Common use of Guaranteed Obligations Clause in Contracts

Guaranteed Obligations. (i) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the JAX Group to be substituted in all respects for any member of the FNF Group in respect of, all obligations of such member of the FNF Group under any JAX Liability for which such member of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (B) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNF. (ii) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the FNF Group to be substituted in all respects for any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAX.

Guaranteed Obligations. (i) FNF ADP and JAX Broadridge shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the JAX ADP Group to be substituted in all respects for any member of the FNF Broadridge Group in respect of, all obligations of such member of the FNF Broadridge Group under any JAX ADP Liability for which such member of the FNF Broadridge Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX ADP shall indemnify and hold harmless the relevant FNF Broadridge Indemnified Party for any Liability arising from or relating thereto, thereto and (B) without the prior written consent of FNFBroadridge, from and after the Distribution Date, JAX ADP shall not, and shall not permit any member of the JAX ADP Group or any of its Affiliates to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the Broadridge Group is or may be liable, unless all obligations of the Broadridge Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Broadridge. (ii) ADP and Broadridge shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the Broadridge Group to be substituted in all respects for any member of the ADP Group in respect of, all obligations of such member of the ADP Group under any Broadridge Liability for which such member of the ADP Group may be liable, as guarantor, original tenant, primary obligor or otherwise, other than those guarantees listed on Schedule 2.3(d) (the “Continuing ADP Guarantees”). If such termination or substitution is not effected by the Distribution Date, (A) Broadridge shall indemnify and hold harmless the relevant ADP Indemnified Party for any Liability arising from or relating thereto (including with respect to any Continuing ADP Guarantees), (B) without the prior written consent of ADP, from and after the Distribution Date, Broadridge shall not, and shall not permit any member of the Broadridge Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF ADP Group is or may be liableliable (including any Continuing ADP Guarantee or any loan, lease, contract or other obligation underlying any Continuing ADP Guarantee), unless all obligations of the FNF ADP Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNF. ADP and (iiC) FNF and JAX shall cooperatewith respect to each Continuing ADP Guarantee, and shall cause their respective Groups to cooperatefor the period commencing on the Distribution Date through the date that such Continuing ADP Guarantee has terminated, to terminate, or to cause a the member of the FNF Broadridge Group that is a party to be substituted in all respects for any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any underlying loan, lease, contract or other obligation for which any member of relating to such Continuing ADP Guarantee shall pay a guarantee fee to ADP in the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXamounts specified on Schedule 2.3(f).

Guaranteed Obligations. (i) FNF ADP and JAX Dealer shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the JAX ADP Group to be substituted in all respects for any member of the FNF Dealer Group in respect of, all obligations of such member of the FNF Dealer Group under any JAX ADP Liability for which such member of the FNF Dealer Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX ADP shall indemnify and hold harmless the relevant FNF Dealer Indemnified Party for any Liability arising from or relating thereto, thereto and (B) without the prior written consent of FNFDealer, from and after the Distribution Date, JAX ADP shall not, and shall not permit any member of the JAX ADP Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Dealer Group is or may be liable, unless all obligations of the FNF Dealer Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNFDealer. (ii) FNF ADP and JAX Dealer shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the FNF Dealer Group to be substituted in all respects for any member of the JAX ADP Group in respect of, all obligations of such member of the JAX ADP Group under any FNF Dealer Liability for which such member of the JAX ADP Group may be liable, as guarantor, original tenant, primary obligor or otherwise, other than those guarantees listed on Schedule 2.3(d) (the “Continuing ADP Guarantees”). If such termination or substitution is not effected by the Distribution Date, (A) FNF Dealer shall indemnify and hold harmless the relevant JAX ADP Indemnified Party for any Liability arising from or relating thereto and (including with respect to any Continuing ADP Guarantees), (B) without the prior written consent of JAXADP, from and after the Distribution Date, FNF Dealer shall not, and shall not permit any member of the FNF Dealer Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX ADP Group is or may be liableliable (including any Continuing ADP Guarantee or any loan, lease, contract or other obligation underlying any Continuing ADP Guarantee), unless all obligations of the JAX ADP Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXADP and (C) with respect to each Continuing ADP Guarantee, for the period commencing on the Distribution Date through the date that such Continuing ADP Guarantee has terminated, the member of the Dealer Group that is a party to the underlying loan, lease, contract or other obligation relating to such Continuing ADP Guarantee shall pay a guarantee fee to ADP in the amounts specified on Schedule 2.3(f).

Guaranteed Obligations. Create, incur, assume or permit to exist, or permit any of its Subsidiaries to create, incur, assume or permit to exist, any Guaranteed Obligations except: (a) by endorsement of instruments or items of payment for deposit to the general account of any Loan Party; (b) for Guaranteed Obligations existing on the Closing Date and set forth on Schedule 8.19; (c) guarantees by the Borrower or its Subsidiaries of Debt expressly permitted under Section 8.02; provided, that guarantees of Subordinated Debt shall be subordinated on substantially similar terms; (d) the Borrower and its Subsidiaries may become and remain liable with respect to contingent obligations in the form of customary indemnifications for agents, employees, consultants, officers and directors of such Loan Party; (e) the Borrower and the Subsidiaries may become and remain liable with respect to contingent obligations in the form of customary and reasonable indemnification provisions or customary purchase price adjustments (based on post-closing audit adjustments) incurred in connection with acquisitions or sales or assets permitted hereunder to be made by the Borrower or any Subsidiary; (f) the Borrower and its Subsidiaries may become and remain liable with respect to guarantees in favor of the Lenders and the Administrative Agent executed and delivered pursuant hereto; (g) for performance, surety, bid, appeal and other similar bonds as expressly permitted under Section 8.01 or the definition of Permitted Liens; (h) the Borrower and Subsidiaries may incur Guaranteed Obligations in respect of employment arrangements and other compensation arrangements entered into in connection with Permitted Acquisitions or otherwise in the ordinary course of business; (i) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the JAX Group to be substituted in all respects for any member of the FNF Group Borrower may incur Guaranteed Obligations in respect of, all of obligations of such member Subsidiary Guarantors arising in the ordinary course of the FNF Group under any JAX Liability for which such member business; (j) Subsidiary Guarantors may incur Guaranteed Obligations in respect of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (B) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory Borrower or other Subsidiary Guarantors arising in form and substance to FNF.the ordinary course of business; (iik) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member the Borrower may incur Guaranteed Obligations in respect of the FNF Group Insurance Subsidiary's obligations to be substituted pay professional liability insurance claims and expenses on a "claims reported" basis; and (l) the Borrower and its Subsidiaries may incur Guaranteed Obligations in all respects for an aggregate amount together with the Debt incurred pursuant to Section 8.02(c)(xii) not to exceed $22,500,000 at any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXone time outstanding.

Guaranteed Obligations. (a) Subject to and in accordance with the succeeding provisions of this Guaranty (including, without limitation, Section 1(b), Section 1(c) and Section 6), Guarantor does hereby, jointly and severally, unconditionally, absolutely and irrevocably, as primary obligor and not merely as surety, guarantee, for the benefit of PE Member (each of the following Guaranteed Obligations (as defined below) being a separate and independent obligation): (i) FNF Final Completion (including, without limitation, Substantial Completion and JAX shall cooperatethe Punch List Work), subject to and shall cause their respective Groups in accordance with the terms and conditions of the Development Agreement and the Operating Agreement, except to cooperatethe extent that the failure to achieve Final Completion arises from PE Member’s failure (beyond the expiration of any applicable notice and/or cure periods) to pay any amounts required to be paid by PE Member pursuant to the Development Agreement and/or the Operating Agreement; (ii) if the Development Agreement terminates or is terminated (pursuant to Section 6.04 of the Development Agreement, in connection with the appointment or engagement of an Approved Replacement Developer or otherwise, except to terminatethe extent such termination is due to a default by PE Member under the Development Agreement and for the avoidance of doubt excluding any termination or expiration of the Development Agreement following completion of the obligations of Developer thereunder), or to cause a member of if an Approved Replacement Developer assumes the JAX Group to be substituted in all respects for any member of the FNF Group in respect of, all obligations of such member Developer under the Development Agreement (in connection with the exercise of the FNF Group under any JAX Liability for which such member of the FNF Group may be liable, as guarantor, original tenant, primary obligor remedies by Construction Lender or its designee or otherwise. If ), payment of any damages, losses, liabilities, costs and expenses (including interest thereon at the Default Rate from the date incurred to the date of recovery) incurred by PE Member or its Affiliates as a result of (x) such termination or substitution assumption and/or (y) any uncompleted or unperformed obligations of the Developer under the Development Agreement (provided that PE Member shall not be entitled to recover special, punitive or consequential damages, including loss of profits or business opportunity); (iii) the performance of the obligations of Developer and/or the other applicable affiliates of Guarantor under the Ancillary Rights Agreement, the Retail Services Agreement, Section 3.10 of the Development Agreement and the 50 HY Deed Restriction (it being acknowledged that (i) in the event Developer or its Affiliates transfers any parcel in the 50 HY Block that is subject to the 50 HY Deed Restriction or a 50 HY Restrictive Covenant (as defined in the Development Agreement) to a third party (that is not effected by the Distribution DateDeveloper or any Affiliate of Developer), (A) JAX Guarantor shall indemnify and hold harmless the relevant FNF Indemnified Party not have any liability hereunder for any Liability arising from breach of the 50 HY Deed Restriction or relating theretosuch 50 HY Restrictive Covenant by such transferee or any subsequent third-party owner of any such parcel (that is not Developer or an Affiliate of Developer), and (Bii) without in the prior written consent event Developer or its Affiliates transfers any Floor Area (as defined in the Development Agreement) to any Unburdened Parcel (as defined in the Development Agreement) that is owned or controlled by a third party (that is not Developer or an Affiliate of FNFDeveloper) and, from and after in connection with such transfer an Unburdened Parcel Restriction (as defined in the Distribution DateDevelopment Agreement) is recorded against such Unburdened Parcel, JAX shall not, and Guarantor shall not permit have any member liability hereunder for any breach by the transferee of such Floor Area or any subsequent third-party owner of such Unburdened Parcel (that is not Developer or an Affiliate of Developer) of the JAX Group toapplicable Unburdened Parcel Restriction); (iv) the removal of any and all liens or claims of any Persons (as defined in the Development Agreement) furnishing materials, amend, renew labor or extend services in connection with the term of, increase its obligations underDeveloper Work, or transfer in connection with any other work in and to a third Personthe PE Unit (other than any such liens or claims due to (x) PE Finish Work, (y) liens caused by PE Member’s failure to fund any loanamounts required to be funded by PE Member under the Operating Agreement or the Development Agreement or (z) liens or claims attributable to any other work performed by PE Member), lease, contract by bonding or other obligation discharge within the time periods provided in the Development Agreement, subject to the rights of Developer, Tower A Tenant, Destination Retail Tenant and any Mezzanine Borrower (as defined in the Operating Agreement), as applicable, in accordance with the terms and conditions set forth in the Development Agreement and the Construction Loan Documents to contest any such liens or claims which are otherwise so removed by bonding; (v) the payment in full of (1) all Holdover Costs for which any member Developer is liable pursuant to Section 6.03 of the FNF Group is or may be liable, unless Development Agreement and (2) any amounts payable by Developer under Section 12.03(c) of the Development Agreement; (vi) the payment and performance of all obligations of the FNF Group Tower A Tenant as the tenant under the Tower A Lease that are required to be paid or performed on or prior to, or in respect of periods ending on or prior to, the Closing Date for the PE Unit (except to the extent that the failure to pay or perform such obligations arises from PE Member’s failure (beyond the expiration of any applicable notice and/or cure periods) to pay any amounts required to be paid by PE Member pursuant to the Development Agreement and/or the Operating Agreement) (collectively, the “Lease Obligations”), provided, that the Guaranteed Obligations shall not include any Lease Obligations that constitute Unit Carry Costs for which PE Member is liable pursuant to Section 12.02 of the Development Agreement; (vii) the payment in full of: (A) all costs, sums, charges and other amounts due to or for the account of PE Member under the Development Agreement and/or the Operating Agreement, if any (including, without limitation, any repayment of Member Loans (as defined in the Operating Agreement), liquidated and other damages, penalties, self-help costs and interest charges payable by any of the Related/Oxford Parties (as hereinafter defined) under the Development Agreement and/or the Operating Agreement, as applicable); (B) any amounts payable to the Construction Lender to release the PE Unit from the lien of its mortgage (except to the extent that the failure to pay or perform such obligations arises from PE Member’s failure (beyond the expiration of any applicable notice and/or cure periods) to pay any amounts required to be paid by PE Member pursuant to the Development Agreement and/or the Operating Agreement); (C) subject to payment by PE Member of the PE Member Fixed MTA Deed Payment (as defined in the Development Agreement), any amounts required to be paid to the MTA in order to cause the MTA to deliver the Deed (as defined in the Development Agreement) or the leasehold estate to the PE Unit to PE Member at the PE Unit Closing; and (D) any and all other costs, sums, charges and other amounts that R/O Member or Developer is required to fund under the Operating Agreement or the Development Agreement, respectively, including without limitation under Section 4.04(c) of the Operating Agreement and under Section 2.02(n) of the Development Agreement, in all cases whether arising or accruing before, on, or after the date hereof; (viii) the payment and performance of any obligations of Developer under the Development Agreement, subject to Sections 10.02(a) and 10.02(b) of the Development Agreement; (ix) the conveyance of the PE Unit to PE Member or its Member Designee (as defined in the Operating Agreement), or, at PE Member’s election, the conveyance of multiple units within the PE Unit to multiple Member Designees, in accordance with the provisions of the Operating Agreement and the performance by Developer of Developer’s obligations under Section 12.01 of the Development Agreement; (x) satisfaction of and compliance with any indemnification obligations or other payment obligations of (I) Developer under the Development Agreement (including, without limitation, pursuant to Section 4.05 and/or Section 17.02 of the Development Agreement) or (II) R/O Member under the Operating Agreement; (xi) the payment of the Rescission Payment to PE Member, in the event that PE Member exercises the Rescission Election, subject to and in accordance with the terms and conditions set forth in Section 11.04(a) of the Development Agreement; and (xii) the payment of, or reimbursement to PE Member of, all reasonable out-of-pocket, third-party costs and expenses incurred by PE Member in connection with its enforcement of one or more of the foregoing Guaranteed Obligations, where such enforcement is brought either against Guarantor or in a combined action against both Guarantor and any or all Related/Oxford Parties and PE Member is the prevailing party with respect thereto (such costs, “Enforcement Costs”). The obligations set forth in clauses (i) through (xii) above are thereupon terminated by documentation reasonably satisfactory hereinafter collectively referred to as the “Guaranteed Obligations” (provided, that there shall be no duplication of any such obligation to the extent the same underlying obligation is included in form and substance to FNFmore than one such clause). (iib) FNF Subject to the provisions of Section 1(c), if at any time, whether or not a default shall have occurred or be continuing under the Development Agreement, the Operating Agreement or other Transaction Documents (as hereinafter defined), but subject to the rights of PE Member and JAX the Related/Oxford Parties with respect to the arbitration of disputes between or among such parties pursuant to the terms of the Development Agreement or the Operating Agreement, as applicable, any of the Guaranteed Obligations shall cooperatenot have been duly paid or performed after the expiration of applicable notice and cure periods (if any), then Guarantor shall, within ten (10) Business Days of written notice and demand made by PE Member, pay and perform such Guaranteed Obligations. (c) Notwithstanding anything to the contrary contained in this Guaranty, no amounts payable to PE Member hereunder shall duplicate any payments actually made to PE Member or any Affiliate thereof in respect of the same underlying obligation under the Operating Agreement or the Development Agreement (or any other agreements or instruments executed by any Related/Oxford Party pursuant thereto). The Operating Agreement, the Development Agreement, this Guaranty and any other agreements and instruments executed between any R/O Party, on the one hand, and PE Member or its Affiliates, on the other hand, in connection with the transactions evidenced thereby shall cause their respective Groups collectively be referred to cooperateherein as the “Transaction Documents”. (d) For purposes hereof, to terminate“Related/Oxford Parties” means Developer, or to cause a member of the FNF Group to be substituted in all respects for any member of the JAX Group in respect ofR/O Member, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liableOffice Member, as guarantorObservation Deck Member, original tenantRelated Parent, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution DateOxford Parent, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall notDestination Retail JV, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXDestination Retail Tenant.

Guaranteed Obligations. Create, incur, assume or permit to exist, or permit any of its Subsidiaries to create, incur, assume or permit to exist, any Guaranteed Obligations except (a) by endorsement of instruments or items of payment for deposit to the general account of any Loan Party; (b) for Guaranteed Obligations existing on the date hereof and set forth on Schedule 6.18; (c) guarantees by the Borrower or its Subsidiaries of Debt expressly permitted under Section 6.2; provided, that guarantees of Subordinated Debt shall be subordinated on substantially similar terms; (d) the Borrower and its Subsidiaries may become and remain liable with respect to contingent obligations in the form of customary indemnifications for agents, employees, consultants, officers and directors of such Loan Party; (e) the Borrower and the Subsidiaries may become and remain liable with respect to contingent obligations in the form of customary and reasonable indemnification provisions or customary purchase price adjustments (based on post-closing audit adjustments) incurred in connection with acquisitions or sales or assets permitted hereunder to be made by the Borrower or any Subsidiary; (f) the Borrower and its Subsidiaries may become and remain liable with respect to guarantees in favor of the Lenders and the Agent executed and delivered pursuant hereto; (g) for performance, surety, bid, appeal and other similar bonds as expressly permitted under Section 6.1 or the definition of Permitted Liens; (h) the Borrower and Subsidiaries may incur Guaranteed Obligations in respect of employment arrangements and other compensation arrangements entered into in connection with Permitted Acquisitions or otherwise in the ordinary course of business; (i) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the JAX Group to be substituted in all respects for any member of the FNF Group Borrower may incur Guaranteed Obligations in respect of, all of obligations of such member Subsidiary Guarantors arising in the ordinary course of the FNF Group under any JAX Liability for which such member business; (j) Subsidiary Guarantors may incur Guaranteed Obligations in respect of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (B) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory Borrower or other Subsidiary Guarantors arising in form and substance to FNF.the ordinary course of business; (iik) FNF the Borrower and JAX shall cooperate, and shall cause their respective Groups its Subsidiaries may incur Guaranteed Obligations in an aggregate amount together with the Debt incurred pursuant to cooperate, Section 6.2(c)(xiii) not to terminate, or to cause a member of the FNF Group to be substituted in all respects for exceed $22,500,000 at any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXone time outstanding.

Guaranteed Obligations. The Guarantor hereby irrevocably and unconditionally covenants and undertakes to cause the parties named in this Clause 2.1 to fully and timely perform the following obligations (icollectively, the “Guaranteed Obligations”): (a) FNF the Project Company shall develop, construct and JAX sell (including effecting pre-sales), or cause to be developed, constructed and sold, the Project and its residential units in accordance with the relevant milestones and time periods set forth in the Approved Budget and Business Plan; (b) New Land shall cooperatefund or otherwise provide the Funded Pre-Construction Costs to the Project Company in accordance with the Framework Agreement, the Approved Budget and Business Plan and the Joint Venture Agreement; (c) the Project Company shall cause the Project to be Completed for an Aggregate Development Cost that does not exceed the equivalent amount or amounts specified in the Approved Budget and Business Plan (as adjusted or otherwise amended by the respective board of directors of the HK SPV and the Project Company pursuant to the Shareholders’ Agreement and/or the Joint Venture Agreement, as applicable, the “Budgeted Development Costs”); (d) if the Class A Shareholders exercise the Put Option under the Shareholders Agreement, CHL SPV (or any Class B Shareholders succeeding to CHL SPV’s interest in the HK SPV) shall timely purchase, or cause another affiliate of the Guarantor to purchase, from the Class A Shareholders all of the Class A Shares for the Exit Price, pay the Exit Price and timely perform its other covenants and obligations under the Shareholders Agreement in connection with such purchase; (e) the Project Company shall, and the CHL SPV (or any Class B Shareholders succeeding to the CHL SPV’s interest in the HK SPV) shall cause their respective Groups the Project Company to, distribute the profits of the Project Company to cooperatethe HK SPV strictly in accordance with the provisions of the Joint Venture Agreement and the Project Company Articles of Association; (f) the HK SPV shall, and the CHL SPV (or any Class B Shareholders succeeding to terminatethe CHL SPV’s interest in the HK SPV) shall cause the HK SPV to, distribute the profits of the HK SPV to the Class A Shareholders strictly in accordance with the provisions of the Shareholders Agreement; and (g) the CHL SPV (or any Class B Shareholders succeeding to the CHL SPV’s interest in the HK SPV) shall cause the officers and directors of the HK SPV and the Project Company appointed by, or to cause a member of appointed in the JAX Group to be substituted in all respects for any member of the FNF Group in respect direction of, all obligations of the CHL SPV (or any Class B Shareholders succeeding to the CHL SPV’s interest in the HK SPV) to take such member of actions and execution such documents and instruments to effect the FNF Group under any JAX Liability for which such member of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, distributions referred to in sub-sections (Ae) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (Bf) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNFabove. (ii) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the FNF Group to be substituted in all respects for any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAX.

Guaranteed Obligations. The Performance Guarantor does hereby irrevocably and unconditionally guarantee, as primary obligor and not as a surety to each of the Beneficiaries, the full and prompt performance by each of the Seller and the Servicer (i) FNF and JAX shall cooperatecollectively, the "Primary Obligors", and each individually, a "Primary Obligor") of each and every duty, agreement, covenant, undertaking, indemnity and obligation required to be performed or discharged by any Primary Obligor under and in strict accordance with the terms of the Receivables Purchase Agreement, and any other agreement, instrument or other document executed by any Primary Obligor pursuant thereto or pursuant to the transactions contemplated thereby (collectively, the "Guaranteed Agreements") however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due. The Performance Guarantor hereby agrees that if for any reason any Primary Obligor shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of such Primary Obligor under any Guaranteed Agreement, then the Performance Guarantor shall promptly perform such duty, agreement, covenant, undertaking or obligation or cause the same to be promptly performed and discharged, in each case, without regard to any exercise or nonexercise by any Beneficiary of any right, remedy, power or privilege under or in respect of any Guaranteed Agreement against any Primary Obligor. The Performance Guarantor also agrees to indemnify the Beneficiaries against any loss, cost, expense or other damage arising from the failure of the Primary Obligors to duly perform or discharge any duty, agreement, covenant, undertaking or obligation under any Guaranteed Agreement or from the failure of the Performance Guarantor to perform or discharge any duty, agreement, covenant, undertaking or obligation hereunder, or arising from the failure of the Servicer to maintain a perfected security interest in the Mutual Fund Shares or the failure of the Agent (for the benefit of the Beneficiaries) to receive and maintain a perfected security interest in each Receivable (and related Collections) and to maintain a security interest in the Mutual Fund Shares, in each case purported to be transferred and assigned to the Agent pursuant to the Guaranteed Agreements provided however, the Agent shall not be indemnified for -------- ------- the failure to have such a perfected security interest maintained in favor of the Agent (for the benefit of the Beneficiaries) to the extent such failure results solely from the gross negligence or willful misconduct of the Agent. The duties, agreements, covenants, undertakings and obligations required to be performed or discharged by the Primary Obligors hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation". The Performance Guarantor agrees to reimburse each Beneficiary on demand for any and all expenses (including reasonable counsel fees and expenses) incurred by such Beneficiary in attempting to obtain the performance by any Primary Obligor of any of their respective Groups to cooperateobligations under the Guaranteed Agreements, to terminate, or to cause a member by the Performance Guarantor of the JAX Group obligations hereunder or in enforcing or attempting to be substituted in all respects for enforce any member of the FNF Group in respect of, all obligations of such member of the FNF Group other rights under any JAX Liability for which such member of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (B) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNFthis Performance Guaranty. (ii) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the FNF Group to be substituted in all respects for any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAX.

Guaranteed Obligations. Guarantor does hereby unconditionally and absolutely guarantee to State Farm the full and prompt payment to State Farm of the following obligations ("Guaranteed Obligations"), to wit: A. After the occurrence of any Event of Default under any of the Loan Documents: (i) FNF and JAX shall cooperate, and shall cause their respective Groups An amount equal to cooperate, to terminate, or to cause a member any Rents received by any of the JAX Group to be substituted in all respects for any member Exculpated Parties from tenants of the FNF Group in respect of, all obligations of such member Premises and not applied to the Indebtedness or the ordinary operating expenses of the FNF Group under any JAX Liability for which such member of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (B) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNF.Premises during Borrower's current fiscal year; (ii) FNF An amount equal to any Rents from the Premises not paid by tenants due to Borrower's failure to perform the landlord's obligations under any lease or leases of the Premises or any part thereof; (iii) Any amount(s) necessary to repair or replace any damage to or destruction of the Premises which is caused by the willful or wanton act or willful or wanton omission of any of the Exculpated Parties; (iv) Any sums expended by State Farm in performance of or in compliance with the obligations of the landlord under all covenants, agreements and JAX shall cooperateprovisions of any Lease assigned to State Farm as security for the Indebtedness and Obligations, due to Borrower's failure or refusal to perform such obligations; B. An amount equal to any casualty or liability insurance proceeds or condemnation awards received by any of the Exculpated Parties and shall cause their respective Groups not delivered over to cooperateState Farm or used for Restoration of the Premises; C. An amount equal to any costs, expenses, damages, attorneys' and paralegals' fees or other liabilities or obligations incurred by State Farm, directly or indirectly arising out or on account of or attributable to terminatethe use, generation, storage, release, threatened release, discharge, disposal, or to cause a member of the FNF Group to be substituted in all respects for any member of the JAX Group in respect ofpresence on, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer about the Premises of any materials, substances, or wastes defined or classified as hazardous or toxic under applicable federal, state or local laws or regulations or arising out of or from any failure on the part of Borrower or Guarantor to comply with the provisions of the Environmental Indemnification Agreement; (provided, however, that the Guarantor's obligations hereunder shall not apply to any costs incurred by or imposed upon State Farm with respect to any event arising subsequent to State Farm taking title to the Premises by foreclosure or deed in lieu of foreclosure unless such costs are incurred in connection with an event related to a third Personcondition existing at the Premises prior to or at the time of such foreclosure or deed in lieu of foreclosure); and D. An amount equal to any loss, damage, cost, expense, liability or obligation suffered or incurred by State Farm arising out or on account of or based upon any loan, lease, contract fraud or other obligation for which willful misrepresentation of a material fact by any member of the JAX Group is Exculpated Parties in any document executed or may presented to State Farm in connection with the Loan. E. An amount equal to the aggregate sum of any and all tenant security deposits required to be liable, unless all obligations paid by State Farm to any tenants of the JAX Group Premises (or any other party) and not reimbursed to State Farm by Borrower or any Exculpated Party and any and all damages, costs and expenses, including, without limitation, attorneys' and paralegals' fees, suffered or incurred by State Farm by reason or on account of the failure of Borrower or any Exculpated Party to account for and turn over to State Farm any tenant security deposits received by Borrower or any Exculpated Party as required by the Leases or the Loan Documents. Guarantor hereby agrees that the Guaranteed Obligations shall be paid by Guarantor to State Farm upon demand of State Farm in lawful money of the United States of America in accordance with respect thereto are thereupon terminated by documentation reasonably satisfactory in form the terms and substance to JAXprovisions of this Guaranty.

Guaranteed Obligations. Create, incur, assume or permit to exist, or permit any of its Subsidiaries to create, incur, assume or permit to exist, any Guaranteed Obligations except (a) by endorsement of instruments or items of payment for deposit to the general account of any Loan Party; (b) for Guaranteed Obligations existing on the date hereof and set forth on Schedule 6.18; (c) guarantees by the Borrower or its Subsidiaries of Debt expressly permitted under Section 6.2; provided, that guarantees of Subordinated Debt shall be subordinated on substantially similar terms; 108 000 (x) xxx Borrower and its Subsidiaries may become and remain liable with respect to contingent obligations in the form of customary indemnifications for agents, employees, consultants, officers and directors of such Loan Party; (e) the Borrower and the Subsidiaries may become and remain liable with respect to contingent obligations in the form of customary and reasonable indemnification provisions or customary purchase price adjustments (based on post-closing audit adjustments) incurred in connection with acquisitions or sales or assets permitted hereunder to be made by the Borrower or any Subsidiary; (f) the Borrower and its Subsidiaries may become and remain liable with respect to guarantees in favor of the Lenders and the Agent executed and delivered pursuant hereto; (g) for performance, surety, bid, appeal and other similar bonds as expressly permitted under Section 6.1 or the definition of Permitted Liens; (h) The Borrower and Subsidiaries may incur Guaranteed Obligations in respect of employment arrangements and other compensation arrangements entered into in connection with Permitted Acquisitions or otherwise in the ordinary course of business; (i) FNF and JAX shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the JAX Group to be substituted in all respects for any member of the FNF Group The Borrower may incur Guaranteed Obligations in respect of, all of obligations of such member Subsidiary Guarantors arising in the ordinary course of the FNF Group under any JAX Liability for which such member business; (j) Subsidiary Guarantors may incur Guaranteed Obligations in respect of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating thereto, and (B) without the prior written consent of FNF, from and after the Distribution Date, JAX shall not, and shall not permit any member of the JAX Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liable, unless all obligations of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory Borrower or other Subsidiary Guarantors arising in form and substance to FNF.the ordinary course of business; (iik) FNF the Borrower and JAX shall cooperate, and shall cause their respective Groups its Subsidiaries may incur Guaranteed Obligations in an aggregate amount together with the Debt incurred pursuant to cooperate, Section 6.2(c)(xiii) not to terminate, or to cause a member of the FNF Group to be substituted in all respects for exceed $15,000,000 at any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXone time outstanding.

Guaranteed Obligations. (a) If any Member or an Affiliate of any Member enters into a guaranty of a loan or other indemnity obligation (the “Guaranteed Obligation”) in favor of a Lender in accordance with the terms of this Agreement (individually and collectively, the “Guaranteeing Party”), any Member who is not a Guaranteeing Party shall be responsible for its Ratable Share of the Guaranteed Obligation, subject to the terms of this Agreement and the Indemnity Agreement. The Members hereby ratify the execution and delivery of the Existing Guaranty Documents, and acknowledge and agree that any obligations arising thereunder shall be deemed to be Guaranteed Obligations; provided, however, that Investor Member shall not have any obligations or liabilities with respect to Guaranteed Obligations which derive from matters or circumstances that first arose or occurred prior to the Effective Date of this Agreement. Notwithstanding the foregoing, in no event shall the Guaranteed Obligations include any obligations other than (i) FNF those set forth in the Existing Guaranty Documents (provided, however, that Investor Member shall not have any obligations or liabilities with respect to Guaranteed Obligations which derive from matters or circumstances that first arose or occurred prior to the Effective Date) and JAX (ii) any other guaranties or indemnities executed and delivered after the Effective Date with the consent of the Members and otherwise in accordance with the terms of this Agreement. (b) If a Guaranteeing Party shall cooperatebe required to make a payment in respect of any Guaranteed Obligation (other than Guaranteed Obligations which derive from matters or circumstances that first arose or occurred prior to the Effective Date), such requirement shall be a deemed Capital Call under Section 2.2 with no action required by any Member, and the Company shall cause their respective Groups use such Capital Contributions (whether made by the applicable Guaranteeing Party or Member) to cooperatepay or reimburse the Guaranteeing Party for the payment of such Guaranteed Obligations. Any payments made by a Guaranteeing Party in respect of a Guaranteed Obligation shall be deemed a Capital Contribution by the Affiliate Member of such Guaranteeing Party, Notwithstanding anything to terminatethe contrary contained in this Agreement, (i) if any Guaranteed Obligation arises solely from the Bad Acts of Sponsor Member or to cause a member any Affiliate, Sponsor Member shall be solely liable for any and all of the JAX Group to payments in respect of such Guaranteed Obligation resulting therefrom, (ii) if any Guaranteed Obligation arises solely from the Bad Acts of Investor Member or any Affiliate, Investor Member shall be substituted in all respects solely liable for any member and all of the FNF Group payments in respect of, all obligations of such member of the FNF Group under any JAX Liability for which such member of the FNF Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) JAX shall indemnify and hold harmless the relevant FNF Indemnified Party for any Liability arising from or relating theretoGuaranteed Obligation resulting therefrom, and (Biii) without in no event shall any payment arising from the prior written consent Bad Acts of FNFa Guaranteeing Party, from and after the Distribution Dateits Affiliate Member, JAX shall not, and shall not permit any member or an Affiliate of either of the JAX Group toforegoing, amend, renew or extend the term of, increase its obligations under, or transfer to be deemed a third Person, any loan, lease, contract or other obligation for which any member of the FNF Group is or may be liableCapital Contribution, unless all obligations and to the extent such portion is applied by any Lender to repay the outstanding principal balance of the FNF Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to FNFany Loan. (iic) FNF Concurrently with the execution and JAX delivery of this Agreement, Sponsor Member shall cooperatecause the Existing Guarantors, and Investor Member shall cause their respective Groups Investor Parent to cooperateexecute and deliver, to terminatethat certain Indemnity and Contribution Agreement in the form attached hereto as Exhibit F (the “Indemnity Agreement”). (d) Any amounts payable under this Section 2.4, shall, for U.S. federal income tax purposes, be treated when applicable as a Capital Contribution or to cause payment made, and an expense incurred by, the Member making such payment and a member of the FNF Group to be substituted in all respects for any member of the JAX Group in respect of, all obligations of such member of the JAX Group under any FNF Liability for which such member of the JAX Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected reimbursement by the Distribution Date, (A) FNF shall indemnify and hold harmless the relevant JAX Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of JAX, from and after the Distribution Date, FNF shall not, and shall not permit any member of the FNF Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the JAX Group is or may be liable, unless all obligations of the JAX Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to JAXMember receiving such payment.