LIMITED GUARANTY
(MULTISTATE)
This Limited Guaranty ("Guaranty") is entered into as of May 27, 1999,
by the undersigned (the "Guarantor" whether one or more), for the benefit of
XXXXXX FINANCIAL GROUP, INC., a Minnesota corporation, and/or any subsequent
holder of the Security Instrument or the Reimbursement Agreement (the "Lender").
RECITALS
A. THE VILLAGE OF LISLE, ILLINOIS (the "Devonshire Issuer") has
issued and sold its $27,000,000 Village of Lisle Illinois Multi-Family Housing
Revenue Bonds (Ashley of Lisle Project)(the "Ashley of Lisle Bonds") pursuant to
an Amended and Restated Trust Indenture dated as of December 1, 1987, between
the Issuer and American National Bank and Trust Company of Chicago ("American
National") as supplemented by First Supplement to Amended and Restated Trust
Indenture dated as of October 1, 1994, Second Supplement to Amended and Restated
Trust Indenture dated as of November 1, 1994, Third Supplement to Amended and
Restated Trust Indenture dated as of May 1, 1997 and Fourth Supplement to
Amended and Restated Trust Indenture dated on or about the date hereof (the
"Ashley of Lisle Indenture"). Proceeds of the Ashley of Lisle Bonds were loaned
by the Issuer to The Ponds of Pembroke Limited Partnership, an Illinois limited
partnership (the "Ponds of Pembroke") (the "Ashley of Lisle Loan") upon the
terms and conditions of a certain Amended and Restated Loan Agreement dated as
of December 1, 1987, between the Issuer and Borrower as supplemented by First
Supplement to Amended and Restated Loan Agreement dated as of December 1, 1987,
Second Supplement to Amended and Restated Loan Agreement dated as of November 1,
1994, and Third Supplement to Amended and Restated Loan Agreement dated on or
about the date hereof (the "Ashley of Lisle Financing Agreement") for the sole
and exclusive purpose of financing the acquisition, construction and equipping
of a certain congregate care and assisted living facility within the
geographical boundaries of Lisle, Illinois (the "Devonshire Project").
B. The Issuer has also issued and sold its $6,000,000 the Village of
Lisle, Illinois Multifamily Housing Revenue Bonds, Series 1991 (Devonshire of
Lisle Project) (the "Devonshire of Lisle Bonds") pursuant to a certain Trust
Indenture dated as of October 15, 1991, amended and restated as of January 15,
1993, between the Issuer and Amalgamated Bank of Chicago ("Amalgamated")
supplemented by First Supplement to Trust Indenture dated as of May 1, 1987, and
Second Supplement to Trust Indenture dated on or about the date hereof (the
"Devonshire of Lisle Indenture"). Proceeds of the Devonshire of Lisle Bonds were
loaned by the Issuer to the Borrower (the "Devonshire of Lisle Loan") upon the
terms and conditions of a certain Loan Agreement dated as of October 15, 1991,
as amended and restated as of January 15, 1993, between the Issuer and Borrower
as supplemented by First Supplement to Loan Agreement dated on or about the date
hereof (the "Devonshire of Lisle Financing Agreement")
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 1
for the sole and exclusive purpose of providing additional financing for the
acquisition, construction and equipping of the Devonshire Project.
C. The Ashley of Lisle Loan and the Devonshire of Lisle Loan are
herein collectively referred to as the "Devonshire Loans"; and the Ashley of
Lisle Financing Agreement and the Devonshire of Lisle Financing Agreement are
herein collectively referred to as the "Devonshire Financing Agreements"; and
the Ashley of Lisle Indenture and the Devonshire of Lisle Indenture are herein
collectively referred to as the "Devonshire Indentures"; and American National
and Amalgamated are herein collectively referred to as the "Bond Trustees".
D. The Illinois Development Finance Authority (the "Heritage
Issuer") has issued and sold its Thirty-Six Million and No/100 Dollar
($36,000,000.00) Illinois Development Finance Authority Qualified Residential
Rental Bonds ("River Oaks Project") (the "Heritage Bonds") pursuant to an
Indenture of Trust dated as of December 1, 1989 between the Heritage Issuer and
American National as trustee for the holders of the Heritage Bonds, as
supplemented by First Supplement to Trust Indenture dated as of December 1,
1996, Second Supplement to Trust Indenture dated as of February 1, 1997 and
Third Supplement to Trust Indenture dated on or about the date hereof (the
"Heritage Indenture"). Proceeds of the Heritage Bonds were loaned by the
Heritage Issuer (the "Heritage Loan") to River Oaks Partners, an Illinois
general partnership ("River Oaks") upon the terms and conditions of a certain
Loan Agreement dated as of December 1, 1989 between the Heritage Issuer and
River Oaks, as supplemented by First Supplement to Loan Agreement dated as of
December 1, 1996, Second Supplement to Loan Agreement dated as of February 1,
1997 and Third Supplement to Loan Agreement dated on or about the date hereof
(the "Heritage Financing Agreement") for the sole and exclusive purpose of
financing the acquisition, construction and equipping of a congregate care and
assisted living facility within the geographical boundaries of Des Plaines,
Illinois (the "Heritage Project").
E. The Devonshire Loans and the Heritage Loan are herein
collectively referred to as the "Loans"; and the Devonshire Financing Agreements
and the Heritage Financing Agreement are herein collectively referred to as the
"Financing Agreements"; and the Devonshire Indentures and the Heritage Indenture
are herein collectively referred to as the "Indentures".
F. The Ponds of Pembroke and River Oaks are herein collectively
referred to as the "Borrowers" or the "Other Borrower"; and the Ashley of Lisle
Bonds, the Devonshire of Lisle Bonds and the Heritage Bonds are herein
collectively referred to as the "Bonds".
G. FEDERAL HOME LOAN MORTGAGE CORPORATION ("Xxxxxxx Mac") has
entered into three (3) separate Direct Pay Credit Enhancement Agreements, each
dated as of May 1, 1999 with American National and Amalgamated, one with
American National with respect to the Ashley of Lisle Bonds, one with
Amalgamated with respect to the Devonshire of Lisle Bonds and one with American
National with respect to the Heritage Bonds (collectively the
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 2
"Credit Enhancement Agreements") pursuant to each of which Xxxxxxx Mac has
agreed to make certain advances to the applicable Bond Trustee (a) with respect
to amounts due under the applicable Loan for the applicable Project and (b) to
provide funds to purchase the applicable Bonds tendered under certain
circumstances in accordance with the applicable Indenture. The Ponds of Pembroke
has entered into two Reimbursement and Security Agreements of even date
herewith, one for the Ashley of Lisle Bonds and one for the Devonshire of Lisle
Bonds, and River Oaks has entered into a Reimbursement and Security Agreement
for the Heritage Bonds, each with Xxxxxxx Mac (collectively the "Reimbursement
Agreements") to evidence The Ponds of Pembroke's and River Oaks' obligations to
reimburse Xxxxxxx Mac for advances under the applicable Credit Enhancement
Agreement, and this Guaranty secures each Borrower's repayment and all other
obligations under the Reimbursement Agreements.
H. Lender has entered into certain Servicing Agreements with Xxxxxxx
Mac to service payment and performance of the Reimbursement Agreements.
I. The Reimbursement Agreements will be further secured pari passu
by two separate Multi-Family Mortgage, Assignment of Rents and Security
Agreement dated as of the date hereof (the "Security Instruments") one
encumbering the Devonshire Project and the other encumbering the Heritage
Project, (collectively, the "Projects") all as more fully described in the
Security Instruments and that certain Cross-Collateralization Agreement (the
"Cross-Collateralization Agreement") dated of even date herewith between Lender,
The Ponds of Pembroke, River Oaks and consented to by the Guarantor.
J. As a condition to entering into the Credit Enhancement
Agreements, Xxxxxxx Mac requires that the Guarantor execute this Guaranty.
NOW, THEREFORE, in order to induce Lender to enter into the Servicing
Agreement and in order to induce Xxxxxxx Mac to enter into the Credit
Enhancement Agreements, and in consideration thereof, Guarantor agrees as
follows:
1. "Indebtedness" and other capitalized terms used but not defined
in this Guaranty shall have the meanings assigned to them in the Security
Instruments, such that the definitions of such terms shall include the
definitions thereof in the Security Instruments collectively and in the
Cross-Collateralization Agreement. "Indebtedness" as used herein shall mean the
aggregate of all Indebtedness of each Borrower under both Security Instruments
and shall also include the "Combined Obligations" of each Borrower under the
Cross-Collateralization Agreement.
2. Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to Lender the full and prompt payment when due, whether at maturity
or earlier, by reason of acceleration or otherwise, and at all times thereafter,
and the full and prompt performance when due, of all of the following:
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 3
(a) A portion of the Indebtedness equal to Four Million Dollars
($4,000,000.00) (the "Base Guaranty").
(b) In addition to the Base Guaranty, all other amounts for which
either Borrower is personally liable under Paragraphs 7.11(b)
through 7.11(f) of each of the Reimbursement Agreements.
(c) The payment and performance of all of each Borrower's obligations
under Section 18 of both of the Security Instruments.
(d) The entire Indebtedness, in the event that (i) either Borrower
voluntarily files for bankruptcy protection under the United
States Bankruptcy Code or 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 (ii) an order for relief
is entered against either Borrower in any involuntary bankruptcy
proceeding filed (or joined in) by any partner or partners of
such Borrower or any creditor of either Borrower which is a
Controlling Entity (as defined in the Security Instruments)
pursuant to the United States Bankruptcy Code or other federal or
state law affecting debtor and creditor rights.
(e) All costs and expenses, including reasonable fees and out of
pocket expenses of attorneys and expert witnesses, incurred by
Lender in enforcing its rights under this Guaranty.
(f) All of the Indebtedness upon the occurrence of an "Event of Tax
Liability" under the Bond Documents caused by either Borrower or
anyone acting on either Borrower's behalf or acting at either
Borrower's direction, or in the event any of the interest payable
on the Bonds is caused by either Borrower or anyone acting on
behalf of either Borrower or acting at either Borrower's
direction to be deemed included in any Bondholder's gross income
for federal income tax purposes.
For purposes of determining Guarantor's liability under this Guaranty, all
payments made by either Borrower with respect to the Indebtedness or the
Combined Obligations and all amounts received by Lender from the enforcement of
its rights under either of the Security Instruments and/or the
Cross-Collateralization Agreement shall be applied first to the portion of the
Indebtedness or Combined Obligations for which neither The Ponds of Pembroke,
River Oaks nor Guarantor has personal liability.
3. 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 Instruments, or
the Cross-Collateralization Agreement, and, in addition,
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 4
the obligations of Guarantor relating to Borrowers' obligations under Section 18
of the Security Instruments shall survive any repayment or discharge of the
Indebtedness.
4. Guarantor's obligations under this Guaranty constitute an
unconditional guaranty of payment and not merely a guaranty of collection.
5. The obligations of Guarantor under this Guaranty shall be
performed without demand by Lender and shall be unconditional irrespective of
the genuineness, validity, regularity or enforceability of the Reimbursement
Agreements, the Cross-Collateralization Agreement, the Security Instruments, or
any other Loan Document, and without regard to any other circumstance which
might otherwise constitute a legal or equitable discharge of a surety or a
guarantor. Guarantor hereby waives 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 or a guarantor.
Guarantor hereby waives the benefits of any right of discharge under any and all
statutes or other laws relating to guarantors or sureties and any other rights
of sureties and guarantors thereunder. Without limiting the generality of the
foregoing, Guarantor hereby waives, to the fullest extent permitted by law,
diligence in collecting the Indebtedness, presentment, demand for payment,
protest, all notices with respect to the Reimbursement Agreements, the
Cross-Collateralization Agreement 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. Guarantor also waives,
to the fullest extent permitted by law, all rights to require Lender to (a)
proceed against either Borrower under the Cross-Collateralization Agreement or
any other guarantor of either Borrowers' payment or performance with respect to
the Indebtedness (an "Other Guarantor") (b) if either Borrower or any Other
Guarantor is a partnership, proceed against any general partner of either
Borrower or the Other Guarantor, (c) proceed against or exhaust any collateral
held by Lender to secure the repayment of the Indebtedness or the Combined
Obligations, including without limitation, under the Cross-Collateralization
Agreement, or (d) pursue any other remedy it may now or hereafter have against
either Borrower, or, if either Borrower is a partnership, any general partner of
such Borrower.
6. At any time or from time to time and any number of times, without
notice to Guarantor and without affecting the liability of Guarantor, (a) the
time for payment of the principal of or interest on the Indebtedness or the
Combined Obligations may be extended or the Indebtedness or the Combined
Obligations may be renewed in whole or in part or the Credit either Enhancement
Agreements or the Reimbursement Agreements extended or modified; (b) the time
for Borrowers' or any other party liable for the Indebtedness, or performance of
or
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 5
compliance with any covenant or agreement contained in the Reimbursement
Agreements, the Cross-Collateralization Agreement, the Security Instruments or
any other Loan Document, whether presently existing or hereinafter entered into,
may be extended or such performance or compliance may be waived; (c) the
maturity of the Indebtedness or the Combined Obligations may be accelerated as
provided in the Reimbursement Agreements, the Cross-Collateralization Agreement,
the Security Instruments, or any other Loan Document; (d) the Reimbursement
Agreements, the Cross-Collateralization Agreement, the Security Instruments, or
any other Loan Document may be modified or amended by Lender and any party to
such instrument in any respect, including, but not limited to, an increase in
the principal amount; and (e) any security for the Indebtedness or the Combined
Obligations may be modified, exchanged, surrendered or otherwise dealt with or
additional security may be pledged or mortgaged for the Indebtedness.
7. If more than one person executes this Guaranty, the obligations
of those persons under this Guaranty 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 persons constituting Guarantor, and any Other Guarantor, jointly
and severally, or against any one or more of them; (b) compromise or settle with
any one or more of the persons constituting Guarantor for such consideration as
Lender may deem proper; (c) release one or more of the persons constituting
Guarantor, 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. Nothing contained in
this paragraph shall in any way affect or impair the rights or obligations of
Guarantor with respect to any Other Guarantor.
8. Any indebtedness of either Borrower held by Guarantor or any
Other Guarantor now or in the future is and shall be subordinated to the
Indebtedness and any such indebtedness of either Borrower shall be collected,
enforced and received by Guarantor, as trustee for Lender, but without reducing
or affecting in any manner the liability of Guarantor under the other provisions
of this Guaranty.
9. Guarantor shall have no right of, and hereby waives any claim
for, subrogation or reimbursement against the Borrowers or any general partner
of either 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 either
Borrower to Lender with respect to the Indebtedness could be deemed a preference
under the United States Bankruptcy Code.
10. If any payment by either Borrower or any other party 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 either
Borrower or any other party, such refund shall not constitute a release of any
liability of Guarantor under this Guaranty. It is the intention
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 6
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.
11. Guarantor shall from time to time, upon request by Lender,
deliver to Lender such financial statements as Lender may reasonably require.
12. 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 include, in addition to Lender, any lawful owner, holder or
pledgee of the Reimbursement Agreements or successor to Xxxxxxx Mac under any of
the Reimbursement Agreements.
13. 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 it
has received copies of the Reimbursement Agreements, the Cross-Collateralization
Agreement and all other Loan Documents. Neither this Guaranty nor any of its
provisions may be waived, modified, amended, discharged, or terminated except by
an agreement in 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 agreement.
14. Guarantor agrees that any controversy arising under or in
relation to this Guaranty shall be litigated exclusively in the jurisdiction
where the Land is located (the "Property Jurisdiction"). The state and federal
courts and authorities with jurisdiction in the Property Jurisdiction shall have
exclusive jurisdiction over all controversies which shall arise under or in
relation to this Guaranty, the Reimbursement Agreements, the Security
Instruments or any other Loan Document. 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.
15. 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,
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 7
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
IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty or
has caused this Guaranty to be signed and delivered by its duly authorized
representative.
BROOKDALE LIVING COMMUNITIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------------------
Xxxxxx X. Xxxxxxxx, Xx.
Its: Executive Vice President
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary
STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
On this 27 day of May, 1999, before me, the undersigned, a Notary
Public in and for said state, personally appeared Xxxxxx X. Xxxxxxxx, Xx.,
personally known to me, or proved to me on the basis of satisfactory evidence,
to be the person who executed the within instrument as the Executive Vice
President of Brookdale Living Communities, Inc., a Delaware corporation, the
corporation that executed the within instrument, and acknowledged to me that
such corporation executed the same.
WITNESS my hand and official seal.
Signature: /s/ Xxxxxx Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx Xxxxxx
My Commission Expires: May 28, 2002
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 8
STATE OF ILLINOIS )
) SS
COUNTY OF XXXX )
On this 27 day of May, 1999, before me, the undersigned, a Notary
Public in and for said state, personally appeared Xxxxxx X. Xxxxxx, personally
known to me, or proved to me on the basis of satisfactory evidence, to be the
person who executed the within instrument as the Secretary of Brookdale Living
Communities, Inc., a Delaware corporation, the corporation that executed the
within instrument, and acknowledged to me that such corporation executed the
same.
WITNESS my hand and official seal.
Signature: /s/ Xxxxxx Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx Xxxxxx
My Commission Expires: May 28, 2002
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE 9
EXHIBIT A
"Modifications to Guaranty"
The Guaranty to which this Exhibit A is attached is modified to add at the end
thereof new paragraphs 16 and 17 as follows:
16. Cross-Collateralization. The obligations of Guarantor shall not be impaired
or otherwise affected by the existence of any Event of Default by either
Borrower under the Cross-Collateralization Agreement dated of even date
herewith, any action taken by Lender to enforce its rights under or realize upon
collateral for any of the "Indebtedness" as defined in the
Cross-Collateralization Agreement, or the fact that Lender may be seeking to
realize upon some but not all of the collateral for the "Indebtedness" as
defined in the Cross-Collateralization Agreement.
17. Release. The Base Guaranty set forth in paragraph 2(a) hereof but no other
guaranties set forth herein shall be deemed deleted from this Guaranty and of no
further force or effect at such time as each of the following conditions have
been satisfied: i) the total principal amount held in the Principal Reserve
Funds for both the Heritage Project and the Devonshire Project shall be not less
than $4,000,000; ii) there is no default under the Bond Documents or the Loan
Documents; iii) no Monetary Default has occurred under either the Bond Documents
or the Loan Documents within the 24 month period immediately preceding the
proposed date of deletion of paragraph 2(a) hereof of this Guaranty; iv) both
the Devonshire Project and the Heritage Project are, in the opinion of an
engineer chosen by Lender in its discretion at the Borrower's expense, in good
physical condition and without any deferred maintenance requirements; and v)
Lender determines in its sole discretion that the Combined Debt Coverage Ratio
for both the Devonshire Project and the Heritage Project (the Devonshire Project
and the Heritage Project being herein collectively referred to as the
("Properties")) is at least 1.65 for a period of at least three consecutive
calendar months. As used herein, the term "Monetary Default" means a failure to
pay in full when due any amounts due and owing under the Bond Documents or the
Loan Documents. As used herein the term "Combined Debt Coverage Ratio" means for
any period the combined Properties' ratio of (a) current gross potential rent
roll annualized times 95% plus current other income annualized less the greater
of the expenses of the Properties underwritten by Xxxxxxx Mac (Heritage Project
expenses of $3,172,428 and Devonshire Project expenses of $4,541,516) which
include real estate taxes or the Properties' actual trailing twelve months'
operating expenses which include real estate taxes, (b) divided by (i) for those
Bonds that will bear interest at a floating rate, the notional annual debt
service will be calculated by adding the deposits to the principal reserve fund
created in the Mortgages for the next twelve months plus the annualized four
week average interest rate on the Bonds for the four weeks ending on the reset
date immediately prior to the calculation date, plus the actual fixed spread,
that equals the sum of the Servicing Fee, Xxxxxxx Mac's Credit Facility Fee,
Xxxxxxx Mac's Liquidity Facility Fee, Trustee Fee, Issuer Fee and Remarketing
Agent Fee, plus 200 basis points or (ii) for those
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE A-10
Bonds that will bear interest at a fixed rate, annual debt service based upon
the annual fixed rate of the Bonds projected by the Remarketing Agent all as
defined in the documents evidencing and securing the Indebtedness and the Credit
Enhancement Documents.
LIMITED GUARANTY (XXXXXXX MAC) - MULTISTATE PAGE A-11
