Exhibit 10.101


 


GUARANTY AGREEMENT


 


THIS GUARANTY AGREEMENT (“Guaranty”) is made this 13th day of June,
2003, by the undersigned (hereinafter referred to as “Guarantors” whether one
or more), in favor of BEAL BANK, S.S.B., a savings bank organized under the
laws of the State of Texas (“Lender”).


 


WITNESSETH:


 


A.                                    Lender
has made a loan (the “Loan”) to HUNTLEY DEVELOPMENT LIMITED PARTNERSHIP, an
Illinois limited partnership (“Borrower”), in the maximum principal amount of
$11,712,177.00, evidenced by that certain Amended, Restated and Increased
Promissory Note ( the “Note”), dated January 30, 2002, in the stated
principal amount of $11,712,177.00, secured by, among other things, that
certain  Adjustable Rate Mortgage,
Security Agreement and Assignment of Leases and Rents (as previously modified
and amended, the “Mortgage”), dated October 27, 1999, executed by Borrower
for the benefit of Lender.  The Note,
the Mortgage and the other Loan Documents, as such term is defined in the
Mortgage, have been modified and extended most recently by that certain Fourth
Modification Agreement (the “Fourth Modification”) of even date herewith, by
and among Borrower, Lender, The Prime Group, Inc. (the “Released Guarantor”),
the Transferring Parties, as therein defined, and the Guarantors.


 


B.                                    Borrower,
Huntley Meadows Residential Venture and Lender have also entered into that
certain Amended and Restated Agreement and Assignment of Net Profits Interest,
dated October 27, 1999 (as previously modified, the “NPI Agreement”).


 


C.                                    As
more particularly described in the Fourth Modification, Borrower and the
Released Guarantor have requested that Lender (i) consent to the assignment of
certain partnership interests in Borrower to Guarantors and (ii) release the
Released Guarantors as guarantors of the Loan and in place of the Released
Guarantors accept the Guarantors as guarantors of the Loan.


 


NOW,
THEREFORE, as a material inducement to Lender to
consent to the assignment of certain partnership interests in the Borrower, and
release the Released Guarantor as a guarantor of the Loan, and for further good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, each Guarantor does hereby, unconditionally,
irrevocably and absolutely, jointly and severally, warrant and represent to and
covenant and agree with Lender as follows:


 


1.                                      Guaranty
of Obligation.


 


(a)                                  The
Guarantors unconditionally, irrevocably and absolutely, jointly and severally,
guarantee to Lender (i) that all obligations and indebtedness evidenced by
or provided in the Note, the Mortgage, the other Loan Documents and the NPI
Agreement will be promptly paid when due and in accordance with the terms and
provisions thereof (and as


 


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they may be amended, extended or renewed from
time to time), and (ii) the prompt and full payment, performance and
observance, when due, of all other indebtedness, liabilities, obligations and
duties of every kind and character of Borrower to Lender relating in any way to
the Loan and/or the NPI Agreement, whether absolute or contingent, joint or
several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, direct or
indirect relating in any way to the Loan, and including, but not limited to,
any debt, obligation or liability of Borrower to Lender as a member of any
partnership, syndicate, association or other group, or whether incurred by
Borrower as principal, surety, endorser, accommodation party or otherwise;
including, without limitation, interest on all of the above amounts as agreed
upon between Borrower and Lender, or if there is no agreement, at the highest
lawful rate, and any and all renewals, extensions and rearrangements of all or
any part of the indebtedness, obligations and liabilities hereinabove
described.


 


(b)                                 All
indebtedness, duties, obligations and liabilities described above or otherwise
covered by this Guaranty, or intended so to be, are hereinafter sometimes collectively
referred to as the “Guaranteed Indebtedness”.


 


(c)                                  Guarantor
acknowledges and agrees that the Released Guarantor is not being released from
liability as a guarantor of the obligations and indebtedness owed to Lender
under the NPI Agreement.


 


2.                                      Continuing
Guaranty.  This is a continuing
guaranty and shall continue to apply without regard to the form or amount of
indebtedness or obligation which Borrower may create, renew, extend or alter in
whole or in part, without notice to Guarantors.  The circumstance that at any time or from time to time the
Guaranteed Indebtedness may be paid or performed in full shall not affect the
obligation of Guarantors with respect to indebtedness, obligations or
liabilities of Borrower to Lender incurred or arising thereafter.


 


3.                                      Liability
for Other Indebtedness.  If any
Guarantor is or becomes liable for any indebtedness owing by Borrower to Lender
by endorsement or otherwise than under this Guaranty, such liability shall not
be in any manner impaired or affected hereby, and the rights of Lender
hereunder shall be cumulative of any and all other rights that Lender may ever
have against Guarantors.  The exercise
by Lender of any right or remedy hereunder or under any other instrument, or at
law or in equity, shall not preclude the concurrent or subsequent exercise of
any other right or remedy.  Without in
any way diminishing the generality of the foregoing, it is specifically
understood and agreed that this Guaranty is given by Guarantors as an
additional guaranty to any and all other guaranties heretofore or hereafter
executed and delivered to Lender by any Guarantor or any other person or entity
in favor of Lender relating to indebtedness of Borrower to Lender, and nothing
herein shall ever be deemed to replace or be in lieu of any other of such
previous or subsequent guaranties.


 


4.                                      No
Release From Obligations; Guarantors’ Waivers.  The obligations, covenants, agreements and
duties of Guarantors under this Guaranty shall not be released or impaired in
any manner whatsoever, without the written consent of Lender, on account of any
or all of the following:  (a) any
assignment, endorsement or transfer, in whole or in part, of the Guaranteed
Indebtedness, although made without notice to or the consent of any Guarantor;
(b) any waiver by Lender of the 


 


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performance or observance by Borrower or any Guarantor of any of the
agreements, covenants, terms or conditions contained in any document
evidencing, governing or securing the Guaranteed Indebtedness; (c) any
extension of the time for payment or performance of all or any portion of the
Guaranteed Indebtedness; (d) the renewal, rearrangement, modification or
amendment (whether material or otherwise) of any duty, agreement or obligation
of Borrower set forth in any document evidencing, governing or securing any of
the Guaranteed Indebtedness; (e) the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of Borrower, any
Guarantor or any Other Obligor, as hereinafter defined; (f) any receivership,
insolvency, bankruptcy, reorganization or other similar proceedings or lack of
corporate power, affecting Borrower, any Guarantor, any Other Obligor or any of
the assets of Borrower, any Guarantor or any Other Obligor; (g) any release,
withdrawal, surrender, exchange, substitution, subordination or loss of any
security or other guaranty at any time existing in connection with all or any
portion of the Guaranteed Indebtedness, or the acceptance of additional or
substitute property as security therefor; (h) the release or discharge of
Borrower, any other Guarantor or any Other Obligor from the observance or
performance of any agreement, covenant, term or condition contained in any
document evidencing, governing or securing any of the Guaranteed Indebtedness;
(i) any action which Lender may take or omit to take by virtue of any document
evidencing, governing or securing any of the Guaranteed Indebtedness or through
any  course of dealing with Borrower;
(j) the addition of a new guarantor or guarantors; (k) the operation of law or
any other cause, whether similar or dissimilar to the foregoing; (l) any
adjustment, indulgence, forbearance or compromise that may be granted or given
by Lender to any party; (m) the failure by Lender to file or enforce a claim
against the estate (either in administration, bankruptcy or other proceeding)
of Borrower, any Guarantor, any Other Obligor or any other person or entity;
(n) if the recovery from Borrower, any Guarantor, any Other Obligor or any
other person or entity becomes barred by any statute of limitations or is
otherwise prevented; (o) any defenses, set-offs or counterclaims which may be
available to Borrower, any Guarantor, any Other Obligor or any other person or
entity (all of such defenses, set-offs and counterclaims, whether now or
hereafter existing, being hereby irrevocably, absolutely and unconditionally
waived by each Guarantor to the extent not prohibited by applicable law); (p)
any impairment, modification, change, release or limitation of liability of, or
stay of actions of lien enforcement proceedings against, Borrower, its
property, or its estate in bankruptcy resulting from the operation of any
present or future provision of the Bankruptcy Code or any other similar federal
or state statute, or from the decision of any court; or (q) any neglect, delay,
omission, failure or refusal of Lender to take or prosecute any action for the
collection of any of the Guaranteed Indebtedness or to foreclose or take or
prosecute any action in connection with any lien, security interest or other
right of security (including perfection thereof), existing or to exist in
connection with, or as security for, any of the Guaranteed Indebtedness, it
being the intention hereof that each Guarantor shall remain liable as principal
on the Guaranteed Indebtedness, notwithstanding any act, omission or thing
which might, but for the provisions hereof, otherwise operate as a legal or
equitable discharge of any Guarantor. 
Without limitation to the foregoing, Guarantors hereby expressly waive
all rights of Guarantors arising under § 34.02 of the Texas Business and Commerce Code, as
amended (regarding the right to require Lender to sue Borrower on
accrued right of action following written notice to Lender), § 17.001 of
the Texas
Civil Practice and Remedies Code, as amended (allowing suit against
any Guarantor without suit against Borrower, but precluding entry of judgment
against any Guarantor before entry of judgment against Borrower), Rule 31 of
the Texas
Rules of Civil Procedure,  as
amended (requiring Lender to join Borrower in any suit against any Guarantor
unless judgment has been previously entered against Borrower) and Section
51.003 of the Texas Property Code (which relates to deficiencies following real
estate foreclosures).


 


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5.                                      Payment
and Performance of Obligations. If an Event of Default, as defined in
the Mortgage, occurs, Guarantors shall, without notice or demand, and without
any notice having been given to Guarantors of the acceptance by Lender of this
Guaranty and without any notice having been given to Guarantors of the creating
or incurring of such indebtedness, pay the amount due thereon to Lender, at its
office in Dallas, Texas, or at such other place as may be designated in writing
by Lender, and it shall not be necessary for Lender, in order to enforce such
payment by any Guarantor, first, to institute suit or exhaust its remedies
against Borrower or others liable on such indebtedness, or to enforce its
rights against any security which shall ever have been given to secure such
indebtedness.


 


6.                                      Waiver
of Notice.  Notice to Guarantors
of the acceptance of this Guaranty and of the making, renewing or assignment of
the Guaranteed Indebtedness and each item thereof, are hereby expressly waived
by each Guarantor.


 


7.                                      Payments by Borrower.  Each payment on the Guaranteed Indebtedness
shall be deemed to have been made by Borrower unless express written notice is
given to Lender at the time of such payment that such payment is made by a
Guarantor(s) as specified in such notice.


 


8.                                      Releases
and Waivers.  If all or any part
of the Guaranteed Indebtedness at any time be secured, Guarantors agree that
Lender may at any time and from time to time, at its discretion and with or
without valuable consideration, allow substitution or withdrawal of collateral
or other security and release collateral or other security without impairing or
diminishing the obligations of Guarantors hereunder.  Guarantors further agree that if Borrower
executes in favor of Lender any collateral agreement, deed of trust or other
security instrument, including, without limitation, the Mortgage, the exercise
by Lender of any right or remedy thereby conferred on Lender shall be wholly
discretionary with Lender, subject, however, to all applicable notice and
opportunity to cure provisions set forth in the Loan Documents, and that the
exercise or failure to exercise any such right or remedy shall in no way impair
or diminish the obligations of Guarantors hereunder.  Guarantors further agree that Lender shall not be liable for its
failure to use diligence in the collection of any of the Guaranteed
Indebtedness or in preserving the liability of any person liable on the
Guaranteed Indebtedness, and Guarantors hereby waive presentment for payment,
notice of nonpayment, protest and notice thereof, notice of acceleration, and
diligence in bringing suits against any person liable on the Guaranteed
Indebtedness, or any part thereof.


 


9.                                      No
Release of Guarantor.  If the
Guaranteed Indebtedness at any time exceeds the amount permitted by law, or
Borrower is not liable because the act of creating the Guaranteed Indebtedness
is ultra vires, or the officers or persons creating the Guaranteed Indebtedness
acted in excess of their authority, or for any other reason, and for any of
these reasons the Guaranteed Indebtedness which Guarantors agree to pay cannot
be enforced against Borrower, such fact shall in no manner affect any Guarantor’s
liability hereunder, but each Guarantor shall be liable under this Guaranty
notwithstanding that Borrower is not liable for the Guaranteed Indebtedness, to
the same extent such Guarantor would have been liable if the Guaranteed
Indebtedness had been enforceable against Borrower.


 


10.                               Optional
Acceleration.  In the event of
the dissolution or insolvency of Borrower, or the inability of Borrower to pay
its debts as they mature, or an assignment by Borrower for the 


 


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benefit of creditors, or the institution of any proceedings by or
against Borrower under the federal bankruptcy laws alleging that Borrower is
insolvent or unable to pay its debts as they mature, or if any of the foregoing
events occur with respect to any Guarantor or Other Obligor, and if such event
shall constitute an Event of Default, as defined in the Mortgage, and shall
occur at a time when any of the Guaranteed Indebtedness may not then be due and
payable, such Guaranteed Indebtedness, at the option of Lender, shall thereupon
be deemed to be immediately due and payable in full, and Guarantors shall pay
to Lender forthwith the full amount which would be payable hereunder if all
Guaranteed Indebtedness were then due and payable.


 


11.                               Successors
and Assigns.  This Guaranty is
for the benefit of Lender, its participants in the Loan, if any, and its and
their successors and assigns, and in the event of an assignment by Lender, or
its successors or assigns, of the Guaranteed Indebtedness, or any part thereof,
the rights and benefits hereunder, to the extent applicable to the indebtedness
so assigned, may be transferred with such indebtedness.


 


12.                               Modifications
and Waivers; Cumulative Rights. 
No modification, consent, amendment or waiver of any provision of this
Guaranty, nor consent to any departure by any Guarantor therefrom, shall be
effective unless the same shall be in writing and signed by an officer of
Lender, and then shall be effective only in the specific instance and for the purpose
for which given.  No notice to or demand
on any Guarantor in any case shall, of itself, entitle such Guarantor to any
other or further notice or demand in similar or other circumstances.  No delay or omission by Lender in exercising
any power or right hereunder shall impair any such right or power or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such power preclude other or further exercise
thereof, or the exercise of any other right or power hereunder.  All rights and remedies of Lender hereunder
are cumulative of each other and of every other right or remedy which  Lender may otherwise have at law or in
equity or under any other contract or document, and the exercise of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies. 
In this Guaranty, whenever the context so requires, the singular number
includes the plural, and conversely.


 


13.                               Compliance
with Laws.  No provision herein
or in any promissory note, instrument or any other loan document executed by
Borrower, any Guarantor or any Other Obligor evidencing, governing or securing
the Guaranteed Indebtedness shall require the payment or permit the collection
of interest in excess of the maximum permitted by law.  If any excess interest in such respect is
provided for herein or in any such promissory note, instrument, or any other
Loan Document, the provisions of this paragraph shall govern, and neither
Borrower nor any Guarantor  nor any
Other Obligor shall be obligated to pay the amount of such interest to the
extent that it is in excess of the amount permitted by law.  The intention of the parties is to conform
strictly to the usury laws now in force, and all promissory notes, instruments
and other loan documents executed by Borrower or any Guarantor evidencing the
Guaranteed Indebtedness shall be held subject to reduction of the interest
charged to the amount allowed under said usury laws as now or hereafter construed
by the courts having jurisdiction.


 


14.                               Benefit
to Guarantors.  Guarantors
acknowledge and warrant that each Guarantor has derived or expects to derive
financial and other advantage and benefit, directly or indirectly, from the
Guaranteed Indebtedness and each and every advance thereof and from each and
every renewal,


 


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extension, release of collateral or other relinquishment of legal
rights made or granted or to be made or granted by Lender to Borrower.


 


15.                               Attorney’s
Fees and Collection Costs.  If
any Guarantor should breach or fail to perform any provision of this Guaranty,
Guarantors agree to pay to Lender all reasonable costs and expenses (including
court costs and reasonable attorneys’ fees to the extent enforceable under the
laws of the State of Texas) incurred by Lender in the enforcement hereof.


 


16.                               Guarantor’s
Warranties.  Guarantors hereby
warrant and represent unto Lender the following:


 


(a)                                  Each
Guarantor has received or will receive, direct or indirect benefit from the
making of this Guaranty;


 


(b)                                 Each
and every warranty and representation made by Borrower in the Loan Documents is
true and correct;


 


(c)                                  This
Guaranty constitutes a legal, valid and binding obligation of each Guarantor,
and is fully enforceable against each Guarantor in accordance with its terms;


 


(d)                                 Any
and all balance sheets, net worth statements and other financial data that have
heretofore been given to Lender with respect to Guarantors fairly present the
financial condition of each Guarantor as of the date thereof and, since the
date thereof, there has been no material, adverse change in the financial
condition of any Guarantor;


 


(e)                                  Except
as may be set out on Exhibit ”A” attached hereto and made a part
hereof for all purposes, (i) there are no legal proceedings, claims or
demands pending against, or to the knowledge of any Guarantor, threatened
against, any Guarantor or any Guarantor’s assets, which, if determined
adversely to such Guarantor(s), could have a material adverse effect on such
Guarantor(s) or the assets of such Guarantor(s) (ii) no Guarantor is in
breach or default of any legal requirement, contract or commitment, and
(iii) no event (including specifically Guarantors’ execution and delivery
of this Guaranty) has occurred which, with the lapse of time or action by a
third party, could result in any Guarantor’s breach or default under any legal
requirement, contract or commitment; and


 


(f)                                    Guarantors
hereby agree to furnish to Lender from time to time, promptly upon request
therefor, current financial reports and statements setting out in complete and
accurate detail each Guarantor’s financial condition at the time of such
request, containing such information as Lender may reasonably request, and
prepared in accordance with generally accepted accounting principles
consistently applied or in other form acceptable to Lender, in the exercise of
its reasonable discretion.


 


17.                               Subordination and No Subrogation.  If, for any reason whatsoever, Borrower now
or hereafter becomes indebted to any Guarantor, such indebtedness and all
interest thereon, shall, at all times, be subordinate in all respects to the
Loan Documents, and such Guarantor shall not be entitled to enforce or receive
payment thereof until the Guaranteed Indebtedness has been fully paid and
satisfied. Notwithstanding anything to the contrary contained in this Guaranty
or any payments 


 


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made by any Guarantor hereunder, no Guarantor shall have any right of
subrogation in or under the Loan Documents or to participate in any way
therein, or any right, title or interest in and to any mortgaged property or
any collateral for the Guaranteed Indebtedness, all such rights of subrogation
and participation being hereby expressly waived and released, until the
Guaranteed Indebtedness has been fully paid and satisfied.


 


18.                               Law
Governing and Jurisdiction. 
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Texas and is performable in Collin County, Texas.


 


19.                               Severability.  If any provision of this Guaranty or the
application thereof to any person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, neither the remainder of this Guaranty
nor the application of such provision to any other persons or circumstances
shall be affected thereby, but rather the same shall be enforced to the
greatest extent permitted by law.


 


20.                               Counterparts.  This Guaranty may be executed in multiple
counterparts, each of which shall be an original, but all of which shall
constitute but one instrument.


 


21.                               Paragraph
Headings.  The paragraph
headings inserted in this Guaranty have been included for convenience only and
are not intended, and shall not be construed, to limit or define in any way the
substance of any paragraph contained herein.


 


22.                               Compounding
and Settlement.  Guarantors
agree that Lender, in its discretion, may (i) bring suit against
Guarantors and any other guarantor or obligor for all or any part of the Loan (collectively
the “Other Obligors”), jointly and severally or against any one or more of
them, (ii) compound or settle with any one or more of Guarantors and/or
one or more of the Other Obligors for such consideration as the Lender may deem
proper, and (iii) release one or more of the Guarantors and/or one or more of
the Other Obligors from liability hereunder or otherwise in regard to the
Guaranteed Indebtedness, and that no such action shall impair the rights of
Lender to collect  the Guaranteed
Indebtedness (or the unpaid balance thereof) from other Guarantor(s) or Other
Obligors, or any of them, not so sued, settled with or released.  Guarantors agree among themselves, however,
that nothing contained in this paragraph, and no action by Lender permitted under
this paragraph, shall in any way affect or impair the rights or obligations of
Guarantors among themselves.


 


23.                               Consent
to Jurisdiction.  Each Guarantor
hereby irrevocably submits, for such Guarantor and in respect of such
Guarantor’s property, generally and unconditionally, at the election of Lender,
to the jurisdiction of the courts of the State of Texas or of the United States
of America for the State of Texas over any suit, action or proceeding arising
out of or relating to this Guaranty. 
Venue for any such suit shall be in Collin County, Texas.  Each Guarantor irrevocably waives, to the
fullest extent permitted by law, any objection which such Guarantor may now or
hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court that such suit has been brought in an
inconvenient forum.  Each Guarantor
agrees that final judgement in any such suit, action or proceeding brought in
any such court shall be conclusive and binding upon such Guarantor and may be
enforced in the courts of Texas by a suit upon such judgment, a certified or
exemplified copy of which shall be conclusive evidence of the fact and of the
amount of such 


 


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Guarantor’s indebtedness, provided that service of process is effected
upon such Guarantor in one of the manners specified herein or as otherwise
permitted by law.


 


24.                               Service
of Process.  Each Guarantor
hereby irrevocably consents to process being served in any suit, action or
proceeding hereunder (a) by serving a copy thereof upon Borrower and/or the
Secretary of State of the State of Texas, as such Guarantor’s agents for
service of process (provided a copy shall be mailed by registered or certified
mail, postage prepaid, return receipt requested, to such Guarantor at its
address specified below, or to any other address which such Guarantor shall
have designated by written notice to Lender), or (b) if such service is
impossible or impracticable in the sole judgment of the party serving such
process, by the mailing of a copy thereof by registered or certified mail,
postage prepaid, return receipt requested, to such Guarantor at its address set
forth below or to any other address which such Guarantor shall have designated
by written notice to Lender.  Each
Guarantor irrevocably waives, to the fullest extent permitted by law, all
claims of error by reason of any such service and agrees that such service (i)
shall be deemed in every respect effective service of process upon such
Guarantor in any such suit, action or proceeding, and (ii) shall, to the
fullest extent permitted by law, be taken and held to be valid personal service
upon personal delivery to such Guarantor. 
Nothing in this section, shall affect the rights of Lender to serve
process in any manner permitted by law or limit the right of Lender to bring
proceedings against any Guarantor in the competent courts of any jurisdiction
of jurisdictions.


 


25.                               Savings
Clause.  It is the intent of
Guarantors and Lender that Guarantors’ maximum obligations hereunder shall be
equal to, but not in excess of:


 


(a)                                  in a case or
proceeding commenced by or against Guarantors under Chapter 11 of the United
States Code (the “Bankruptcy Code”), the maximum amount which would not
otherwise cause the Guaranteed Indebtedness (or any other obligations of
Guarantors to Lender) to be avoidable or unenforceable against Guarantors under
(i) Section 548 of the Bankruptcy Code or (ii) any state fraudulent transfer or
fraudulent conveyance act or statute applied in such case or proceeding by
virtue of Section 544 of the Bankruptcy Code; or


 


(b)                                 in a case or
proceeding commenced by or against Guarantors under any law, statute or
regulation other than the Bankruptcy Code (including, without limitation, any
other bankruptcy, reorganization, arrangement, moratorium, readjustment of
debt, dissolution, liquidation or similar debtor relief laws under any state
law), the maximum amount which would not otherwise cause the Guaranteed
Indebtedness (or any other obligations of such Guarantors to Lender) to be
avoidable or unenforceable against such Guarantors under such law, statute or
regulation including, without limitation, 
any state fraudulent transfer or fraudulent conveyance act or statute
applied in any such case or proceeding. 
The substantive laws under which the possible avoidance or
unenforceability of the Guaranteed Indebtedness (or any other obligations of
Guarantors to Lender) shall be determined in any such case or proceeding shall
hereinafter be referred to as the “Avoidance Provisions”.


 


To the end set forth in this Section, but only to the extent that the
Guaranteed Indebtedness would otherwise be subject to avoidance under the
Avoidance Provisions if (y) Guarantors are not deemed to have received valuable
consideration, fair value or reasonably equivalent value for the Guaranteed
Indebtedness, or (z) the Guaranteed Indebtedness would cause Guarantors to fail
to be solvent (as of the time any of the Guaranteed Indebtedness is deemed to
have been incurred under the 


 


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Avoidance Provisions), the maximum Guaranteed Indebtedness for which
Guarantors shall be liable hereunder shall be reduced to that amount which,
after giving effect thereto, would not cause the Guaranteed Indebtedness (or
any other obligations of Guarantors to Lender), as so reduced, to be subject to
avoidance under the Avoidance Provisions. 
This section is intended solely to preserve the rights of Lender
hereunder to the maximum extent that would not cause the Guaranteed
Indebtedness of Guarantors to be subject to avoidance under the Avoidance
Provisions, and neither Guarantors nor any other person or entity shall have
any right or claim under this section as against Lender that would not
otherwise be available to such person or entity under the Avoidance Provisions.


 


EXECUTED
AND DELIVERED on the date first above recited.


 


 


ADDRESS FOR NOTICE:


 


 


	
  77 West Wacker Drive

  	
  HORIZON GROUP
  PROPERTIES, INC.,

  
	
  Suite 4200

  	
  a Maryland corporation

  
	
  Chicago, Illinois 60601

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


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