Indebtedness.



 


		(iv)	Pursue any other remedy it may now or hereafter have against Borrower, or, if Borrower is a partnership,
any general partner of Borrower.



 


		(e)	Any right to object to the timing, manner or conduct of Lender’s enforcement of its rights
under any of the Loan Documents.



 


		(f)	Any right to revoke this Guaranty as to any future advances by Lender under the terms of the Loan
Agreement to protect Lender’s interest in the Mortgaged Property.



 


		7.	Modification of Loan Documents. At any time or from time to time and any number of times,
without notice to Guarantor and without affecting the liability of Guarantor, all of the following will apply:



 


		(a)	Lender may extend the time for payment of the principal of or interest on the Indebtedness or renew
the Indebtedness in whole or in part.



 


		(b)	Lender may extend the time for Borrower’s performance of or compliance with any covenant
or agreement contained in the Note, the Loan Agreement or any other Loan Document, whether presently existing or entered into after
the date of this Guaranty, or waive such performance or compliance.



 


		(c)	Lender may accelerate the Maturity Date of the Indebtedness as provided in the Note, the Loan Agreement,
or any other Loan Document.



 


		(d)	Lender and Borrower may modify or amend the Note, the Loan Agreement, or any other Loan Document
in any respect, including an increase in the principal amount.



 






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		(e)	Lender may modify, exchange, surrender or otherwise deal with any security for the Indebtedness
or accept additional security that is pledged or mortgaged for the Indebtedness.



 


		8.	Joint and Several Liability. The obligations of Guarantor (and each party named as a Guarantor
in this Guaranty) and any Other Guarantor will be joint and several. Lender, in its sole and absolute discretion, may take any
of the following actions:



 


		(a)	Lender may bring suit against Guarantor, or any one or more of the parties named as a Guarantor
in this Guaranty, and any Other Guarantor, jointly and severally, or against any one or more of them.



 


		(b)	Lender may compromise or settle with Guarantor, any one or more of the parties named as a Guarantor
in this Guaranty, or any Other Guarantor, for such consideration as Lender may deem proper.



 


		(c)	Lender may release one or more of the parties named as a Guarantor in this Guaranty, or any Other
Guarantor, from liability.



 


		(d)	Lender may otherwise deal with Guarantor and any Other Guarantor, or any one or more of them, in
any manner.



 


No action
of Lender described in this Section 8 will affect or impair the rights of Lender to collect from any one or more of the parties
named as a Guarantor under this Guaranty any amount guaranteed by Guarantor under this Guaranty.


 


		9.	Limited Release of Guarantor Upon Transfer of Mortgaged Property. If Guarantor requests
a release of its liability under this Guaranty in connection with a Transfer which Lender has approved pursuant to Section 7.05(a)
of the Loan Agreement, and Borrower has provided a replacement Guarantor acceptable to Lender, then one of the following will apply:



 


		(a)	If Borrower delivers to Lender a Clean Site Assessment, then Lender will release Guarantor from
all of Guarantor’s obligations except Guarantor’s obligation to guaranty Borrower’s liability under Section 6.12
(Environmental Hazards) or Section 10.02(b) (Environmental Indemnification) of the Loan Agreement with respect to any loss,
liability, damage, claim, cost or expense which directly or indirectly arises from or relates to any Prohibited Activities or Conditions
existing prior to the date of the Transfer.



 


		(b)	If Borrower does not deliver a Clean Site Assessment as described in Section 7.05(b)(i) of
the Loan Agreement, then Lender will release Guarantor from all of Guarantor’s obligations except for Guarantor’s obligation
to guaranty Borrower’s liability under Section 6.12 (Environmental Hazards) or Section 10.02(b) (Environmental Indemnification)
of the Loan Agreement.



 


		10.	Subordination of Borrower’s Indebtedness to Guarantor. Any indebtedness of Borrower
held by Guarantor now or in the future is and will be subordinated to the Indebtedness and Guarantor will collect, enforce and
receive any such indebtedness of Borrower as trustee for Lender, but without reducing or affecting in any manner the liability
of Guarantor under the other provisions of this Guaranty.



 


		11.	Waiver of Subrogation. Guarantor will have no right of, and hereby waives any claim for,
subrogation or reimbursement against Borrower or any general partner of Borrower by reason of any payment by Guarantor under this
Guaranty, whether such right or claim arises at law or in equity or under any contract or statute, until the Indebtedness has been
paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower to Lender with
respect to the Indebtedness could be deemed a preference under the United States Bankruptcy Code.



 






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		12.	Preference. If any payment by Borrower is held to constitute a preference under any applicable
bankruptcy, insolvency, or similar laws, or if for any other reason Lender is required to refund any sums to Borrower, such refund
will not constitute a release of any liability of Guarantor under this Guaranty. It is the intention of Lender and Guarantor that
Guarantor’s obligations under this Guaranty will not be discharged except by Guarantor’s performance of such obligations
and then only to the extent of such performance.



 


		13.	Financial Information and Litigation. Guarantor, from time to time upon written request
by Lender, will deliver to Lender (a) such financial statements as Lender may reasonably require and (b) written updates on the
status of all litigation proceedings that were disclosed or should have been disclosed by Guarantor to Lender as of the date of
this Guaranty. If an Event of Default has occurred and is continuing, Guarantor will deliver to Lender upon written request copies
of its state and federal tax returns.



 


		14.	Assignment. Lender may assign its rights under this Guaranty in whole or in part and upon
any such assignment, all the terms and provisions of this Guaranty will inure to the benefit of such assignee to the extent so
assigned. The terms used to designate any of the parties in this Guaranty will be deemed to include the heirs, legal representatives,
successors and assigns of such parties, and the term “Lender” will also include any lawful owner, holder or pledgee
of the Note.



 


		15.	Complete and Final Agreement. This Guaranty and the other Loan Documents represent the final
agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements.
There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations,
and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor
has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified,
amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification,
amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.



 


		16.	Governing Law. This Guaranty will be governed by and enforced in accordance with the laws
of the Property Jurisdiction, without giving effect to the choice of law principles of the Property Jurisdiction that would require
the application of the laws of a jurisdiction other than the Property Jurisdiction.



 


		17.	Jurisdiction; Venue. Guarantor agrees that any controversy arising under or in relation
to this Guaranty may be litigated in the Property Jurisdiction, and that the state and federal courts and authorities with jurisdiction
in the Property Jurisdiction will have jurisdiction over all controversies which will arise under or in relation to this Guaranty.
Guarantor irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue
to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing in this Guaranty is intended
to limit Lender’s right to bring any suit, action or proceeding relating to matters arising under this Guaranty against Guarantor
or any of Guarantor’s assets in any court of any other jurisdiction.



 






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		18.	Guarantor’s Interest in Borrower. Guarantor represents to Lender that Guarantor has
a direct or indirect ownership or other financial interest in Borrower and/or will otherwise derive a material financial benefit
from the making of the Loan.






 





		19.	Reserved.



 


		20.	Reserved.



 


		21.	Reserved.



 


		22.	Reserved.



 


		23.	Reserved.



 


		24.	Reserved.



 


		25.	State-Specific Provisions. N/A.



 





		26.	Community Property Provision. Not applicable.



 


		27.	WAIVER OF TRIAL BY JURY. 



 


		(a)	GUARANTOR AND LENDER EACH COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO
ANY ISSUE ARISING OUT OF THIS GUARANTY OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER THAT IS TRIABLE OF RIGHT
BY A JURY. 



 


		(b)	GUARANTOR AND LENDER EACH WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT
THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY
AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.



 


		28.	Attached Riders. The following Riders, if marked with an “X” in the space provided,
are attached to this Guaranty:



 





	 ̈	 	None
	 	 	 
	 ̈	 	Material Adverse Change Rider
	 	 	 
	x	 	Minimum Net Worth/Liquidity Rider
	 	 	 
	 ̈	 	Other:  


 


		29.	Attached Exhibit. The following Exhibit, if marked with an “X” in the space
provided, is attached to this Guaranty:



 


	 ̈	 	Exhibit A	Modifications to Guaranty


 






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IN WITNESS WHEREOF, Guarantor has signed
and delivered this Guaranty under seal or has caused this Guaranty to be signed and delivered under seal by its duly authorized
representative. Guarantor intends that this Guaranty will be deemed to be signed and delivered as a sealed instrument.


 


(Remainder of
page intentionally left blank; signature pages follow.)


 




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	WITNESS:	 	BLUEROCK RESIDENTIAL GROWTH
REIT,
	 	 	INC., a Maryland corporation
	/s/ Natalie Murphy 	 	 	 
	Print Name: 	Natalie Murphy	 	By:	/s/ R. Ramin Kamfar
	 	 	 	 	Name: R. Ramin Kamfar
	/s/ Jordan Ruddy	 	 	Title: CEO 
	Print Name: 	Jordan Ruddy	 	 	 


 


STATE OF New York           


 


CITY/COUNTY OF New York                 
, ss:


 


I HEREBY CERTIFY that
on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments,
personally appeared R. Ramin Kamfar         , to me known to be the person
described in and who executed the foregoing instrument as the CEO of Bluerock Residential Growth REIT, Inc., a Maryland
corporation, and acknowledged to me that he/she as such officer of the corporation, being authorized to do so, executed the foregoing
instrument for the purposes therein contained in the name of such a corporation by himself/herself as CEO of the corporation.


 


Witness my hand and official
seal in the county and state aforesaid, this 14 day of August, 2015.


 


	 	/s/ Dale Pozzi
	 	Notary Public


 


My Commission Expires: January 28, 2017


 


	 	DALE POZZI
	 	NOTARY PUBLIC – STATE OF NEW YORK
	 	No. 01PO6275397
	 	Qualified in New York County
	 	My Commission Expires January 28, 2017




    	Guaranty - Multistate	 	 Page 10



     


    


  


	WITNESS:	 	MPC PARTNERSHIP HOLDINGS, LLC, a
	 	 	Georgia limited liability company
	/s/ Erin Buglione	 	 	 
	Print Name:	Erin Buglione	 	By:	/s/ M. Patrick Carroll
	 	 	 	 	M. Patrick Carroll
	/s/ Treniece C. Holmes	 	 	President
	Print Name:	Treniece C. Holmes	 	 	 


 


STATE OF Georgia      


 


CITY/COUNTY OF Fulton         ,
ss:


 


I HEREBY CERTIFY that
on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments,
personally appeared M. Patrick Carroll, to me known to be the person described in and who executed the foregoing instrument as
the President of MPC Partnership Holdings, LLC, a Georgia limited liability company, and acknowledged to me that he/she as such
officer of the limited liability company, being authorized to do so, executed the foregoing instrument for the purposes therein
contained in the name of such a limited liability company by himself/herself as President of the limited liability company.


 


Witness my hand and official
seal in the county and state aforesaid, this 18 day of August, 2015.


 


	 	/s/ Kristin Uzzell
	 	Notary Public


 


My Commission Expires: 7/6/2019


 


	 	KRISTIN UZZELL
	 	NOTARY PUBLIC
	 	FULTON COUNTY, GEORGIA
	 	My Commission Expires July 6, 2019




    	Guaranty - Multistate	 	 Page 11



     


    


		(a)	Name and Address of Guarantor:



 


		Name:	Bluerock Residential Growth REIT, Inc.



		Address:	c/o Bluerock Real Estate, LLC



712 Fifth Avenue, 9th Floor


New York, New York 10019


Attention: Michael Konig


 


		Name:	MPC Partnership Holdings, LLC



		Address:	c/o Carroll Organization, LLC



3340 Peachtree Road, Suite 1620


Atlanta, Georgia 30326


Attention: Josh Champion


 


		(b)	Guarantor represents and warrants that Guarantor is:



 


		 ̈	single



		 ̈	married



		x	an entity



 


		(c)	Guarantor represents and
warrants that Guarantor’s state of residence is N/A.



 




    	Guaranty - Multistate	 	 Page 12



     


    


 


RIDER TO GUARANTY


 


MINIMUM NET
WORTH/LIQUIDITY


 


(Revised 5-1-2015)


 


The following
changes are made to the Guaranty which precedes this Rider:


 


		A.	Section 20 is deleted and replaced with the following:



 


		20.	Minimum Net Worth/Liquidity Requirements.



 


		(a)	Guarantor must maintain a minimum net worth of $15,000,000.00 with liquid assets of at least $2,500,000.00
(collectively, “Minimum Net Worth Requirement”).



 


		(b)	In addition to the financial information that Guarantor is required to provide pursuant to Section 13
of this Guaranty, annually within 90 days after the end of each fiscal year of Guarantor, Guarantor must provide Lender with
a written certification (“Guarantor Certification”) of the net worth and liquid assets of Guarantor, derived
in accordance with customarily acceptable accounting practices. The Guarantor must certify the Guarantor Certification under penalty
of perjury as true and complete.



 


		(c)	Within 30 days of receipt of Notice from Lender that Guarantor has failed to maintain the
Minimum Net Worth Requirement, Guarantor must either:



 


		(i)	cause one or more natural persons or entities who individually or collectively, as applicable,
meet the Minimum Net Worth Requirement and is/are acceptable to Lender, in its sole discretion, to execute and deliver to Lender
a guaranty in the same form as this Guaranty, without any cost or expense to Lender; or



 


		(ii)	deliver to Lender a letter of credit or other collateral acceptable to Lender in its discretion
meeting the following conditions, as applicable:



 


		(A)	If Guarantor supplies a letter of credit, the letter of credit must be in the form required by
Lender and satisfy the requirements for Letters of Credit set forth in Section 11.15 of the Loan Agreement, except that an updated
nonconsolidation opinion will not be required.



 


		(B)	The letter of credit or other collateral must be in an amount equal to the greatest of:



 


		(X)	the positive difference, if any, obtained by subtracting the net worth identified in the Guarantor
Certification from the minimum net worth required under the Minimum Net Worth Requirement,



 


		(Y)	the positive difference, if any, obtained by subtracting the liquid assets identified in the Guarantor
Certification from the minimum liquid assets required under the Minimum Net Worth Requirement, and






 



    	Rider To Guaranty
 Minimum Net Worth/Liquidity	 	 Page 1



     


    


 





		(Z)	$100,000.



 


		(d)	Lender will hold the letter of credit or other collateral until one of the following occurs:



 


		(i)	Lender has a claim against the Guarantor, in which case Lender will be entitled to draw on the
letter of credit and apply the proceeds or the other collateral to such claim(s), in Lender’s sole discretion.



 


		(ii)	Lender returns the letter of credit or other collateral to Guarantor pursuant to Section (e).



 


		(e)	Provided no Event of Default then exists, Guarantor will be entitled to request a return of the
unused portion, if any, of the letter of credit or other collateral in the event it delivers to Lender evidence in form and substance
satisfactory to Lender, including a Guarantor Certification, that Guarantor has satisfied the Minimum Net Worth Requirement.



 






    	Rider To Guaranty
 Minimum Net Worth/Liquidity	 	 Page 2