Common use of Definition of Guaranteed Obligations Clause in Contracts

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means (a) the obligations or liabilities of Borrower to Lender for any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the occurrence of any of the following during the period which Guarantor owns any direct or indirect interest in Borrower and Borrower owns the Property: (i) fraud or intentional misrepresentation by Borrower or Guarantor in connection with the Loan; (ii) intentional physical waste (including, but not limited to, waste due to gross negligence) by Borrower or any affiliate thereof; provided, however, such physical waste shall exclude wear and tear of the Property that occurs in the ordinary course of business of the Property by Borrower or any affiliate thereof; (iii) the material breach of any representation, warranty, covenant or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Borrower to Lender or in the Loan Agreement concerning environmental laws, hazardous substances or asbestos; (iv) the removal or disposal by Borrower or any affiliate thereof of any portion of the Property after an Event of Default has occurred and while it is continuing, unless such portion of the Property is replaced by an item of equal or greater value as determined by Lender in its reasonable discretion; (v) the misapplication or conversion by Borrower or any affiliate thereof of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any awards or other amounts received in connection with the condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents paid more than one month in advance; (vi) failure to pay charges for labor or materials or taxes or other charges that can create liens superior to the lien of the Mortgage on any portion of the Property, unless such taxes or other charges are being contested in accordance with the Loan Documents or such taxes or charges have been delivered to Lender in accordance with Section 3.3 of the Loan Agreement or Borrower has complied with Section 5.2 of the Loan Agreement; (vii) any security deposits collected by Borrower or any affiliate thereof with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; and (viii) Any of the representations contained in Section 4.33 of the Loan Agreement shall have been untrue when made on the date hereof. (b) the full amount of the Debt in the event that: (i) the first full Monthly Payment Amount (as defined in the Note) under the Note is not paid when due; (ii) other than in connection with a default under paragraph (D) of Schedule 5 to the Loan Agreement, Borrower fails to maintain its status as a Special Purpose Bankruptcy Remote Entity, as required by, and in accordance with the terms and provisions of, the Loan Agreement and such failure results in the substantive consolidation of Borrower with another Person; (iii) except as otherwise permitted pursuant to the Loan Documents, Borrower fails to obtain Lender’s prior written consent to any subordinate financing or other voluntary lien encumbering the Property; (iv) except as otherwise permitted pursuant to the Loan Documents, Borrower fails to obtain Lender’s prior written consent to any assignment, transfer, or conveyance of the Property or any interest therein as required by the Loan Agreement or the Mortgage; or (v) (A) a receiver (other than a receiver appointed by Lender), liquidator or trustee of Borrower or Guarantor shall be appointed which is not dismissed within ninety (90) days, or (B) if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by Borrower or Guarantor, or (C) if Borrower or Guarantor files an answer consenting to, or otherwise joining in, any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law filed against it by any other Person, or is found pursuant to a final, unappealable order of a court of competent jurisdiction to have solicited or caused to be solicited creditors to file any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law against Borrower or Guarantor, or (D) if Borrower or Guarantor are found, pursuant to a final unappealable order of a court of competent jurisdiction, to have been in collusion with creditors that initiate a bankruptcy action or proceeding against Borrower or Guarantor. Notwithstanding anything to the contrary contained in this Section 1.2(b), Guarantor shall not be liable for the payment of Debt unless Guarantor causes, consents to or acquiesces (to the extent that Guarantor has such power under Borrower’s operating agreement) to any of the items described in this Section 1.2(b).

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means (a) the obligations or and liabilities of Borrower to Lender for any actual loss, damage, cost, expense, liability, claim or and any other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with resulting from the occurrence of any of the following during the period which Guarantor owns any direct or indirect interest in Borrower and Borrower owns the Propertyfollowing: (i) fraud or intentional misrepresentation by Borrower, Mortgage Borrower or Guarantor in connection with the Loan, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act (“RICO”); (ii) intentional physical waste the gross negligence or willful misconduct of Borrower, Mortgage Borrower or Guarantor with respect to the Loan, the Collateral or the Property; (includingiii) the breach of any representation, but not limited towarranty, waste due covenant or indemnification provision in the Environmental Indemnity given by Borrower or Guarantor to gross negligenceLender concerning environmental laws, hazardous substances or asbestos and any indemnification of Lender with respect thereto in such agreement; (iv) the wrongful removal or destruction of any portion of the Property or the Collateral by Borrower or any affiliate Affiliate after the occurrence of an Event of Default thereof; , or any intentional physical waste of the Property by Borrower or any Affiliate thereof, provided, however, such physical waste shall exclude wear and tear of to the Property that occurs in the ordinary course of business of the Property by Borrower or any affiliate thereof; (iii) the material breach of any representation, warranty, covenant or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Borrower to Lender or in the Loan Agreement concerning environmental laws, hazardous substances or asbestos; (iv) the removal or disposal by Borrower or any affiliate thereof of any portion of the Property after an Event of Default has occurred and while it is continuing, unless such portion of the Property is replaced by an item of equal or greater value as determined by Lender in its reasonable discretionProperty; (v) any Legal Requirement (including RICO) mandating the misapplication forfeiture by Borrower of the Property, or any portion thereof, because of the conduct or purported conduct of criminal activity by Borrower, Mortgage Borrower or any Restricted Party in connection therewith; (vi) any misrepresentation, miscertification or breach of warranty by Borrower with respect to any representation, warranty or certification contained in the Loan Agreement or any other Loan Document or in any document executed in connection therewith, pursuant to any of the Loan Documents or otherwise to induce Lender to make the Loan, or any advance thereof, or to release monies from any account held by Lender (including any reserve or escrow) or to take other action with respect to the Collateral; (vii) the misappropriation or conversion by Borrower, Mortgage Borrower or any affiliate Affiliate thereof of of: (A) any insurance proceeds Insurance Proceeds paid by reason of any loss, damage Casualty or destruction to the Property, any Net Liquidation Proceeds; (B) any awards or other amounts Awards received in connection with the condemnation of all or a portion of the Property, Condemnation; (C) any Rents following an Event of Default, Default or (D) any Rents paid more than one (1) month in advance; or (D) any distributions or other payments made in connection with any part of the Collateral provided such amounts are not applied to the payment of the Loan or the Operating Expenses of the Property; (viviii) failure to pay charges for labor or materials or taxes or other charges that can create liens superior to the lien of the Mortgage Liens on any portion of the Property, Property that are superior to the Lien of the Security Instrument unless such taxes or other charges are being contested in accordance with the Loan Documents or such taxes or charges have been delivered to Lender in accordance with Section 3.3 provisions of the Loan Agreement or Borrower has complied with Section 5.2 of the Loan AgreementDocuments; (viiix) any security deposits, advance deposits or any other deposits collected by Borrower or Mortgage Borrower or any affiliate Affiliate thereof with respect to the Property which are not delivered to Lender or Mortgage Lender upon a foreclosure of the Property Collateral or other the Property, as the case may be, or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; and; (viiix) Any if Borrower or Mortgage Borrower fails to permit on-site inspections of the representations Property, fails to provide financial information specifically required by the Loan Agreement or fails to appoint a new property manager upon the request of Lender, each as required by, and in accordance with, the terms and provisions of the Loan Agreement; (xi) any breach of any representation, warrant or covenant contained in Section 4.33 3 of the Pledge Agreement; or (xii) if there shall exist an event of default under the Vacant Space Master Lease beyond any applicable notice and/or cure period contained therein, if the Vacant Space Master Lease shall have been amended or modified (except as specifically provided in Section 3.1.19 of the Loan Agreement Agreement) without Lender’s prior written consent, if the Vacant Space Master Lease shall have been untrue when made on terminated, cancelled or surrendered without Lender’s prior written consent, or if the date hereof.Operating Partnership is the subject of a Bankruptcy Action, other than an involuntary Bankruptcy Action which is dismissed within ninety (90) days; and (b) the full entire amount of the Debt Debt: (i) in the event that: of: (iA) Borrower or Mortgage Borrower filing a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (B) Borrower or Mortgage Borrower filing an answer consenting to, or otherwise acquiescing or joining in any involuntary petition filed by any other Person against it, under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (C) Borrower or Mortgage Borrower consenting to, or otherwise acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or Mortgage Borrower or any portion of the Property or the Collateral; or (D) Borrower or Mortgage Borrower making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (ii) if the first full Monthly Interest Payment Amount (as defined in the Note) under the Note amount is not paid when due; ; (iiiii) other than in connection with a default under paragraph (D) of Schedule 5 to the Loan Agreement, if Borrower or Mortgage Borrower fails to maintain its status as a Special Purpose Bankruptcy Remote Entity, Entity as required by, and in accordance with with, the terms and provisions of, of the Loan Agreement and such failure results in the there is a substantive consolidation of Borrower or Mortgage Borrower with another any other Person; ; (iiiiv) except as otherwise permitted pursuant to the Loan Documents, if Borrower fails to obtain Lender’s prior written consent to any subordinate financing Indebtedness or other voluntary lien Lien encumbering the Property; (iv) except Property or the Collateral as otherwise permitted pursuant to required by the Loan Documents, Agreement or the Pledge Agreement; or (v) if Borrower fails to obtain Lender’s prior written consent to any assignment, transfer, or conveyance of the Property or any interest therein Transfer as required by the Loan Agreement or the Mortgage; or (v) (A) a receiver (other than a receiver appointed by Lender), liquidator or trustee of Borrower or Guarantor shall be appointed which is not dismissed within ninety (90) days, or (B) if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by Borrower or Guarantor, or (C) if Borrower or Guarantor files an answer consenting to, or otherwise joining in, any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law filed against it by any other Person, or is found pursuant to a final, unappealable order of a court of competent jurisdiction to have solicited or caused to be solicited creditors to file any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law against Borrower or Guarantor, or (D) if Borrower or Guarantor are found, pursuant to a final unappealable order of a court of competent jurisdiction, to have been in collusion with creditors that initiate a bankruptcy action or proceeding against Borrower or Guarantor. Notwithstanding anything to the contrary contained in this Section 1.2(b), Guarantor shall not be liable for the payment of Debt unless Guarantor causes, consents to or acquiesces (to the extent that Guarantor has such power under Borrower’s operating agreement) to any of the items described in this Section 1.2(b)Pledge Agreement.

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means (a) the obligations or liabilities of Borrower Guarantor hereby assumes liability as a primary obligor for, hereby unconditionally, jointly and severally, guarantees payment to Lender for of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against, any lossand all Losses (as herein defined) incurred or suffered by, damageor asserted against, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) to the extent arising out of or in connection with the occurrence of any of the following during the period which Guarantor owns any direct or indirect interest in Borrower and Borrower owns the Propertyfollowing: (i) fraud to the extent such results from an action or intentional misrepresentation failure to act by Borrower any of the Related Parties (as herein defined): (1) physical waste occurring on the Mortgaged Property, (2) damage or Guarantor destruction to the Mortgaged Property except to the extent the same is fully insured, and (3) the removal of any portion of the Mortgaged Property in connection with violation of the Loanterms of the Loan Documents; (ii) intentional physical waste subject to any right to contest such matters as expressly provided in the Loan Documents, failure of Borrower or Borrower’s agent or designee to pay any valid Impositions (includingexcept to the extent, but not limited toonly the extent, waste due to gross negligence) the entire amount of the unpaid Impositions have been paid by Borrower to Lender pursuant to the Loan Documents), mechanic's liens, materialmen's liens or other charges that can create liens on any affiliate thereof; provided, however, such physical waste shall exclude wear and tear portion of the Property that occurs in the ordinary course of business of the Property by Borrower or any affiliate thereofMortgaged Property; (iii) all costs, charges and fees associated with the material breach collection or enforcement of any representationthe Loan, warranty, covenant this Guaranty or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement preservation of even date herewith given by Borrower to Lender or in Lender's rights under the Loan Agreement concerning environmental lawsDocuments or this Guaranty, hazardous substances including any costs incurred by Lender arising from or asbestosrelating to the filing of a petition under the U.S. Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency laws by or against Borrower or Guarantor; (iv) the removal or disposal by Borrower or any affiliate thereof of any portion of the Property after an Event of Default has occurred and while it is continuingmisapplication, unless such portion of the Property is replaced by an item of equal or greater value as determined by Lender in its reasonable discretion; (v) the misapplication misappropriation or conversion by Borrower or any affiliate thereof Related Party of (A1) any insurance proceeds paid by reason of any loss, damage or destruction to the Mortgaged Property, or (B2) any awards or other amounts received in connection with the condemnation or eminent domain proceeding of all or a portion of the PropertyMortgaged Property (or any settlement paid in lieu of any such action being taken); (v) the misapplication, (C) misappropriation or conversion by any Related Party of any Rents following or other gross revenue of any nature whatsoever from the Mortgaged Property or any portion thereof (including, without limitation, any security deposits, other refundable deposits, or sums paid attributable to the termination of any Lease or other circumstance), or the sale, leasing or operation thereof, to the extent such amounts, pursuant to the Loan Documents, were to be tendered or credited to Lender including, without limitation, all accrued Rents or other gross revenue from the Mortgaged Property accruing from and after the occurrence of an Event of Default; GUARANTY AGREEMENT (CARVEOUT) – Page 2 667146; Miami-Dade County, or (D) any Rents paid more than one month in advance;Florida (vi) Borrower’s failure to pay charges for labor maintain any one or materials or taxes or other charges that can create liens superior to the lien more of the Mortgage on any portion of the Property, unless such taxes or other charges are being contested in accordance with insurance policies required under the Loan Documents or such taxes to pay or charges have been delivered provide the amount of any one or more insurance deductibles to Lender in accordance with Section 3.3 the extent of the Loan Agreement applicable deductible following a casualty or Borrower has complied with other insured event or claim; (vii) the seizure or forfeiture of the Mortgaged Property, or any portion thereof, or Borrower's interest therein, resulting from criminal wrongdoing by any Related Party; (viii) Borrower’s indemnification of Lender set forth in Section 5.2 8.2 of the Loan Agreement; (viiix) any security deposits collected by the obligations and indemnities of Borrower or any affiliate thereof with respect under the Environmental Indemnity, to the Property which are not delivered to full extent of any Losses incurred by Lender upon as a foreclosure result of the Property existence of Hazardous Substances or other action Hazardous Substances Contamination (each as defined in lieu thereofthe Environmental Indemnity) or failure to comply with Environmental Laws (as defined in the Environmental Indemnity); (x) the execution, except to amendment, modification, termination, cancelation or acceptance of a surrender of any Lease or the extent any such security deposits were applied in accordance with the terms and conditions waiver of any of the Leases prior terms or provisions of any Lease, to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action extent done in lieu thereof; and (viii) Any of the representations contained in Section 4.33 violation of the Loan Agreement shall have been untrue when made on Documents; or (xi) any damages incurred by Lender or diminution in value of the date hereofMortgaged Property for failure of the Borrower to comply with Sections 5.21 and 5.31 of the Loan Agreement. (b) In addition to, and without limiting the generality of, the foregoing Section 1.2(a), and notwithstanding anything to the contrary set forth in this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that Guarantor shall be fully and personally liable for the full amount of the Debt Indebtedness and the timely satisfaction of all of the Obligations under the Loan Documents in the event that: that any of the following circumstances should occur: (i) the first full Monthly Payment Amount (as defined in the Note) Borrower or Guarantor files a voluntary petition under the Note is not paid when dueU.S. Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency laws; GUARANTY AGREEMENT (CARVEOUT) – Page 3 667146; Miami-Dade County, Florida (ii) other than any Related Party files, or joins in connection with a default under paragraph (D) of Schedule 5 to the Loan Agreement, Borrower fails to maintain its status as a Special Purpose Bankruptcy Remote Entity, as required by, and in accordance with the terms and provisions filing of, an involuntary petition against Borrower or Guarantor under the Loan Agreement and such failure results in the substantive consolidation of U.S. Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency law or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower with another or Guarantor from any Person; ; (iii) except as Borrower or Guarantor files an answer consenting to, or otherwise permitted pursuant acquiescing in, or joining in, any involuntary petition filed against it, by any other Person under the U.S. Bankruptcy Code or any other federal, state, local for foreign bankruptcy or insolvency law, or solicits or causes to the Loan Documents, be solicited petitioning creditors for any involuntary petition from any Person; (iv) Borrower fails to obtain Lender’s 's prior written consent to any subordinate financing or other voluntary lien encumbering the Mortgaged Property; (iv) except as otherwise permitted pursuant , to the extent Borrower is required to obtain such prior written consent under the Loan Documents, Documents before consummating any such action; (v) Borrower fails to obtain Lender’s prior written consent to any voluntary assignment, transfer, pledge or conveyance of the Mortgaged Property or any interest therein as or of any direct or indirect ownership interest in Borrower, to the extent, in any such case, Borrower is required by to obtain such prior written consent under the Loan Agreement Documents before the consummation of any such action; (vi) any fraud, material or intentional misrepresentation, gross negligence or willful misconduct by any Related Party in connection with the MortgageLoan; (vii) any Related Party consents to, or acquiesces in, or joins in, an application for the appointment of a custodian, receiver, trustee or examiner for Borrower or any portion of the Mortgaged Property except to the extent that the same is sought by Lender; (viii) Borrower or Guarantor makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; or (ix) any Related Party, in connection with any enforcement action or (v) exercise or assertion of any right or remedy by or on behalf of Lender or in connection with the Loan Documents, (A) seeks a receiver (defense, judicial intervention or injunctive or other than a receiver appointed by Lender)equitable relief of any kind, liquidator or trustee of Borrower or Guarantor shall be appointed which is not dismissed within ninety (90) days, or (B) if asserts in a pleading filed in connection with the judicial proceeding any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, defense against Lender or any similar federal or state law, shall be filed by Borrower or Guarantorright in connection with any security for the Loan, or (C) if Borrower or Guarantor files an answer consenting todelays, opposes, impedes, obstructs, hinders, enjoins or otherwise joining ininterferes with or frustrates the due exercise by Lender of any such enforcement action, any involuntary petition for bankruptcyright or remedy, reorganization in each case which is frivolous, brought in bad faith, without merit (in the case of the defense) or arrangement pursuant unwarranted (in the case of the request of judicial intervention or injunctive or other equitable relief). GUARANTY AGREEMENT (CARVEOUT) – Page 4 667146; Miami-Dade County, Florida (c) The circumstances and obligations of Guarantor set forth in Section 1.2(a) and Section 1.2(b) above, as and to federal bankruptcy lawthe extent set forth in said provisions, or any similar federal or state law filed against it by any other Person, or is found pursuant are hereinafter collectively referred to a final, unappealable order of a court of competent jurisdiction to have solicited or caused to be solicited creditors to file any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law against Borrower or Guarantor, or as the "Guaranteed Obligations". (Dd) if Borrower or Guarantor are found, pursuant to a final unappealable order of a court of competent jurisdiction, to have been in collusion with creditors that initiate a bankruptcy action or proceeding against Borrower or Guarantor. Notwithstanding anything to the contrary contained in this Section 1.2(b)any of the Loan Documents, Guarantor Lender shall not be liable deemed to have waived any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the payment of Debt unless Guarantor causes, consents to or acquiesces (to the extent that Guarantor has such power under Borrower’s operating agreement) to any full amount of the items described Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in this Section 1.2(b)accordance with the Loan Documents.

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means (a) the obligations or liabilities of Borrower to Lender for any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the occurrence of any of the following during the period which Guarantor owns any direct or indirect interest in Borrower and Borrower owns the Property: (i) fraud or intentional misrepresentation by any Borrower or any Guarantor in connection with the Loan; (ii) intentional physical waste of the Property (including, but not limited to, waste due to gross negligence) by any Borrower or any affiliate thereof; provided, however, such physical waste shall exclude wear and tear of to the Property that occurs in the ordinary course of business of the Property by any Borrower or any affiliate thereof; (iii) the material breach of any representation, warranty, covenant or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Borrower to Lender or in the Loan Agreement concerning environmental laws, hazardous substances or asbestos; (iv) the removal or disposal by any Borrower or any affiliate thereof of any portion of the Property after an Event of Default has occurred and while it is continuingDefault, unless such portion of the Property is replaced by an item of equal or greater value as determined by Lender in its reasonable discretion; (v) the misapplication or conversion by Borrower or any affiliate thereof of of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any awards or other amounts received in connection with the condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or or (D) any Rents paid more than one month in advance; (vi) failure to pay charges for labor or materials or taxes or other charges that can create liens superior to the lien of the Mortgage on any portion of the Property, unless such taxes or other charges are being contested in accordance with the Loan Documents or such taxes or charges have been delivered to Lender in accordance with Section 3.3 of the Loan Agreement or Borrower has complied with Section 5.2 of the Loan Agreement; (vii) any security deposits collected by Borrower or any affiliate thereof with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; and (viii) Any of the representations contained in Section 4.33 of the Loan Agreement shall have been untrue when made on the date hereofmade. (b) the obligations of Borrower which are covenanted for in (x) the last sentence of Section 5.4.1 of the Loan Agreement and (y) the last sentence of Section 5.24 of the Loan Agreement, in each case, to the extent that Borrower has failed to timely comply with its obligations set forth therein; and (c) the full amount of the Debt in the event that: (i) the first full Monthly Payment Amount (as defined in the Note) under the Note is not paid when due; (ii) other than in connection with a default under paragraph subsection (Dx) of Schedule 5 to the Loan Agreement, Borrower fails to maintain its status as a Special Purpose Bankruptcy Remote Entity, as required by, and in accordance with the terms and provisions of, the Loan Agreement and such failure results in the substantive consolidation of Borrower with another Person; (iii) except as otherwise permitted pursuant to the Loan Documents, Borrower fails to obtain Lender’s prior written consent to any subordinate financing or other voluntary lien encumbering the Property; (iv) except as otherwise permitted pursuant to the Loan Documents, Borrower fails to obtain Lender’s prior written consent to any assignment, transfer, or conveyance of the Property or any interest therein as required by the Loan Agreement or the Mortgage; or (v) (A) a receiver (other than a receiver appointed by Lender), liquidator or trustee of any Borrower or Guarantor shall be appointed which is not dismissed within ninety (90) days, or (B) if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by any Borrower or Guarantor, or (C) if Borrower or Guarantor files an answer consenting to, or otherwise joining in, any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law filed against it by any other Person, or is found pursuant to a final, unappealable order of a court of competent jurisdiction to have solicited or caused to be solicited creditors to file any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law against any Borrower or Guarantor, or (D) if any Borrower or Guarantor are found, pursuant to a final unappealable order of a court of competent jurisdiction, to have been in collusion with creditors that initiate a bankruptcy action or proceeding against a Borrower or Guarantor. Notwithstanding anything to the contrary contained in this Section 1.2(b), Guarantor shall not be liable for the payment of Debt unless Guarantor causes, consents to or acquiesces (to the extent that Guarantor has such power under Borrower’s operating agreement) to any of the items described in this Section 1.2(b).

Definition of Guaranteed Obligations. As used herein, the term “"Guaranteed Obligations” " means (a) the obligations or liabilities of Borrower to Lender for any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the occurrence of any of the following during the period which Guarantor owns any direct or indirect interest in Borrower and Borrower owns the Property: (i) fraud or intentional misrepresentation by any Borrower or any Guarantor in connection with the Loan; (ii) intentional physical waste of the Property (including, but not limited to, waste due to gross negligence) by any Borrower or any affiliate thereof; provided, however, such physical waste shall exclude wear and tear of to the Property that occurs in the ordinary course of business of the Property by any Borrower or any affiliate thereof; (iii) the material breach of any representation, warranty, covenant or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement of even date herewith given by Borrower to Lender or in the Loan Agreement concerning environmental laws, hazardous substances or asbestos; (iv) the removal or disposal by any Borrower or any affiliate thereof of any portion of the Property after an Event of Default has occurred and while it is continuingDefault, unless such portion of the Property is replaced by an item of equal or greater value as determined by Lender in its reasonable discretion; (v) the misapplication or conversion by Borrower or any affiliate thereof of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any awards or other amounts received in connection with the condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents paid more than one month in advance; (vi) failure to pay charges for labor or materials or taxes or other charges that can create liens superior to the lien of the Mortgage on any portion of the Property, unless such taxes or other charges are being contested in accordance with the Loan Documents or such taxes or charges have been delivered to Lender in accordance with Section 3.3 of the Loan Agreement or Borrower has complied with Section 5.2 of the Loan Agreement; (vii) any security deposits collected by Borrower or any affiliate thereof with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; and (viii) Any of the representations contained in Section 4.33 of the Loan Agreement shall have been untrue when made on the date hereofmade. (b) the obligations of Borrower which are covenanted for in (x) the last sentence of Section 5.4.1 of the Loan Agreement and (y) the last sentence of Section 5.24 of the Loan Agreement, in each case, to the extent that Borrower has failed to timely comply with its obligations set forth therein; and (c) the full amount of the Debt in the event that: (i) the first full Monthly Payment Amount (as defined in the Note) under the Note is not paid when due; (ii) other than in connection with a default under paragraph subsection (Dx) of Schedule 5 to the Loan Agreement, Borrower fails to maintain its status as a Special Purpose Bankruptcy Remote Entity, as required by, and in accordance with the terms and provisions of, the Loan Agreement and such failure results in the substantive consolidation of Borrower with another Person; (iii) except as otherwise permitted pursuant to the Loan Documents, Borrower fails to obtain Lender’s prior written consent to any subordinate financing or other voluntary lien encumbering the Property; (iv) except as otherwise permitted pursuant to the Loan Documents, Borrower fails to obtain Lender’s prior written consent to any assignment, transfer, or conveyance of the Property or any interest therein as required by the Loan Agreement or the Mortgage; or (v) (A) a receiver (other than a receiver appointed by Lender), liquidator or trustee of any Borrower or Guarantor shall be appointed which is not dismissed within ninety (90) days, or (B) if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by any Borrower or Guarantor, or (C) if Borrower or Guarantor files an answer consenting to, or otherwise joining in, any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law filed against it by any other Person, or is found pursuant to a final, unappealable order of a court of competent jurisdiction to have solicited or caused to be solicited creditors to file any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law against any Borrower or Guarantor, or (D) if any Borrower or Guarantor are found, pursuant to a final unappealable order of a court of competent jurisdiction, to have been in collusion with creditors that initiate a bankruptcy action or proceeding against a Borrower or Guarantor. Notwithstanding anything to the contrary contained in this Section 1.2(b), Guarantor shall not be liable for the payment of Debt unless Guarantor causes, consents to or acquiesces (to the extent that Guarantor has such power under Borrower’s operating agreement) to any of the items described in this Section 1.2(b).

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means (a) the obligations or liabilities of Borrower Guarantor hereby assumes liability as a primary obligor for, hereby unconditionally guarantees payment to Lender for of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against, any lossand all liabilities, damageobligations, cost, expense, liability, claim or other obligation incurred by Lender Losses (including attorneys’ fees and costs reasonably incurredas hereinafter defined) arising out of or in connection with the occurrence of any of the following during the period which Guarantor owns any direct or indirect interest in Borrower and Borrower owns the Propertyfollowing: (i) fraud to the extent such results from an action or failure to act by any of the Related Parties: (1) physical waste occurring on the Mortgaged Property, (2) damage to the Mortgaged Property due to intentional misrepresentation by Borrower misconduct or Guarantor gross negligence, and (3) the removal of any portion of the Mortgaged Property in connection with violation of the Loanterms of the Loan Documents; (ii) intentional physical waste subject to any right to contest such matters as expressly provided in the Loan Documents, failure to pay any valid Impositions (includingexcept to the extent, but not limited toonly the extent, waste due to gross negligence) the entire amount of the unpaid Impositions have been paid by Borrower to Lender pursuant to the Loan Documents), mechanic's liens, materialmen's liens or other liens on any affiliate thereof; provided, however, such physical waste shall exclude wear and tear portion of the Property that occurs in the ordinary course of business of the Property by Borrower or any affiliate thereofMortgaged Property; (iii) all legal costs and expenses (including reasonable attorneys' fees) reasonably incurred by Lender in connection with litigation or other legal proceedings involving the material breach collection or enforcement of any representationthe Loan, warranty, covenant this Guaranty or indemnification provision in that certain Environmental and Hazardous Substance Indemnification Agreement preservation of even date herewith given by Borrower to Lender or in Lender's rights under the Loan Agreement concerning environmental lawsDocuments or this Guaranty, hazardous substances including any costs incurred by Lender arising from or asbestosrelating to the filing of a petition under the U.S. Bankruptcy Code by or against Borrower or Guarantor; (iv) the removal or disposal by Borrower or any affiliate thereof of any portion of the Property after an Event of Default has occurred and while it is continuingmisapplication, unless such portion of the Property is replaced by an item of equal or greater value as determined by Lender in its reasonable discretion; (v) the misapplication misappropriation or conversion by Borrower or any affiliate thereof of the Related Parties of (A1) any insurance proceeds paid by reason of any loss, damage or destruction to the Mortgaged Property, or (B2) any awards or other amounts received in connection with the condemnation or eminent domain proceeding of all or a portion of the Property, Mortgaged Property (C) or any Rents following an Event settlement paid in lieu of Default, or (D) any Rents paid more than one month in advancesuch action being taken); (viv) failure to pay charges for labor the misapplication, misappropriation or materials or taxes conversion by any Related Party of any Rents or other charges that can create liens superior to gross revenue of any nature whatsoever from the lien of the Mortgage on Mortgaged Property, or any portion of the Property, unless such taxes or other charges are being contested in accordance with the Loan Documents or such taxes or charges have been delivered to Lender in accordance with Section 3.3 of the Loan Agreement or Borrower has complied with Section 5.2 of the Loan Agreement; (vii) any security deposits collected by Borrower or any affiliate thereof with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or other action in lieu thereof, except or the sale, leasing or operation thereof to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof; and (viii) Any of the representations contained in Section 4.33 of the Loan Agreement shall have been untrue when made on the date hereof. (b) the full amount of the Debt in the event that: (i) the first full Monthly Payment Amount (as defined in the Note) under the Note is not paid when due; (ii) other than in connection with a default under paragraph (D) of Schedule 5 to the Loan Agreementamounts, Borrower fails to maintain its status as a Special Purpose Bankruptcy Remote Entity, as required by, and in accordance with the terms and provisions of, the Loan Agreement and such failure results in the substantive consolidation of Borrower with another Person; (iii) except as otherwise permitted pursuant to the Loan Documents, were to be tendered or credited to Lender including, without limitation, all accrued Rents or other gross revenue from the Mortgaged Property accruing from and after the occurrence of an Event of Default (including, without limitation, any security deposits, other refundable deposits, sums paid attributable to the termination of any Lease or other circumstance); (vi) Borrower’s failure to maintain any one or more of the insurance policies required under the Loan Documents or to pay or provide the amount of any one or more insurance deductible to the extent of the applicable deductible following a casualty or other insured event or claim; (vii) The seizure or forfeiture of the Mortgaged Property, or any portion thereof, or Borrower's interest therein, resulting from criminal wrongdoing by any Related Party; (viii) all obligations and indemnities of Borrower under the Environmental Indemnification, to the full extent of any Losses (including those resulting from diminution in value of any property) incurred by Lender as a result of the existence of Hazardous Substances (as defined in the Environmental Indemnification) or failure to comply with Environmental Laws (as defined in the Environmental Indemnification); (ix) the amendment, modification, termination, cancelation or acceptance of a surrender of any Lease or the waiver of any of the terms or provisions of any Lease, to the extent done in violation of the Loan Documents; (x) any false statement or inaccuracy contained in any estoppel certificate executed by a tenant of the Mortgaged Property or any other third party and delivered to Lender in connection with the Loan; and (xi) any claim by a tenant of the Mortgaged Property that Lender is obligated, upon taking title to the Mortgaged Property pursuant to a foreclosure, deed-in-lieu of foreclosure or other means available to Lender pursuant to the Loan Documents, to cure any default or breach under any lease by a prior landlord or owner of the Mortgaged Property which occured prior to the date Lender takes title to the Mortgaged Property, including, without limitation, any claim made pursuant to the terms of any subordination, non-disturbance and attornment agreement. (b) In addition to, and without limiting the generality of, the foregoing Section 1.2(a), and notwithstanding anything to the contrary set forth in this Guaranty or in any of the other Loan Documents, Guarantor hereby acknowledges and agrees that Guarantor shall be fully and personally liable for the full amount of the Indebtedness and the timely satisfaction of all of the Obligations under the Loan Documents in the event that any of the following circumstances should occur: (i) Borrower files a voluntary petition under the U.S. Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency laws; (ii) any Related Party files, or joins in the filing of, an involuntary petition against Borrower under the U.S. Bankruptcy Code or any other federal, state, local for foreign bankruptcy or insolvency law or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any person; (iii) Borrower files an answer consenting to, or otherwise acquiescing in, or joining in, any involuntary petition filed against it, by any other person under the under U.S. Bankruptcy Code or any other federal, state, local for foreign bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any person; (iv) Borrower fails to obtain Lender’s 's prior written consent to any subordinate financing or other voluntary lien encumbering the Property; (iv) except as otherwise permitted pursuant Mortgaged Property or to any direct or indirect ownership interests in Borrower, to the extent, in either case, Borrower is required to obtain such prior written consent under the Loan Documents, Documents before consummating any such action; (v) Borrower fails to obtain Lender’s 's prior written consent to any voluntary assignment, transfer, transfer or conveyance of the Mortgaged Property or any interest therein as or of any direct or indirect ownership interest in Borrower, to the extent, in any such case, Borrower is required by to obtain such prior written consent under the Loan Agreement Documents before consummating any such action; (vi) any fraud, material misrepresentation, gross negligence or the Mortgage; or (v) (A) a receiver (other than a receiver appointed by Lender), liquidator or trustee of Borrower or Guarantor shall be appointed which is not dismissed within ninety (90) days, or (B) if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed willful misconduct by Borrower or Guarantor, or any Related Party in connection with the Loan; (Cvii) if Borrower or Guarantor files an answer consenting any Related Party consents to, or otherwise joining acquiesces in, or joins in, an application for the appointment of a custodian, receiver, trustee or examiner for Borrower or any involuntary petition portion of the Mortgaged Property; (viii) Borrower makes an assignment for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy lawthe benefit of creditors, or admits, in writing or in any similar federal legal proceeding, its insolvency or state law filed against it by any other Person, or is found pursuant inability to a final, unappealable order of a court of competent jurisdiction to have solicited or caused to be solicited creditors to file any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, pay its debts as they become due; or (ix) Borrower or any similar federal or state law against Borrower or GuarantorRelated Party, or (D) if Borrower or Guarantor are found, pursuant to a final unappealable order of a court of competent jurisdiction, to have been in collusion connection with creditors that initiate a bankruptcy any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender or in connection with the Loan Documents, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with the judicial proceeding any defense against Borrower Lender or Guarantor. any right in connection with any security for the Loan, which is frivolous, brought in bad faith, without merit (in the case of the defense) or unwarranted (in the case of the request of judicial intervention or injunctive or other equitable relief). (c) The circumstances and obligations of Guarantor set forth in Section 1.2(a) and Section 1.2(b) hereinabove, as and to the extent set forth in said provisions, are hereinafter collectively referred to as the "Guaranteed Obligations". (d) Notwithstanding anything to the contrary contained in this Section 1.2(b)any of the Loan Documents, Guarantor Lender shall not be liable deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the payment of Debt unless Guarantor causes, consents to or acquiesces (to the extent that Guarantor has such power under Borrower’s operating agreement) to any full amount of the items described Indebtedness secured by the Mortgage and the other Loan Documents or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in this Section 1.2(b)accordance with the Loan Documents.