exh10_1.htm


    
      

    

    


    
      FHLMC
        Loan No. 002732432

    

    
      


    

    
      GUARANTY

    

    
      MULTISTATE

    

    
      (for
        use in all jurisdictions except California)

    

    
      REVISION
        DATE 05/06/05

       

      


    

    
      This
        Guaranty (“Guaranty”) is entered into to be effective as of
        November 30, 2007, by the undersigned person(s) (the
“Guarantor” jointly and severally if more than one), for the
        benefit of Federal Home Loan Mortgage Corporation(the
“Lender”).

       

      


    

    RECITALS

     

    
      A.           Regency
        North Associates, L.P., a Missouri limited partnership (the “Original
        Borrower”) previously obtained a loan from Northland/Marquette Capital
        Group, Inc., a Minnesota corporation (the “Original Lender”) in
        the amount of $5,250,000.00 (the “Loan”).  The Loan
        was evidenced by a Multifamily Note from Borrower to Original Lender dated
        December 27, 2000 (the “Note”).  The Note was secured
        by a Multifamily Mortgage, Deed of Trust, or Deed to Secure Debt dated the
        same
        date as the Note (the “Security Instrument”), encumbering the
        real property described in the Security Instrument (the
“Property”).  The Original Lender sold the Note,
        assigned its rights in the Security Instrument and transferred the Loan to
        Federal Home Loan Mortgage Corporation, which is now the holder of the Note
        and
        the owner of the Loan (the “Lender”).

       

      


    

    
      B.           As
        a condition to allowing the Original Borrower to transfer the Property to
        Regency North Acquisition, LLC, a Missouri limited liability company (the
        “New Borrower”) and to allow New Borrower assume the Loan,
        Lender has required that Maxus Operating Limited Partnership, a Delaware
        limited
        partnership (the “New Guarantor”) execute this
        Guaranty.

       

      


    

    
      C.           All
        references to Borrower in this Guaranty will be deemed to refer to the New
        Borrower.  All references to Guarantor in this Guaranty will be deemed
        to refer to the New Guarantor.

       

      


    

    
      NOW,
        THEREFORE, in order to induce Lender to consent to the transfer of the Property
        to the New Borrower, and in consideration thereof, Guarantor agrees as
        follows:

       

      


    

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              Scope
                of Guaranty.

            


    

     

    
      	
               

            	
              (a)

            	
              Guarantor
                hereby absolutely, unconditionally and irrevocably guarantees to
                Lender:

            


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (i)           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)

            	
              a
                portion of the Indebtedness equal to zero percent (0%) of the original
                principal balance of the Note (the “Base Guaranty”);
                and

            


    

     

    
      	
               

            	
              (B)

            	
              in
                addition to the Base Guaranty, all other amounts for which Borrower
                is
                personally liable under Sections 9(c), 9(d) and
                9(f) of the Note;
                and

            


    

     

    
      	
               

            	
              (C)

            	
              all
                costs and expenses, including reasonable Attorneys’ Fees and Costs
                incurred by Lender in enforcing its rights under this Guaranty;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                full and prompt payment and performance when due of all of Borrower’s
                obligations under Section 18 of the Security
                Instrument.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                the Base Guaranty stated in Section 2(a)(i)(A) is 100 percent of the
                original principal balance of the Note, then (i) the Base Guaranty
                shall mean and include the full and complete guaranty of payment
                of the
                entire Indebtedness and the performance of all Borrower’s obligations
                under the Loan Documents; and (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), 2(a)(i)(C)
                and Section 3 shall be part of, and not in addition to or in
                limitation of, the Base Guaranty.

            


    

     

    
      If
        the
        Base Guaranty stated in Section 2(a)(i)(A) is less than 100 percent of the
        original principal balance of the Note, then this Section 2(b) shall be
        completely inapplicable and shall be treated as if not a part of this
        Guaranty.

       

      


    

    
      	
               

            	
              (c)

            	
              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 Security Instrument
                and the other Loan Documents (except this Guaranty) shall 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:

            


    

     

    


    
      
        
          
          

        

        
          PAGE
            2

          
            

          

        

        
          
          

        

      

    

    


    (i)           Borrower
      voluntarily files for bankruptcy protection under the United States Bankruptcy
      Code; or

     

    
      	
               

            	
              (ii)

            	
              Borrower
                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;
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              an
                order of relief is entered against Borrower pursuant to the United
                States
                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.”

            


    

     

    
      	
               

            	
              (b)

            	
              For
                purposes of this Section, the term “Related Party”
                means:

            


    

     

    
      	
               

            	
              (i)

            	
              Borrower
                or Guarantor; and

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                person or entity that holds, directly or indirectly, any ownership
                interest in or right to manage Borrower or Guarantor, including without
                limitation, any shareholder, member or partner of Borrower or Guarantor;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              any
                person or entity in which any ownership interest (direct or indirect)
                or
                right to manage is held by Borrower, Guarantor or any partner, shareholder
                or member of, or any other person or entity holding an interest in,
                Borrower or Guarantor; and

            


    

     

    
      	
               

            	
              (iv)

            	
              any
                other creditor of Borrower that is related by blood, marriage or
                adoption
                to Borrower, Guarantor or any partner, shareholder or member of,
                or any
                other person or entity holding an interest in, Borrower or
                Guarantor.

            


    

     

    
      	
               

            	
              (c)

            	
              If
                Borrower, Guarantor or any Related Party has solicited creditors
                to
                initiate or participate in any proceeding referred to in this Section,
                regardless of whether any of the creditors solicited actually initiates
                or
                participates in the proceeding, then such proceeding shall be considered
                as having been initiated by a Related
                Party.

            


    

     

    
      	
              4.

            	
              Guarantor’s
                Obligations Survive Foreclosure.  The obligations of
                Guarantor under this Guaranty shall 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 obligations under
                Section 18 of the Security Instrument shall 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 shall have no obligation under this
                Guaranty
                relating to Borrower’s obligations under Section 18 of the Security
                Instrument 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.

            


    

     

    


    
      
        
          
          

        

        
          PAGE
            3

          
            

          

        

        
          
          

        

      

    

    


    
      	
              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.  The
                obligations of Guarantor under this Guaranty shall be performed without
                demand by Lender and shall be unconditional regardless of the genuineness,
                validity, regularity or enforceability of the Note, the Security
                Instrument, 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:

            


    

     

    
      	
               

            	
              (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 shall 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;

            


    

     

    
      	
               

            	
              (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, but not
                limited
                to, 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:

            


    

     

    
      	
               

            	
              (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; or

            


    

     

    
      	
               

            	
              (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;
                and

            


    

     

    


    
      
        
          
          

        

        
          PAGE
            4

          
            

          

        

        
          
          

        

      

    

    


    
      	
               

            	
              (f)

            	
              any
                right to revoke this Guaranty as to any future advances by Lender
                under
                the terms of the Security Instrument 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, Lender
                may:

            


    

     

    
      	
               

            	
              (a)

            	
              extend
                the time for payment of the principal of or interest on the Indebtedness
                or renew the Indebtedness in whole or in
                part;

            


    

     

    
      	
               

            	
              (b)

            	
              extend
                the time for Borrower’s performance of or compliance with any covenant or
                agreement contained in the Note, the Security Instrument or any other
                Loan
                Document, whether presently existing or hereinafter entered into,
                or waive
                such performance or compliance;

            


    

     

    
      	
               

            	
              (c)

            	
              accelerate
                the Maturity Date of the Indebtedness as provided in the Note, the
                Security Instrument, or any other Loan
                Document;

            


    

     

    
      	
               

            	
              (d)

            	
              with
                Borrower, modify or amend the Note, the Security Instrument, or any
                other
                Loan Document in any respect, including, but not limited to, an increase
                in the principal amount; and/or

            


    

     

    
      	
               

            	
              (e)

            	
              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 shall be joint and several.  Lender, in its sole and
                absolute discretion, may:

            


    

     

    
      	
               

            	
              (a)

            	
              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)

            	
              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)

            	
              release
                one or more of the parties named as a Guarantor in this Guaranty,
                or any
                Other Guarantor, from liability;
                and

            


    

     

    
      	
               

            	
              (d)

            	
              otherwise
                deal with Guarantor and any Other Guarantor, or any one or more of
                them,
                in any manner, and no such action shall impair the rights of Lender
                to
                collect from Guarantor any amount guaranteed by Guarantor under this
                Guaranty.

            


    

     

    
      	
              9.

            	
              Subordination
                of Borrower’s Indebtedness to Guarantor.  Any
                indebtedness of Borrower held by Guarantor now or in the future is
                and
                shall be subordinated to the

            


    

     

    


    
      
        
          
          

        

        
          PAGE
            5

          
            

          

        

        
          
          

        

      

    

    


    Indebtedness
      and Guarantor shall 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.

     

    
      	
              10.

            	
              Waiver
                of Subrogation.  Guarantor shall 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.

            


    

     

    
      	
              11.

            	
              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
                shall 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 shall not be discharged except
                by Guarantor’s performance of such obligations and then only to the extent
                of such performance.

            


    

     

    
      	
              12.

            	
              Financial
                Statements.  Guarantor, from time to time upon written
                request by Lender, shall deliver to Lender such financial statements
                as
                Lender may reasonably require.

            


    

     

    
      	
              13.

            	
              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 shall
                inure
                to the benefit of such assignee to the extent so assigned.  The
                terms used to designate any of the parties herein shall be deemed
                to
                include the heirs, legal representatives, successors and assigns
                of such
                parties, and the term “Lender” shall also include any lawful owner, holder
                or pledgee of the Note.  Reference in this Guaranty to “person”
                or “persons” shall be deemed to include individuals and
                entities.

            


    

     

    
      	
              14.

            	
              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.

            


    

     

    
      	
              15.

            	
              Governing
                Law.  This Guaranty shall 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.

            


    

     

    


    
      
        
          
          

        

        
          PAGE
            6

          
            

          

        

        
          
          

        

      

    

    


    
      	
              16.

            	
              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 shall have jurisdiction
                over all
                controversies which shall 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 herein 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.

            


    

     

    
      	
              17.

            	
              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.

            


    

     

    
      	
              18.

            	
              STATE-SPECIFIC
                PROVISIONS:  N/A.

            


    

     

    
      	
              19.

            	
              Residence;
                Community Property
                Provision.  N/A.

            


    

     

    
      	
              20.

            	
              GUARANTOR
                AND LENDER EACH (A) 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
                AND
                (B) 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.

            


    

     

    
      ATTACHED
        EXHIBIT.  The following Exhibit is attached to this
        Guaranty:

       

      


    

    
      |X|           Exhibit
        A                      Modifications
        to Guaranty

       

      


    

    [The
      remainder of this page intentionally left blank; signature page
      follows.]

     

    


    
      
        
          
          

        

        
          PAGE
            7

          
            

          

        

        
          
          

        

      

    

    


    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.

     

    


    Maxus
      Operating Limited Partnership,

    a
      Delaware limited partnership

    


    By:           Maxus
      Realty GP, Inc.,

    a
      Delaware corporation

    Its:           General
      Partner

    


    


    By:
      /s/ John W. Alvey

    Name: John
      W. Alvey

    Title:   Vice
      President

    


    


    STATE
      OF
      MISSOURI                                       )

    )ss.

    COUNTY
      OF  Clay                                              )

     

    On
      this
27 day of November, 2007, before me, the undersigned, a Notary
      Public in and for the State of Missouri, duly commissioned and sworn, personally
      appeared John W. Alvey, to me known to be the Vice President of Maxus Realty
      GP,
      Inc., a Delaware Corporation, the General Partner of Maxus Operating Limited
      Partnership, a Delaware limited partnership, described in the foregoing
      instrument, acknowledged to me that he signed and sealed the foregoing
      instrument as the free and voluntary act and deed of the limited partnership,
      for the uses and purposes therein mentioned.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
      the
      day and year above written.

     

    
      	 	 	 	
              /s/
                Grace E. Bales

            
	 	 	 	
              Notary
                Public

            
	 	 	 	
              My
                Commission Expires: Aug. 24, 2010

            


    

    
 

    
      	 	 	
               (Seal)

            
	
              Name
                and Address of Guarantor:

            	 	
              GRACE
                E. BALES

            
	 	 	 	
              Notary
                Public – Notary Seal

            
	
              Name:

            	
              Maxus
                Operating Limited Partnership

            	 	
              STATE
                OF MISSOURI

            
	
              Address:

            	
              c/o
                Maxus Properties, Inc.

            	 	
              Clay
                County

            
	 	
              104
                Armour Road

            	 	
              My
                Commission Expires Aug. 24. 2010

            
	 	
              North
                Kansas City, Missouri 64116

            	 	
              Commission
                #06429203

            


    

    


     

    


    
      
        
          
          

        

        
          PAGE
            A-1

          
            

          

        

        
          
          

        

      

    

    


    
      ACKNOWLEDGED
        & CONSENTED TO BY:

    

    
      


    

    
      Federal
        Home Loan Mortgage Corporation

    

    
      


    

    
      


    

    
      


    

    
      


    

    
      By:
        __________________________

    

    
      Name:
        _______________________

    

    
      Its:
        __________________________

    

    
      


    

    
      


    

    
      Federal
        Home Loan Mortgage Corporation

    

    
      8100
        Jones Branch Drive, MS B-4F

    

    
      McLean,
        VA  22102

    

    
      Attn:  Director
        of Multifamily Portfolio Services

    

    
      


    

    
      


    

    
      


    

    
      


    

    COMMONWEALTH
      OF
      VIRGINIA                                
)

    )
      ss.

    COUNTY
      OF
      _______________________                  )

    


    The
      foregoing instrument was acknowledged before me this _____ day of ____________,
      2007, by ________________________________, the _________________________________
      of Federal Home Loan Mortgage Corporation, on behalf of the
      corporation.

    


    ___________________________________

    Signature
      of Person Taking Acknowledgment

    ___________________________________

    Title
      or
      Rank

    
      


    

    
      


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      


    

    
      EXHIBIT
        A

    

    
      MODIFICATIONS
        TO GUARANTY

       

      


    

    
      The
        following modifications are made to the text of the Guaranty that precedes
        this
        Exhibit:

       

      


    

    
      


       

      


    

    
      
        	
                1.

              	
                Section
                  2(a)(i)(B) is hereby deleted in its entirety and the following
                  substituted
                  in its place:

              


      

       

      


    

    
      
        	
                (B)

              	
                     in
                  addition to the Base Guaranty, all other amounts for which Borrower
                  is
                  personally liable under Sections 9(c) through (f) of the Note;
                  and

              


      

       

      


    

    


    1059276v1

     

     

     

     

     

     

     

     

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