applies to existing contracts. see, e.g., United Air Lines, Inc. v.
ALG, Inc., 912 F.Supp. 353, 358 (N.D.. I11. 1995) (“[U]nless a party is
alleged to have improperly exercised its contractually granted
discretion, an opponent cannot defend against a breach of contract

claim by invoking the duty of good faith and fair dealing.”) (emphasis

supplied); Market Street Assocs. d, P’ship v. Frey, 941 F.2d 588,
594 (7th Cir. 1991) (noting that implied covenant of good faith and
fair dealing is addressed to the “performance” of a contract, not its
“formation”). It “does not creaté“an overarching duty to be pleasant
and amicable in one's business dealings.” Id.; see also Original
Great Am, Chocolate Chip Cookie Co. Vv. River Valley Cookies, Ltd.,
970 F.2d 273, 280 (7th Cir. 1992) (“Contract law does not require
parties to behave altruistically toward each other; it does not
proceed on the philosophy that..._am my brother's keeper.”). The
Ninth Amendment constituted an.entirely new contract between the
Borrowers and LaSalle (and certain other lenders). In taking on

fresh obligations in the Ninth. Amendment, LaSalle was perfectly

within its right to demand compensating consideration for the risk of

the Borrowers’ default (a very real risk, as it turns out).
Likewise, Gabayzedeh was free to.refuse to become a party to the
Guaranty.

Gabayzedeh agreed to the terms of the Guaranty on July 12, 2001;
that he may regret having done..'$0 is simply irrelevant to the

question of its valid existence and enforceability. The implied

- 130+



question, then the court must enter. summary judgment against her.”

(emphasis in original)). This fundamental rule is no less applicable

where the non-movant’s failure to respond is the consequence of his
assertion of the Fifth Amendment privilege. See LaSalle Bank Lake
View v. Seguban, 54 F.3d 387, 391(7th Cir. 1995).

Under Local Rule 56.1(a) (3) Of the Local Rules of the United
States District Court for the Northern District of Illinois, a party
moving summary judgment must submit.a statement of material facts in
the form of short numbered Saagraphs supported by specific
references to the factual record. LaSalle has done so. Under Local
Rule 56.1(b) (3), the nonmoving party must in turn submit a response
to each such paragraph, including (in the case of disagreement)
specific references to the factual. record. Gabayzedeh, invoking the
Fifth Amendment, has failed to. do so. Gabayzedeh’s refusal to
respond carries drastic consequences, as “[{aJil material facts set
forth in the statement required of.the moving party will be deemed to
be admitted unless controverted by the statement of the opposing
party.” Local Rule 56.1i(b)(3)(B), (emphasis supplied); see also
Seguban, 54 F.3d at 391 (holding that, notwithstanding a non-movant’s
“Fifth Amendment silence,” “admission[s] . . . achieved automatically
through operation of [Local Rule 56.1(b)] . . . dof] not
overstep the bounds of constitutional acceptability”) .

The Seventh Circuit has explicitly “endorsed the exacting

obligation{s] these [local] impose on a party contesting

summary judgment” and has “repeatedly upheld thef[ir] strict



provides that LaSalle is free to demand payment from Gabayzedeh under
the Guaranty before seeking payment ..from other sources:

Upon any default by any Borrower as provided in
any instrument or document.evidencing all or any
part of Borrowers’ Liabilities, including,
without limitation, u.the Loan Agreement,
[LaSalle] may, at its. sole election, proceed
directly and at once ...,.... against Guarantor to
collect and recover the full amount or any
portion of Borrowers’ Liabilities, without first
proceeding against any Borrower, or any other
person, firm, or corporation, or against any
security or collateral for Borrowers’
Liabilities. :

Guaranty at 3; see also Guaranty .at 2 (“All amounts payable by

Guarantor under the Guaranty shall be payable upon demand by

(LaSalle].”). The Court construes the instant action as LaSalle’s
“demand” that Gabayzedeh pay to LaSalle “[a]ll amounts payable
under the Guaranty.” (Id.) =

By August 10, 2001, the Borrowers’ bond deal with UBS Warburg
had collapsed, and they had failed to pay down the Overadvance amount
(which on that date stood at $4,998,777) as required by the Ninth

Amendment. LaSalle forthwith declared a default and accelerated the

full amount of the Borrowers’ outstanding obligations under the Loan
Agreement. Just one month later, on September 10, 2001, all of the
Borrowers filed for bankruptcy protection. Filing for bankruptcy
constituted an “Event of befault” under the Loan Agreement and made

“all of Borrowers’ Liabilit immediately and

automatically . . . due and payable, without notice of any kind.”

(See Loan Agmt. 29-30.) Shortly after the bankruptcy filing, the

- 9



percentage of eligible accounts receivable and inventory (“A/R & I
Amount”). (See Loan Agmt., Exh, A.) On May 3, 2000, the Loan
Limit’s $100,000,000 cap was increased to $145,000,000. By the terms
of the Loan Agreement, the Borrower’s “Liabilities” (a term
capaciously defined in the Loan Agreement to include, inter alia
“any and all obligations, liabilities and indebtedness of each
Borrower to [LaSalle] or any [other lender party to the Loan
Agreement]”} were not to exceed the Loan Limit; if they did, the
Borrowers were required to pay down that excess amount (the
‘Overadvance”) “immediately, and without any necessity of a demand by
[LaSalle]” (see Loan Agmt. at 10-11), on pain of triggering an “Event
of Default” (see Loan Agmt. at 28-29).

As of early June 2001, the Borrowers’ Liabilities under the Loan
Agreement had in fact exceeded the,..Loan Limit, and the Borrowers did
not have sufficient funds to pay down this Overadvance. Gabayzedeh
and the other Borrowers, aware of this “out-of-margin” financial
condition, entreated LaSalle in Juné and July 2001 not to declare an

‘Event of Default” under the Loan Agreement at that time, in part out

of fear that it would cripple public bond deal then being
negotiated with UBS Warburg. LaSalle obliged, and between early June
2001 and July 12, 2001, LaSalle (as well as the other lenders party
to the Loan Agreement) began considering requests from the Borrowers

for additional funding on a day-to-day basis. Some of those requests

were granted.


enforcement + + . , Sustaining the entry of summary judgment when
the non-movant has failed to submit.a factual statement in the form
called for by the pertinent [local] rule and thereby conceded the
movant’s version of the facts.” Waldridge, 24 F.3d at 922. As the

Seventh Circuit has acknowledged, “district courts are not obligated

in our adversary system to scour.the record looking for factual
disputes.” Id. Likewise here, the Court will not scour the record
on Gabayzedeh’s behalf. Rather, the Court accepts as undisputed
LaSalle’s properly supported statements of material fact contained in
its Local Rule 56.1(a) (3) Statement of Uncontested Material Facts.
The Court’s task then becomes to, determine whether, “given the
undisputed facts, summary judgment is proper as a matter of law.”
Wienco, Inc. v. Katahn Assocs., Inc., 965 F.2d 565, 568 (7th Cir.
1992).

BACKGROUND

On or about July 9, 1999, LaSalle, as a lender and as agent for
a group of lenders, entered into an Amended and Restated Loan
Agreement (the “Loan Agreement”) with American Tissue, Inc. (“ATI”)
and certain companies affiliated with ATI (collectively, the
“Borrowers”). At that time, “Gabayzedeh was President, Chief
Executive Officer and an indirect fifty-percent stockholder of ATI.
The Loan Agreement provided the.Borrowers with a revolving credit
facility secured by, among other things, the Borrowers’ inventory and
accounts receivable. This credit, facility was subject to a “Loan

Limit,” defined as the lesser of (i) $100,000,000 and (ii) a defined



Through the Guaranty, Gabayzedeh agreed to

unconditionally guarant[y] . . . the full and
prompt payment when due, whether at maturity or
earlier, by reason of acceleration or otherwise,

and at all times the
indebtedness, liabilities

‘ter, of all of the
and obligations of

every kind and nature..of each Borrower to

{LaSalle] and/or Lenders oo. . , now or
hereafter existing, or due or to _ become
due, . . . including, .without limitation, all

obligations and liabilities of each Borrower to
[LaSalle] and/or [the other lenders} under the

Loan Agreement [as amended by _ the

Amendment].

Ninth

In relevant part, Rider A to the. Guaranty (“Rider A”), which is

expressly incorporated into the Guaranty itself

limits the scope of the Guaranty by providing that

the liability of Guar.
shall not exceed th

outstanding ‘Liabilities’ {as defined
Loan Agreement) exceed the “Loan Limit”

(Guaranty at 6),

tor under the Guaranty
amount by which the

in the

plus (ii) interest on such amount computed at
the highest rate provided in the Loan Agreement,

plus (iii) all costs and expenses, including,
without limitation, all court costs and
reasonable attorneys’ and paralegals’ fees, paid

or incurred by ([LaSa

2] in endeavoring to

collect all or any “part of Borrower’s
Liabilities from, or in, prosecuting any action
against, Guarantor or any other guarantor of all

or any part of Borrower’s. Liabilities.

Rider A at l.

In signing the Guaranty, Gabayzedeh also agreed to a broad

waiver of defenses, in that his “obligations under th[e] Guaranty are

unconditional, irrespective of ... . any other circumstance which

might otherwise constitute a legal or equitable discharge or defense

of a guarantor.” (Guaranty at..2.) In addition,

ed.

the Guaranty


“ee Order Fos (00297)

“~ United States District Court, Northern District of Illinois
2) a 5
Name of Assigned Judge Harry D. Leinenweber Sitting Judge if Other
or Magistrate Judge . _. than Assigned Judge
CASE NUMBER 02 C 734 DATE 1/16/2003
CASE LaSalle National ‘Bank Assoc. vs. Mehdi Gabayzedeh
TITLE
[In the following box (a) indicate the party filing the motion, e.g, plaintiff, defendant, 3rd party plaintiff, and (b) state briefly the nature
MOTION: Of the motion being presented}

DOCKET ENTRY:

(1) a Filed motion of [ use listing in “Motion” box above.]

(2) Q Brief in support of motion due

(3) Oo Answer brief to motion due___. Reply to.answer briefdue___

(4) im Ruling/Hearing on__ set for__ at.

(5) (i) Status hearing{held/continued to] [set for/re-setfor]on___setfor____at

(6) im} Pretrial conference[held/continued to] [set for/e-set for] on___——set for at
(7) Oo Trial[set for/re-set for] on at

(8) Oo {Bench/Jury trial} [Hearing] held/continued to, _.__ at

(9) QO ‘This case is dismissed [with/without] prejudice and without costs[by/agreement/pursuant to]

OOFRCP4(m) O Local Rule 41. COFRCP41(a)(1) 0 FRCP41{a)(2).
a0) {Other docket entry) ENTER MEMORANDUM OPINION AND ORDER: Plaintiff”

s Motion for

Summary Judgment is GRANTED. The Court,hereby enters judgment for LaSalle. In accordance with
the Memorandum Opinion and Order LaSalle shall submit affidavit(s) and other appropriate supporting

documentation within 14 days of receipt of this Memorandum Opinion and Order; Gabayzed
7 days to respond.

dt @ [For further detail see order attached, he original minute order.]

eh shall have

No notices required, advised in open court,

No notices required

Document
Number

24

number of notices
Notices mailed by judge's staff. JAN Zu
Notified counsel by telephone, ste docked
VY | Bocketing to mail notices
Y | Mail AO 450 form Lyno9 Lory) dock yinbA Ge Naisiass
Copy to judge/m 20. gusysia ‘Sn
— 90:8 un dave ile wie
we | Seen CHE Lt er ey
initials GT r ea
central ice nang depety init



Although “a covenant of good faith and fair dealing is implied
in every Illinois contract, . .. [it] has never been an independent

source of duties for the parties toa contract.” F.D.I.C. v. Rayman,

117 F.3d 994, 1000 (7th Cir. 1997) (internal citations and quotation
marks omitted). As explained by the Seventh Circuit,

Firms that have negotiated contracts are
entitled to enforce them to the letter, even to
without being muicted for lack of ‘good faith.’
Although courts often refer to the obligation of
good faith that exists..in every contractual
relation, this is not anJinvitation to the court
to decide whether oné. party ought to have
exercised privileges expressly reserved in the
document. ‘Good faith’ is a compact reference
to an implied undertaking not to take
opportunistic advantage in a way that could not
have been contemplated. at the time of drafting,
and which therefore was. not resolved explicitly
by the parties. When the contract is silent,
principles of good faith... fill the gap.
They do not block use.of terms that actually
appear in the contract.

Kham & Nate's Shoes No. 2, Inc. v. First Bank of Whiting, 908 F.2d
1351, 1357 (7th Cir. 1990) (citations omitted).

As of early June 2001 and continuing through the closing of the
Ninth Amendment on July 12, 2001,.the Borrowers’ Liabilities exceeded
the Loan Limit. The Loan Agreement expressly required the Borrowers
to pay down this Overadvance amount “immediately, and without any
necessity of a demand by [LaSalle].” (Loan Agmt. at 10.) Failure to
do so would constitute an “Event of..Default” under the Loan Agreement
(see, e.g., Loan Agmt. at 28 (defining “Event of Default” as, inter

alia, “the failure of any Obligor to pay when due any of the

- 1be-



bankruptcy court removed Gabayzedeh as President and Chief Executive

Officer of ATI. oe

As of September 10, 2001, the Overadvance amount had grown to
$32,643,466; by July 29, 2002, it had swollen to $103,150,049.

DISCUSSION

Gabayzedeh purports to have.identified two “genuine issues of
material fact” that should serve to defeat this summary judgment
motion: (1) whether LaSalle preached its duty of good faith and fair
dealing; and (2) whether the extent of Gabayzedeh’s liability under
the Guaranty became fixed as of..a date certain. Gabayzedeh has
mischaracterized his arguments as raising “genuine issues of material
fact”; as previously emphasized, Gabayzedeh has conceded LaSalle’s
version of the material facts in this case. See Local Rule

56.1(b) (3) (B). Properly understood, Gabayzedeh’s arguments challenge

whether, given that “there is no”“genuine issue as to any material

fact{,] . . . the moving party is entitled to judgment as a matter of
law.” FED.R.CIv.P. 56(c). The CoUrt will address each argument in
turn.

Good Faith and Fair Dealing
Gabayzedeh contends that LaSalle “breached its obligation to act
in good faith by (a) refusing to disburse funds to American Tissue
prior to issuing a proper written notice of default; and (b)
requiring Mr. Gabayzedeh to sign the July 12 guaranty before LaSalle
would disburse funds. .. .” (Def.’s Resp. in Opp. to Pl.’s Mot. for
Summ. J. at 3.) Gabayzedeh is mistaken.

-10-


ie

During a conference call on June 21, 2001 with LaSalle and the
other lenders, Gabayzedeh, in an apparent effort to assuage LaSalle’s
concern about the Borrowers’ inability to pay down the persisting
Overadvance, proposed that he provide a guaranty for that amount.
This idea appealed to LaSalle andthe other lenders, and in fact
became a condition precedent to the closing of a Ninth Amendment to
the Loan Agreement (“Ninth amending”) . (See Ninth Amdt. at 5 (“This
Amendment shall not become effective until . . . Mehdi Gabayzedeh
provides his personal Guaranty of the Liabilities outstanding with
respect to the Overadvance Availability in form and substance
satisfactory to [LaSalle].”).) The Guaranty itself also expressly
acknowledged that it was being executed in connection with the Ninth
Amendment “as a condition to the extension and continuation of credit
by [LaSalle] and [the other lenders party to the Loan Agreement].”
(See Guaranty at 1.)

The Ninth Amendment ultimately closed on July 12, 2001, and
Gabayzedeh executed both the Ninth Amendment and the Guaranty the
same day. Among other things, .the Ninth Amendment modified the
definition of “Loan Limit” by including an additional $19,600,000 in
the calculation of the A/R & I Amount, thus giving the Borrowers
greater borrowing headroom (though just for a short time, as the
$19,600,000 amount would steadily decrease to $0 by August 3, 2001).
(See Ninth Amdt. at 2-3.) Following the closing, LaSalle provided
additional funding to the Borrowers pursuant to the terms of the

Ninth Amendment.


there ‘isa genuine issue for trial.” FED.R.Civ.P. 56(e); Becker v.
Tenenbaum-Hill Assoc., Inc., 914° F.2d 107, 110 (7th Cir. 1990);
Schroeder v. Lufthansa German Airlines, 875 F.2d 613, 620 (7th Cir.
1989). Accordingly, summary judgment is mandatory “against a party
who fails to make a showing sufficient to establish the existence of
an element essential to that party's case, and on which that party
will bear the burden of proof at trial.” Celotex, 477 U.S. at 322.
In such a situation, there canbe “‘no genuine issue as to any
material fact’, since a complete failure of proof concerning an
essential element of the nonmoving party’s case necessarily renders
all other facts immaterial.” Id. at 323.

Failure to Respond. to Statement
of Uncontested.Material Facts

Invoking his Fifth Amendment right against self-incrimination,
Gabayzedeh has offered no response to LaSalle’s version of the
material facts in this case. Federal Rule of Civil Procedure 56(e)
is clear, however, that once a siffttary judgment motion “is made and
supported as provided in [Rule 56],”.the nonmoving party must respond
by “set[ting] forth specific facts showing there is a genuine issue
for trial. If the [nonmoving] party does not so respond, summary
judgment, if appropriate, shall be entered against the [nonmoving}

party.” FED.R.Civ.P. 56(e); see also Waldridge v. American Hoechst

Corp., 24 F.3d 918, 920 (7th Ci 1994) (Under Rule 56(e), “if the

non-movant does not come forward with evidence that would reasonably

permit the finder of fact to find in her favor on a material



covenant of good faith and fair dealing has no application under the
circumstances of this case.
Scope of the Guaranty
As previously discussed, Rider A provides that the amount
subject to the Guaranty “shall not..exceed the amount by which the
outstanding Liabilities exceed the Loan Limit,” plus “interest on
such amount computed at the highest rate provided in the Loan

Agreement,” and all costs, expenses and fees paid or incurred by

(Rider A at 1.) Gabayzedeh contends that Rider A is also subject to

an implicit temporal restriction ich fixes Gabayzedeh’s exposure
under the Guaranty as of a date certain. Arguing in the alternative,
Gabayzedeh urges that Rider A._should be construed to fix his
liability as of either: (a) August 10, 2001, the date LaSalle
declared a default under the Loan Agreement or (b) the date the
Bankruptcy Court removed him as President and Chief Executive Officer
of ATI. (See Def.’s Resp. in Opp. to Pl.’s Mot. for Summ. J.
at 3-4.) Neither argument is convincing.

Gabayzedeh’s arguments wither in the face of the plain language
of the Guaranty, which clearly and unambiguously states that
Gabayzedeh “unconditionally guarantees . . . the full and prompt
payment when due, whether at maturity or earlier, by reason of
acceleration or otherwise, and at.all times thereafter, of all of the

indebtedness, liabilities and obligations of every kind and nature of

- 142+



submit affidavit(s) and other appropriate supporting documentation
(which shall include reasonably detailed evidence of the costs and
fees recoverable under the Guaranty that it i ciirred in bringing this
action) within 14 days of receipt of tWis Memoraydum Opinion and

Order; Gabayzedeh shall have 7 days to respond to/LaSalle’s

IT IS SO ORDERED.

Harry D. Leinenweber, Judge
United States District Court

7S.

Date:



together with affidavits, if any, show that there is no genuine issue
as to any material fact and thatthe moving party is entitled to

judgment as a matter of law.” .FED.R.Civ.P. 56(c). A fact is

“material” if it could affect the outcome of the suit under the
governing law; a dispute is “genuine” where the evidence is such that
a reasonable jury could return acyerdict for the nonmoving party.
Anderson v. Liberty Lobby, Inc:7-477 U.S. 242, 248 (1986). The
Supreme Court has emphasized “that,at the summary judgment stage the
judge’s function is not himself to.weigh the evidence and determine
the truth of the matter but to determine whether there is a genuine
issue [of material fact] for trial.” Id. at 249. In performing this

task, all factual disputes are. resolved, and all reasonable

inferences are drawn, in favor of..the nonmoving party. Jackson v.

Illinois Medi-Car, Inc., 300 F.3d 760, 764 (7th Cir. 2002). However,
“[s]elf-serving assertions without factual support in the record will
not defeat a motion for summary judgment.” Jones v. Merchants Nat’l
Bank & Trust Co., 42 F.3d 1054, 1058 (7th Cir. 1994).

The burden is initially upon the movant to identify those
portions of “the pleadings, depositions, answers to interrogatories,

and admissions on file, together with the affidavits,” if any, that
the moving party believes demonstrate an absence of a genuine issue
of material fact. Celotex v. Gakrett, 477 U.S. 317, 323 (1986).
Once the moving party has met this..burden, the nonmoving party may
not rest upon the mere allegations contained in the nonmoving party’s

pleading, but rather “must set.forth specific facts showing that

- 208



fe JAN 1? 2002
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TLLINOES

EASTERN. DIVISION ! L E D

JAN + 6 2003
LaSALLE NATIONAL BANK

ASSOCIATION, a National Banking . JUDGE HARRY D. LEINENWEBER
Association, .S. DISTRICT COURT JUDGE

Plaintiff, : Case No. 02 CV 734
v. Hon. Harry D. Leinenweber

MEHDI GABAYZEDEH, an
individual,

Defendant.

MEMORANDUM QPINION AND ORDER

Plaintiff LaSalle National Bank Association (“LaSalle”) brings

this action against Mehdi Gabi edeh (“Gabayzedeh”) seeking a
declaratory judgment that Gabayzedeh’ s obligations under that certain
Continuing Unconditional Guaranty dated July 12, 2001 entered into by
and between Gabayzedeh and LaSalle (for itself and as agent for
certain other lenders) (the “Guaranty”) are “presently due and owing”

to LaSalle. The Court’s subject..matter jurisdiction rests on 28

U.S.C. § 1332. Presently before the Court is LaSalle’s Motion for

Summary Judgment pursuant to Federal Rule of Civil Procedure 56. For
the following reasons, the Court grants the motion.

MOTION FOR SUMMARY JUDGMENT

Legal. : Standard

Summary judgment is appropriate where “the pleadings,

depositions, answers to interrogatories, and admissions on file,

Q4



Liabilities”)), thus entitling LaSalle, “in its sole discretion, [to]
refuse to advance any Loan requested by or on behalf of a Borrower
under th{e] Loan Agreement” (Loan,.Agmt. at 31).

It is undisputed that the Borrowers failed to pay down the
Overadvance that existed prior..to July 12, 2001. Under such
circumstances, nothing in the Loan. Agreement required LaSalle to
issue the Borrowers a written notice of default before refusing to
make further extensions of credit. In any event, Borrowers can
hardly cry foul, as they themselves specifically requested that
LaSalle not declare a default for fear that it would endanger the
success of the Borrowers’ anticipated bond offering through UBS
Warburg. Given the clarity of the.contract in this case, there is no
justification for considering the implied covenant of good faith and
fair dealing, cf. Rayman, 117 F.3d.at 1000; L.A.P.D., Inc. v. Gen.
Elec. Corp., 132 F.3d 402, 404 (7th Cir. 1997) (“Litigants may not
seek to litigate issues of ‘good faith’ in lieu of abiding by
explicit provisions of contracts.”), or, for that matter, a “course-
of-dealing” analysis, see Uscian vy, Blaccnoeri, 340 N.E.2d 618, 621
(Ill. App. 1975) (“Where a contract.is clear and unambiguous, however,
the conduct of the parties cannot be used to prove that the contract
means something other than it says.”).

Gabayzedeh also argues that LaSalle somehow breached its duty of
good faith and fair dealing in > requiring Gabayzedeh to sign the
Guaranty as a precondition to the Ninth Amendment. This argument is

utterly without merit. The duty of good faith and fair dealing only

- 12--


each Borrower.” (Guaranty at 1 (emphasis supplied).) The Guaranty,
aptly titled “Continuing Unconditional Guaranty,” unmistakably
provides that Gabayzedeh has an Ongoing, continuing obligation to
guaranty all of the Borrowers’ Liabilities, subject only to the
limiting formula of Rider A. Because the Guaranty (which expressly
incorporates Rider A) is explicitly drafted without temporal
limitations, Gabayzedeh’s invitation to interpolate such limitations
must be rejected. Cf. Klemp v. Hergott Group, Inc., 641 N.E.2d 957,
962 (Ill. App. 1994) (“A court will.not rewrite a contract to suit one
of the parties, but will enforce the terms as written. There is a
strong presumption against provisions that easily could have been
included in the contract but weré not.”); Chrysler Credit Corp. v.
Marino, 63 F.3d 574, 577 (7th Gir. 1995) (Under Illinois law,
“[g]uaranties are contracts to.be.interpreted in accordance with
their clear and unambiguous meaning.”).
CONCLUSION

For the foregoing reasons, Plaintiff’s Motion for Summary
Judgment is GRANTED. The Court ‘hereby enters judgment for LaSalle
and declares that Gabayzedeh’s guaranty obligations under that
certain Continuing Unconditional Guaranty dated July 12, 2001 entered
into by and between Gabayzedeh and’ LaSalle (for itself and as agent
for certain other lenders), as\.described in this opinion, are
presently due and owing to LaSalle....To enable the Court to determine
the precise amount of Gabayzedeh’s guaranty obligations that exist as
of the date of this Memorandum ‘Opinion and Order, LaSalle shall

- ibe