Common use of Guaranty of Indebtedness Clause in Contracts

Guaranty of Indebtedness. For valuable consideration, receipt of ------------------------ which is hereby acknowledged, each Guarantor jointly, severally, irrevocably and unconditionally guarantees and promises to pay to Lender, or order, on demand in lawful money of the United States of America, any and all Indebtedness of Borrower to Lender arising from or in connection with the Loan Agreement and all other Loan Documents. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the indebtedness evidenced by the Note; (b) any and all existing and future obligations of Borrower to Lender under the Loan Documents and any and all other existing and future obligations and liabilities of Borrower made, incurred or created in connection with the transaction to which the Loan Documents relate, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become invalid or otherwise unenforceable; (c) any and all amendments, modifications, renewals and/or extensions of any of the foregoing, including without limitation amendments, modifications, renewals or extensions which are evidenced by a new or additional instrument, document or agreement or which change the rate of interest on any such indebtedness; and (d) any and all interest that accrues on all or any part of such indebtedness after the filing of any petition or pleading by or against Borrower or any other Person for a proceeding under any chapter or provision of any present or future federal bankruptcy legislation or amendments thereto.

Guaranty of Indebtedness. For valuable consideration(a) Subject to the limitations set forth in subsection (b) and (c) below and as otherwise set forth in this Guaranty, receipt of ------------------------ which is Guarantor hereby acknowledged, each Guarantor jointly, severallyabsolutely, irrevocably and unconditionally guarantees and promises to pay to Lender, or order, on demand in lawful money (i) the payment and performance of the United States Indebtedness as and when the same shall be due and payable, whether by lapse of Americatime, by acceleration of maturity or otherwise, and (ii) that it is liable, jointly and severally, for the Indebtedness as a primary obligor. This Guaranty is a guaranty of payment and not of collection only. Lender shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity or any collateral. For purposes hereof, the outstanding principal balance of the Loan on any given date shall be calculated without regard to any reduction of the Indebtedness on account of any foreclosure of, or other realization on (including collection of insurance proceeds), or in respect of, any and all Indebtedness of Borrower to Lender arising from the liens, collateral assignments, security interests or in connection with the Loan Agreement and all other Loan Documents. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the indebtedness security devices evidenced by the Note; (b) any and all existing and future obligations of Borrower to Lender under the Loan Documents and any and all other existing and future obligations and liabilities of Borrower made, incurred or created in connection with the transaction to which the Loan Documents relate, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be now or hereafter become barred securing payment of the Indebtedness; provided, however, that any amounts due and owing hereunder shall be net of any payment against or reduction of the Indebtedness made after the occurrence of an Event of Default pursuant to this Guaranty or any other guaranty by any statute other guarantor (if any) of limitations, or whether such indebtedness may be or hereafter become invalid or otherwise unenforceable; (c) any and all amendments, modifications, renewals and/or extensions of any of the foregoing, including without limitation amendments, modifications, renewals or extensions which are evidenced by a new or additional instrument, document or agreement or which change the rate of interest on any such indebtedness; and (d) any and all interest that accrues on all or any part of such indebtedness Indebtedness and which are clearly identified as principal payments made pursuant to this Guaranty in a notice to Lender confirming the payment and reduction of the outstanding principal balance of the Loan. Guarantor agrees that, as between Guarantor and Lender, the Indebtedness may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Indebtedness shall immediately become due and payable by Guarantor for the purposes of this Guaranty. (b) Notwithstanding anything hereinabove set forth to the contrary, (a) the liability of Guarantor hereunder shall not exceed twenty-five percent (25%) of the Indebtedness from time to time outstanding at all times prior to a Guaranty Reduction Event (defined below), and (b) the liability of Guarantor hereunder shall not exceed ten percent (10%) of the Indebtedness from time to time outstanding at all times after the filing Project achieving a Trailing Six (6) Month Annualized Debt Service Coverage Ratio of at least 1.25 to 1.00 so long as no Event of Default exists at the time of such event (a "Guaranty Reduction Event"). (c) Notwithstanding anything herein to the contrary, at all times prior to the payment in full of the Indebtedness, Guarantor shall have unlimited liability for the payment and performance of the Indebtedness if: 1. there is a transfer or encumbrance or other action involving interests in the Property or the Borrower that is an Event of Default under Sections 7.1(p) or 7.1(q) of the Loan Agreement, except for Liens securing (a) claims of Persons supplying labor or materials to the Property, or (b) unpaid taxes, assessments and governmental charges levied upon, assessed or charged against the Property (together, “Mechanics and Tax Liens”), and except for Permitted Encumbrances and Permitted Dispositions; or 2. Borrower or Guarantor voluntarily takes any petition of the actions described in Section 7.1(f) of the Loan Agreement; or 3. Any involuntary proceeding or pleading by or other action described in Section 7.1(e) of the Loan Agreement is taken against Borrower or Guarantor: a. by Guarantor, Guarantor's parent company, Borrower or an Affiliate, officer, director or representative which Controls Borrower or which Controls Borrower’s general partner or managing member (as applicable), as the case may be (each a “Restricted Entity”), b. by any Person acting at the direction or request of, or in collusion or by agreement with, any Restricted Entity of either of them, or c. by any other Person for if Borrower or Guarantor, as the case may be, fails to oppose in court such filing in good faith, or Borrower, Guarantor or any Restricted Entity of either of them otherwise consents to, acquiesces in, agrees with, files court papers in any way supportive of, or joins in such filing, other than as required or deemed necessary to respond to such action (other than a proceeding under filing made by Lender, its designee or Affiliate). (d) In addition, notwithstanding anything herein to the contrary, at all times prior to the payment in full of the Indebtedness, the Guarantor guaranties to the Lender the full and prompt payment of, and agrees to pay protect, guarantee, indemnify defend and hold harmless the Lender from and against, any chapter liability, loss, actual damage, actual and out-of-pocket costs and expenses (including reasonable legal fees or provision other expenses) suffered by the Lender, with respect to the following: 1. any willful misconduct or fraud in connection with the Loan or willful misrepresentation in any of the Loan Documents in either case committed by Borrower, Guarantor or any Affiliate or agent of Borrower or Guarantor; 2. material physical waste with respect to any portion of the Property by Borrower or Guarantor or any Affiliate or agent of Borrower or Guarantor; 3. the removal or disposal of any present of the Property in violation of the terms of the Loan Documents; 4. the failure of Borrower to maintain the insurance coverages required under the Loan Documents, except to the extent that Borrower escrows sufficient funds with Lender, but Lender failed to release such funds to pay such insurance and provided further that Guarantor's liability hereunder shall cease with respect to any amounts first arising from and after such time, if any, that Lender or future federal bankruptcy legislation a trustee takes title to the Property, including if such party forecloses under the Security Instrument or amendments thereto.accepts a deed-in-lieu, or the application, misapplication or misappropriation of any insurance proceeds or condemnation awards in a manner not permitted by the Loan Documents; 5. failure by Borrower or any Affiliate or agent of Borrower to pay to Lender all revenues received by or on behalf of Borrower from the operation or ownership of the Property during the continuance of an Event of Default, less only that portion of such revenues which is actually used by Borrower to operate the Property in the ordinary course of business;

Guaranty of Indebtedness. For valuable consideration, receipt of ------------------------ which is hereby acknowledged, each Guarantor irrevocably and jointly, severally, irrevocably severally and unconditionally guarantees and promises to pay to LenderBank, or order, on demand in lawful money of the United States of America, any and all Indebtedness of Borrower Company to Lender Bank arising from or in connection with the Reimbursement Agreements or the other "Loan Documents" (which latter term, as used throughout this Guaranty, shall include both Loan Documents as defined in the Series A Reimbursement Agreement and all other Loan DocumentsDocuments as defined in the Series B Reimbursement Agreement) or the issuance by Bank of the Letters of Credit or any payments by Bank thereon. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the indebtedness evidenced by the Note; (b) any and all existing and future obligations of Borrower Company to Lender Bank under the Reimbursement Agreements or the other Loan Documents and including any and all other existing present and future advances, debts, obligations and liabilities of Borrower Company heretofore, now, or hereafter made, incurred or created in connection with created, whether voluntary or involuntary and however arising from the transaction to in which the Reimbursement Agreements or the other Loan Documents relatewere created, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, and whether Borrower Company may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become invalid or otherwise other- wise unenforceable; and (cb) any and all amendments, modifications, renewals and/or extensions of any of the foregoing, including without limitation but not limited to amendments, modifications, renewals or extensions which are evidenced by a new or additional instrument, document or agreement or which change the rate of interest on any such indebtedness; and (d) any and all interest that accrues on all or any part of such indebtedness after the filing of any petition or pleading by or against Borrower or any other Person for a proceeding under any chapter or provision of any present or future federal bankruptcy legislation or amendments thereto.renewals

Guaranty of Indebtedness. For valuable consideration, receipt of ------------------------ which is hereby acknowledged, each Guarantor jointly, Guarantors jointly and severally, irrevocably unconditionally and unconditionally guarantees absolutely guarantee to Bison, and promises to pay Bison’s successors and assigns, payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness to Lender, or order, on demand in lawful money Bison of the United States Company or any successor in interest, including, without limitation, any debtor-in-possession or trustee in bankruptcy which succeeds to the interest of Americathis party or person (jointly and severally, “Obligor”), however this indebtedness has been or may be incurred or evidenced, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, and whether or not known to any Guarantor at the time of this Guaranty or at the time any future indebtedness is incurred (the “Indebtedness”). The Indebtedness guaranteed includes, without limitation: (a) any and all Indebtedness direct indebtedness of Borrower Obligor to Lender Bison, whether arising from under the Purchase Agreement, any other Transaction Document or in connection with the Loan Agreement and all other Loan Documents. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the otherwise, including indebtedness evidenced by the Note; (b) any and all existing and future obligations or liabilities of Borrower Obligor to Lender Bison arising under any guaranty where Obligor has guaranteed the Loan Documents and payment of indebtedness owing to Bison from a third party; (c) any and all other existing and future obligations and or liabilities of Borrower madeObligor to Bison arising out of any other agreement by Obligor including, without limitation, any agreement to indemnify Bison for environmental liability or to clean up hazardous waste; (d) any and all indebtedness, obligations or liabilities for which Obligor would otherwise be liable to Bison were it not for the invalidity, irregularity or unenforceability of them by reason of any bankruptcy, insolvency or other law or order of any kind, or for any other reason, including, without limitation, liability for interest and attorneys’ fees on, or in connection with, any part of the Indebtedness from and after the filing by or against Obligor of a bankruptcy petition whether an involuntary or voluntary bankruptcy case, including, without limitation, all reasonable attorneys’ fees and costs incurred or created in connection with the transaction motions for relief from stay, cash collateral motions, nondischargeability motions, preference liability motions, fraudulent conveyance liability motions, fraudulent transfer liability motions and all other motions brought by Obligor, any Guarantor, Bison or third parties in any way relating to which the Loan Documents relateBison’s rights with respect to any Obligor, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsGuarantor, or whether such indebtedness may be any third party and/or affecting any collateral securing any obligation owed to Bison by Obligor, any Guarantor, or hereafter become invalid any third party, probate proceedings, on appeal or otherwise unenforceableotherwise; (ce) any and all amendments, modifications, renewals and/or extensions of any of the foregoingabove, including including, without limitation limitation, amendments, modifications, renewals or and/or extensions which are evidenced by a new or additional instrumentinstruments, document documents or agreement or which change the rate of interest on any such indebtednessagreements; and (df) any all costs of collecting Indebtedness, including, without limitation, reasonable attorneys’ fees and all interest that accrues on all or any part costs. This Guaranty is a guaranty of such indebtedness after the filing prompt and punctual payment and performance and is not merely a guaranty of any petition or pleading by or against Borrower or any other Person for a proceeding under any chapter or provision of any present or future federal bankruptcy legislation or amendments theretocollection.

Guaranty of Indebtedness. For valuable consideration, receipt of ------------------------ which is hereby acknowledged, each Guarantor jointly, severally, irrevocably and unconditionally guarantees and promises to pay to LenderBank, or order, on demand in lawful money of the United States of America, any and all Indebtedness of Borrower Company to Lender Bank arising from or in connection with the Loan Reimbursement Agreement and all or the other Loan DocumentsDocuments or the issuance by Bank of the Letter of Credit or any payments by Bank thereon. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the indebtedness evidenced by the NoteNotes; (b) any and all existing and future obligations of Borrower Company to Lender Bank under the Loan Documents and including any and all other existing present and future advances, debts, obligations and liabilities of Borrower Company heretofore, now, or hereafter made, incurred or created in connection with created, whether voluntary or involuntary and however arising from the transaction to in which the Loan Documents relatewere created, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, and whether Borrower Company may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become invalid or otherwise unenforceable; and (c) any and all amendments, modifications, renewals and/or extensions of any of the foregoing, including without limitation but not limited to amendments, modifications, renewals or extensions which are evidenced by a new or additional instrument, document or agreement or which change the rate of interest on any such indebtedness; and (d) any and all interest that accrues on all or any part of such indebtedness after the filing of any petition or pleading by or against Borrower or any other Person for a proceeding under any chapter or provision of any present or future federal bankruptcy legislation or amendments theretoIndebtedness.

Guaranty of Indebtedness. For valuable consideration, receipt of ------------------------ which is hereby acknowledged, each Guarantor jointly, severally, irrevocably and unconditionally guarantees the full and promises prompt payment and performance to pay the Lender or its order of all Indebtedness (as defined in this Section 1) of Borrower to Lender, the Lender now or order, on demand hereafter owing under the Loan Documents at the times and according to the terms expressed in the Loan Documents. All payments by Guarantor shall be made only in lawful money of the United States of America. For purposes of this Guaranty, any the term “Indebtedness” means all now existing and all Indebtedness future debts, obligations, and liabilities of Borrower to Lender arising from or in connection with the Loan Agreement and all other Loan Documents. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the indebtedness evidenced by the Note; (b) any and all existing and future obligations of Borrower to Lender under the Loan Documents and any and all other existing and future obligations and liabilities of Borrower madeDocuments, incurred or created in connection with the transaction to which the Loan Documents relatehowever arising, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined secured or undeterminedunsecured, and whether Borrower may be liable individually or jointly with others. Without limiting the preceding sentence, whether recovery upon such indebtedness the term “Indebtedness” shall include all principal, interest (including interest at any default rate under the Note and any interest which may be negatively amortized or added to the principal amount of the Loan under the Note), late charges, reasonable attorneys’ fees, and all other fees, costs, advances, sums, and expenses now or hereafter become barred by any statute of limitationsowing under the Note or other Loan Documents, or whether such indebtedness may be or hereafter become invalid or otherwise unenforceable; (c) including any and all amendments, modifications, renewals and/or extensions of any of the foregoing, including without limitation amendments, modifications, renewals or extensions foregoing sums which are evidenced by would have accrued under the Loan Documents but for the commencement of a new or additional instrument, document or agreement or which change the rate of interest on any such indebtedness; and (d) any and all interest that accrues on all or any part of such indebtedness after the filing of any petition or pleading case by or against Borrower under Title 11 of the United States Code (11 U.S.C. §§101, et seq.) or any other Person for a proceeding successor statute (the “Bankruptcy Code”) or under any chapter other law governing any federal or provision state bankruptcy, insolvency, reorganization, or other similar proceeding (collectively, a “Bankruptcy Proceeding”). The amount of any present or future federal bankruptcy legislation or amendments theretothe Indebtedness may exceed the original principal face amount of the Note.