Debt Opportunity Sample Clauses

Debt Opportunity. During the Restriction Period, the Operating Partnership shall, upon demand by Contributor, use commercially reasonable efforts to allow Contributor to enter into a “bottom dollar guarantee” of Qualifying Debt up to a maximum amount as set forth in Exhibit C, in a form to be agreed upon by the parties hereto (a “Guarantee”) in accordance with this Section 1.9(b). Any such demand by Contributor shall be in writing and shall be made no later than thirty (30) days following receipt of the Operating Partnership’s notice to Contributor under Section 1.9(d). In the event the Operating Partnership proposes to repay the Qualifying Debt subject to the Guarantee during the Restriction Period, it shall provide Contributor with advance written notice of such repayment in accordance with Section 1.9(d), and shall use commercially reasonable efforts to make alternative Qualifying Debt available to Contributor such that there is no period during which Contributor fails to have an effective Guarantee in place. In the event Contributor elects to enter into a Guarantee in an amount less than the amount set forth in Exhibit C, upon thirty (30) days advance written notice to the Operating Partnership, Contributor shall have the right to increase (but not decrease) the amount of such Guarantee of available Qualifying Debt, up to the amount set forth in Exhibit C; provided, however, the Operating Partnership shall have no liability with respect to taxes incurred by Contributor as a result of Contributor entering into a Guarantee for such a lesser amount. The Operating Partnership makes no representation or warranty to Contributor that any Guarantee entered into by Contributor pursuant to this Section 1.9(b) shall be respected for federal income tax purposes so as to enable Contributor to be considered to have the “economic risk of loss” with respect to the indebtedness guaranteed by Contributor for purposes of Code Sections 752, 465, or otherwise. To the extent multiple Participating Parties seek to enter into guarantees of the type described in this Section 1.9(b), the available Qualifying Debt of the Operating Partnership will be allocated among such Participating Parties on a pro rata basis, in a manner to be determined by the Company in its sole and absolute discretion.

Debt Opportunity. The Operating Partnership shall make available to Contributor, during the Sale Restriction Period applicable to Contributor, an opportunity to make a "bottom dollar guarantee" of Qualifying Debt in a form and amount to be agreed upon by the parties hereto (a "Guarantee"). Contributor shall either accept or decline such opportunity within twenty (20) business days of receipt of written notice from the Operating Partnership of the availability of such opportunity. After the expiration of Sale Restriction Period with respect to Contributor, the Operating Partnership shall use its commercially reasonable efforts to provide Guarantee opportunities to Contributor to the extent reasonably necessary to permit Contributor to defer the recognition of tax gain, provided however that the Operating Partnership shall in no event be required to incur any new or additional indebtedness for purposes of this commercially reasonable efforts covenant. Notwithstanding the foregoing, if at any time Contributor continues to hold less than 25% of the OP Units issued to Contributor on the Closing Date, or Contributor declines, in whole or in part, to make a "bottom dollar guarantee", the Operating Partnership's obligations set forth in this Section 1.9(c) with respect to Contributor shall, from such time forward, terminate.