Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. 1.1 Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer and to Buyer's successors and assigns the payment and performance by Seller of Seller's post-closing obligations under the Purchase Agreement (collectively, "OBLIGATIONS") as and when due including, without limitation, the following: (a) Any liability arising from any breach of the representations and warranties of Seller under the Purchase Agreement ("REPRESENTATIONS"); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer that require payment or other performance by Seller after the date of Closing. 1.2 This Guaranty is a continuing and absolute guaranty of the Obligations and shall terminate on the earlier of (a) satisfaction or expiration of the Obligations or (b) that date which is eighteen (18) months after Guarantor vacates the Property in accordance with the Lease, provided that, (i) this Guaranty shall not terminate with respect to the Obligations on such date if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect to the matters that are the subject of such demand, and (ii) in the event that any payment or other consideration by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller or otherwise, this Guaranty shall automatically be reinstated with respect to the amount or other consideration rescinded or returned by Buyer notwithstanding the expiration of the eighteen (18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the closing under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase Agreement. 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive of any other Obligations and any liability of Guarantor under Section 7 below) shall in no event exceed the Purchase Price paid by Buyer under the Purchase Agreement.

Obligations Guaranteed. 1.1 Guarantor The Guarantors, jointly and severally, hereby irrevocablyunconditionally guarantee to the Indenture Trustee, absolutely and unconditionally guarantees to Buyer on behalf of the Noteholders, and to Buyer's successors and assigns the Purchaser the punctual payment and performance by Seller when due of Seller's post-closing (i) the obligations of the Issuer under the Indenture and the Purchase Agreement (collectively, the "ISSUER OBLIGATIONS"); (ii) as interest, if any, on such Issuer Obligations; and when due (iii) any and all costs and expenses incurred by the Indenture Trustee, the Directing Noteholder or the Purchaser in enforcing their rights under the Indenture or this Guaranty (including, without limitation, reasonable legal fees and the following: disbursements of counsel) (aall such obligations, covenants, agreements and terms, together with the Issuer Obligations, are herein collectively called the "GUARANTEED OBLIGATIONS"). Notwithstanding the foregoing, the obligations of USV and USRP hereunder shall not exceed $225,000,000. The liability of the Guarantors under this Guaranty shall be joint and several, absolute and unconditional irrespective of (i) Any liability arising the unenforceability or invalidity of any Guaranteed Obligation, (ii) any change of the time, manner or place of payment, or any other term, of any Guaranteed Obligation, (iii) any law, regulation or order of any jurisdiction affecting any term of any Guaranteed Obligation, or the rights of the Indenture Trustee, the Noteholders, the Directing Noteholder or the Purchaser with respect thereto, and (iv) any other circumstance which might otherwise constitute a defense (other than payment or performance) available to, or a discharge of, a surety or guarantor. The Guarantors waive promptness, presentment, protest, diligence, and notices with respect to any Guaranteed Obligation and this Guaranty and any requirement that the Indenture Trustee, the Directing Noteholder or the Purchaser exhaust any right or take any action against the Issuer or with respect to the Collateral. USV AND USRP AGREE TO SUBMIT TO THE JURISDICTION OF FEDERAL AND STATE COURTS OF NEW YORK AND AGREE TO APPOINT CT CORPORATION SYSTEMS, 1633 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ THEIR AGENT FOR SERVICE OF PROCESS IN NEW YORK. This Guaranty shall remain in full force and effect until all of the Guaranteed Obligations have been paid in full, and any notice or expiration of this Guaranty shall not release the Guarantors from any breach liability as to any Guaranteed Obligation existing, created, contracted, assumed or incurred prior to or at the time of receipt of such notice or expiration. The undertakings of the representations and warranties of Seller under Guarantors hereunder shall continue to be effective or be reinstated, as the Purchase Agreement ("REPRESENTATIONS"); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer that require case may be, if at any time any payment or other performance by Seller after of any Guaranteed Obligation is rescinded or must otherwise be returned upon the date of Closing. 1.2 This Guaranty is a continuing and absolute guaranty insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made or such performance had not occurred. Each of the Guarantors hereby agrees not to exercise any rights which it may acquire by way of subrogation against the Issuer or the Collateral under or in connection with its undertakings hereunder, by any payment made hereunder or otherwise, until all the Guaranteed Obligations shall have been paid and performed in full. If any amount shall be paid to the undersigned on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Indenture Trustee and shall terminate on forthwith be paid to the earlier of (a) satisfaction Indenture Trustee to be credited and applied to the Guaranteed Obligations, whether matured or expiration of the Obligations or (b) that date which is eighteen (18) months after Guarantor vacates the Property unmatured, in accordance with the Lease, provided that, (i) this Guaranty shall not terminate with respect to the Obligations on such date if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect to the matters that are the subject of such demand, and (ii) in the event that any payment or other consideration by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller or otherwise, this Guaranty shall automatically be reinstated with respect to the amount or other consideration rescinded or returned by Buyer notwithstanding the expiration terms of the eighteen (18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the closing under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase AgreementIndenture. 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive of any other Obligations and any liability of Guarantor under Section 7 below) shall in no event exceed the Purchase Price paid by Buyer under the Purchase Agreement.

Obligations Guaranteed. 1.1 Guarantor hereby irrevocably(a) RBH-TRB absolutely, absolutely irrevocably and unconditionally guarantees to Buyer and to Buyer's successors and assigns Bank: (i) the payment of all sums due and performance by Seller of Seller's post-closing obligations owing under the Purchase Loan Documents (including, but not limited to, principal and interest with respect to the Loan and all other fees owed to the Bank under the Loan Documents and any and all fees and/or amounts due and payable and owed to the Bank in connection with the Loan), and all extensions, renewals, replacements and amendments thereof; provided, however, that the Guarantors shall guaranty the payment of the interest component of the foregoing obligation until the earlier of a sale of the Premises pursuant to a foreclosure of the Mortgage or conveyance of the Premises by deed-in-lieu thereof; (ii) the payment of all policies of insurance required to be furnished by Borrower pursuant to the Loan Agreement and/or Mortgage (collectivelyi.e., "OBLIGATIONS"prior to the Maturity Date) as and or until the earlier of a sale of the Premises pursuant to a foreclosure of the Mortgage or conveyance of the Premises by deed-in-lieu thereof, if not paid when due by Borrower; and (iii) the payment of all operating expenses incurred in connection with the day-to-day operation of Premises during the term of the Loan (i.e., prior to the Maturity Date) or until the earlier of a sale of the Premises pursuant to a foreclosure of the Mortgage or conveyance of the Premises by deed-in-lieu thereof, if not paid when due by Borrower. (b) Guarantors, jointly and severally, absolutely, irrevocably and unconditionally guaranty to Bank the obligations or liabilities of Borrower to Bank for any loss, damage (excluding consequential damages), cost, expense, liability, claim or other obligation incurred by Bank (including attorneys’ fees and costs reasonably incurred), as well as the payment of all Enforcement Costs (as hereafter defined) arising out of or in connection with the following: (i) fraud or material intentional misrepresentation by or on behalf of Borrower or Guarantor, or any of their respective agents, representatives, principals, officers or managers, in connection with the Loan Documents; (ii) the gross negligence or willful misconduct of Borrower or any Guarantor, or any of their respective agents, representatives, principals, officers or managers, in connection with the Loan Documents; provided, however, that an Event of Default under the Loan Documents does not in and of itself constitute gross negligence or willful misconduct; (iii) intentionally omitted; (iv) intentional physical waste to new improvements constructed on the Premises (as such term is defined in the Mortgage) at any time after the commencement of construction of new improvements on the Premises (and expressly not including any demolition of improvements existing on the Premises as of the date hereof) by Borrower or any Affiliate of Borrower or any of their respective principals, officers, managers or employees (to the extent it is within the scope of the employee’s employment relating to the Projects); (v) the sale or transfer of any portion of the Premises or the Projects in violation of the Loan Documents by the Borrower or any Affiliate of Borrower; (vi) except to pay interest on the Loan and/or other costs in connection with the Premises, the distribution to Borrower or any Affiliate of Borrower of any proceeds or cash flow from the Premises or the Projects other than as expressly permitted in the Loan Agreement; (vii) the misappropriation or conversion by Borrower or any Affiliate of Borrower or any of their respective agents, representatives, principals, officers or managers of (A) any insurance proceeds paid by reason of any loss, damage or destruction to all or any part of the Premises, (B) any awards or other amounts received in connection with the condemnation of all or any part of the Premises, or (C) any proceeds or cash flow pertaining to the Projects; (viii) the failure to use Loan proceeds in accordance with the provisions of the Loan Documents to pay charges for labor or materials or other charges procured by Borrower that create Liens on all or any part of the Premises unless (a) such charge is diligently contested in good faith by appropriate proceedings timely instituted, (b) reasonable reserves or bonds in substitution thereof that are established or delivered with respect to the contested item, and (c) during the period of such contest, the enforcement of any contested item is effectively stayed; (ix) any security deposits, advance deposits, down payments or any other deposits collected by Borrower or any Affiliate of Borrower with respect to the Premises which are not delivered to Bank, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the agreements pursuant to which such deposits were received; or (x) Borrower’s failure to obtain Bank’s prior written consent to any subordinate financing encumbering the Premises, and such failure continues for ten (10) days after notice from Bank to the Guarantors. (c) Guarantors, jointly and severally, absolutely, irrevocably and unconditionally guaranty to Bank the payment of the full amount of the Loan, including, without limitation, all outstanding principal due on the followingLoan, all accrued interest thereon, and all other amounts, obligations or liabilities of Borrower to Bank in respect of the Loan under the Loan Agreement, the Mortgage and the other Loan Documents, as well as the payment of all Enforcement Costs, upon the occurrence of any of the following events: (ai) Any liability arising from If the Borrower fails to obtain the Bank’s prior written consent to any breach subordinate financing encumbering the Premises that is not otherwise permitted pursuant to the terms of the representations and warranties of Seller under the Purchase Agreement ("REPRESENTATIONS"); andLoan Documents; (bii) All other obligations owed by Seller If Borrower shall (A) voluntarily commence a petition under the Purchase Agreement to Buyer that require payment any applicable bankruptcy, insolvency, creditors rights or other performance similar law now or hereafter in effect (collectively, the “Insolvency Laws”), (B) voluntarily make any assignment for the benefit of creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law if the creditors in such proceeding shall have colluded with Borrower or any Guarantor and/or in any such involuntary case or proceeding involving Borrower, Borrower shall consent to the entry of an order for relief or to the appointment of or taking possession by Seller after a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower or of any substantial part of Borrower’s property; (iii) If any Guarantor shall (A) voluntarily commence a petition under any applicable Insolvency Laws, (B) voluntarily make any assignment for the date benefit of Closing.creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law if the creditors in such case or proceeding shall have colluded with such Guarantor or Borrower and/or in any such involuntary case or proceeding involving such Guarantor, such Guarantor shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of such Guarantor or of any substantial part of such Guarantor’s property; or 1.2 This Guaranty is (iv) If any Guarantor, Borrower or any party having a continuing and absolute guaranty direct or indirect ownership interest in Borrower or any party acting through, under or on behalf of any of the Obligations and shall terminate on foregoing, acts in a manner so as to in bad faith impede or delay the earlier of (a) satisfaction Bank’s rights to exercise remedies under this Guaranty or expiration any of the Obligations other Loan Documents (including, without limitation, raising defenses, offsets or (b) that date which is eighteen (18) months after Guarantor vacates the Property in accordance with the Lease, provided that, (i) this Guaranty shall not terminate counterclaims with respect to the Obligations on Bank exercising such date if Buyer has made remedies, which defenses, offsets and/or counterclaims are adjudicated to have been undertaken in bad faith by final order of a written demand on Guarantor under this Guaranty on court of competent jurisdiction). (d) For purposes hereof, “Enforcement Costs” shall mean any and all expenses actually paid or before such date with respect to incurred by the matters that are the subject of such demand, and (ii) Bank in the event that collection of all or any payment or other consideration by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller or otherwise, this Guaranty shall automatically be reinstated with respect to the amount or other consideration rescinded or returned by Buyer notwithstanding the expiration portion of the eighteen (18) month term hereof Guarantors’ obligations hereunder or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental the exercise or indemnification provisions intended to survive the closing under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase Agreement. 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive enforcement of any other Obligations rights, powers, privileges, remedies and interests of the Bank hereunder, including, without limitation, reasonable attorneys’ fees, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations. As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any liability fiduciary acting in such capacity on behalf of Guarantor under Section 7 below) shall in no event exceed any of the Purchase Price paid by Buyer under the Purchase Agreementforegoing.

Obligations Guaranteed. 1.1 Guarantor hereby irrevocably, Guarantors absolutely and unconditionally guarantees to Buyer and to Buyer's successors and assigns guarantee the prompt payment and performance when due, whether at maturity or by Seller acceleration or otherwise, of Seller's post-closing obligations all of Borrowers’ indebtedness under the Purchase Agreement Notes, the Mortgages and the Agreement, together with interest on such obligations to the extent provided for in said documents, and all legal and other costs or expenses paid or incurred by or on behalf of the Banks or Administrative Agent in the enforcement thereof or hereof or of any Other Guaranty (collectivelyas hereinafter defined), "OBLIGATIONS") as and when due further guarantee that the representations and warranties made by Borrowers (including, without limitation, those with respect to the following: (aMortgagors and the Properties) Any liability arising from any breach and by Guarantors in the Loan Documents are true and correct as of the representations date hereof. The current amount of the Total Loan Commitment is $550,000,000, but the amount of the Total Loan Commitment is subject to increase to up to $650,000,000 in accordance with the terms and warranties conditions of Seller under the Purchase Agreement Agreement. Each Guarantor hereby consents to such increase in the principal amount of the Loan up to $650,000,000 and agrees that this Guaranty of Payment shall cover said maximum principal obligation with no further consent of any Guarantor or amendment hereto being required ("REPRESENTATIONS"and Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Agreement]); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer . Each Guarantor acknowledges and agrees that require payment or other performance by Seller after the date of Closing. 1.2 This this Guaranty is a continuing guaranty and absolute guaranty of that the Obligations agreements, guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall terminate on the earlier at all times continue to be primary, absolute and unconditional. Each Guarantor acknowledges that execution and delivery of (a) satisfaction or expiration of the Obligations or (b) that date which is eighteen (18) months after Guarantor vacates the Property in accordance with the Lease, provided that, (i) this Guaranty shall not terminate with respect of Payment is a condition precedent to the Obligations on such date Loan. Each Guarantor further agrees that if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect any Borrower shall fail to the matters that are the subject of such demandpay in full when due, and (ii) in the event that any payment or other consideration whether at stated maturity, by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller acceleration or otherwise, any of the obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall have expired), Guarantors will upon demand pay the same. The maximum liability of each Borrower which is a Guarantor hereunder shall be limited to the maximum permissible amount which would be valid and enforceable and would not render this Guaranty shall automatically be reinstated with respect of Payment voidable as to the amount such Guarantor as a fraudulent transfer or otherwise, under applicable federal and state bankruptcy, insolvency, fraudulent transfer and other consideration rescinded or returned by Buyer notwithstanding the expiration of the eighteen (18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the closing under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase Agreementsimilar creditors’ rights laws. 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive of any other Obligations and any liability of Guarantor under Section 7 below) shall in no event exceed the Purchase Price paid by Buyer under the Purchase Agreement.

Obligations Guaranteed. 1.1 Guarantor (a) The Subsidiary Guarantors, jointly and severally, hereby irrevocablyunconditionally guarantee to each of the Agent and the Counterparties (i) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, absolutely required to be paid by the Borrower under each of the Swap Agreements and (ii) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under each of the Swap Agreements (items (i) and (ii), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally guarantees agree that upon any default by the Borrower in the payment, when due, of any amounts (including amounts in respect of fees and indemnification owing to Buyer the Agent or the Counterparties) due under the Swap Agreements, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Counterparty. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to Buyer's successors be performed and assigns observed by the Borrower under the Swap Agreements, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Counterparties. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment and performance of any sum required to be paid by Seller of Seller's post-closing obligations the Borrower under the Purchase terms of the Swap Agreements or (ii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Swap Agreements, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waive any right to require that any resort be had by the Agent and the Counterparties to (i) any security held by or for the benefit of the Agent and the Counterparties for payment of the amounts due under the Swap Agreements, this Guarantee Agreement or the other Transaction Documents, (collectivelyii) the Agent's and Counterparties' right against any other Person, "OBLIGATIONS"or (iii) as any other right or remedy available to the Agent and when due the Counterparties by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Counterparties. (d) The Subsidiary Guarantors shall pay to the Agent and the Counterparties all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the following: (a) Any liability arising from Agent and the Counterparties upon the occurrence of an Event of Default under any breach or all of the representations and warranties of Seller under the Purchase Agreement ("REPRESENTATIONS"); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer that require payment or other performance by Seller after the date of ClosingTransaction Agreements. 1.2 This Guaranty is a continuing and absolute guaranty of the Obligations and shall terminate on the earlier of (a) satisfaction or expiration of the Obligations or (b) that date which is eighteen (18) months after Guarantor vacates the Property in accordance with the Lease, provided that, (i) this Guaranty shall not terminate with respect to the Obligations on such date if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect to the matters that are the subject of such demand, and (ii) in the event that any payment or other consideration by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller or otherwise, this Guaranty shall automatically be reinstated with respect to the amount or other consideration rescinded or returned by Buyer notwithstanding the expiration of the eighteen (18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the closing under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase Agreement. 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive of any other Obligations and any liability of Guarantor under Section 7 below) shall in no event exceed the Purchase Price paid by Buyer under the Purchase Agreement.

Obligations Guaranteed. 1.1 Guarantor hereby irrevocably, Guarantors absolutely and unconditionally guarantees to Buyer and to Buyer's successors and assigns guarantee the prompt payment and performance when due, whether at maturity or by Seller acceleration or otherwise, of Seller's post-closing obligations all of Borrowers’ indebtedness under the Purchase Agreement Notes, the Mortgages and the Agreement, together with interest on such obligations to the extent provided for in said documents, and all legal and other costs or expenses paid or incurred by or on behalf of the Banks or Administrative Agent in the enforcement thereof or hereof or of any Other Guaranty (collectivelyas hereinafter defined), "OBLIGATIONS") as and when due further guarantee that the representations and warranties made by Borrowers (including, without limitation, those with respect to the following: (aMortgagors and the Properties) Any liability arising from any breach and by Guarantors in the Loan Documents are true and correct as of the representations date hereof. The current amount of the Total Loan Commitment is $350,000,000, but the amount of the Total Loan Commitment is subject to increase to up to $650,000,000 in accordance with the terms and warranties conditions of Seller under the Purchase Agreement Agreement. Each Guarantor hereby consents to such increase in the principal amount of the Loan up to $650,000,000 and agrees that this Guaranty of Payment shall cover said maximum principal obligation with no further consent of any Guarantor or amendment hereto being required ("REPRESENTATIONS"and Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Agreement]); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer . Each Guarantor acknowledges and agrees that require payment or other performance by Seller after the date of Closing. 1.2 This this Guaranty is a continuing guaranty and absolute guaranty of that the Obligations agreements, guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall terminate on the earlier at all times continue to be primary, absolute and unconditional. Each Guarantor acknowledges that execution and delivery of (a) satisfaction or expiration of the Obligations or (b) that date which is eighteen (18) months after Guarantor vacates the Property in accordance with the Lease, provided that, (i) this Guaranty shall not terminate with respect of Payment is a condition precedent to the Obligations on such date Loan. Each Guarantor further agrees that if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect any Borrower shall fail to the matters that are the subject of such demandpay in full when due, and (ii) in the event that any payment or other consideration whether at stated maturity, by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller acceleration or otherwise, any of the obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall have expired), Guarantors will upon demand pay the same. The maximum liability of each Borrower which is a Guarantor hereunder shall be limited to the maximum permissible amount which would be valid and enforceable and would not render this Guaranty shall automatically be reinstated with respect of Payment voidable as to the amount such Guarantor as a fraudulent transfer or otherwise, under applicable federal and state bankruptcy, insolvency, fraudulent transfer and other consideration rescinded or returned by Buyer notwithstanding the expiration of the eighteen (18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the closing under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase Agreementsimilar creditors’ rights laws. 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive of any other Obligations and any liability of Guarantor under Section 7 below) shall in no event exceed the Purchase Price paid by Buyer under the Purchase Agreement.

Obligations Guaranteed. 1.1 Guarantor hereby irrevocably, Guarantors absolutely and unconditionally guarantees to Buyer and to Buyer's successors and assigns guarantee the prompt payment and performance when due, whether at maturity or by Seller acceleration or otherwise, of Seller's post-closing obligations all of Borrowers’ indebtedness under the Purchase Agreement Notes, the Mortgages and the Agreement, together with interest on such obligations to the extent provided for in said documents, and all legal and other costs or expenses paid or incurred by or on behalf of the Banks or Administrative Agent in the enforcement thereof or hereof or of any Other Guaranty (collectivelyas hereinafter defined), "OBLIGATIONS") as and when due further guarantee that the representations and warranties made by Borrowers (including, without limitation, those with respect to the following: (aMortgagors and the Properties) Any liability arising from any breach and by Guarantors in the Loan Documents are true and correct as of the representations date hereof. The current amount of the Total Loan Commitment is $650,000,000 (and warranties of Seller under Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Purchase Agreement ("REPRESENTATIONS"Agreement]); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer . Each Guarantor acknowledges and agrees that require payment or other performance by Seller after the date of Closing. 1.2 This this Guaranty is a continuing guaranty and that the agreements, guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall at all times continue to be primary, absolute guaranty and unconditional. Each Guarantor acknowledges that execution and delivery of this Guaranty of Payment is a condition precedent to the Loan. Each Guarantor further agrees that if any Borrower shall fail to pay in full when due, whether at stated maturity, by acceleration or otherwise, any of the Obligations obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall terminate on have expired), Guarantors will upon demand pay the earlier same. The maximum liability of (a) satisfaction or expiration of the Obligations or (b) that date each Borrower which is eighteen (18) months after a Guarantor vacates hereunder shall be limited to the Property maximum permissible amount which would be valid and enforceable and would not render this Guaranty of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise, under applicable federal and state bankruptcy, insolvency, fraudulent transfer and other similar creditors’ rights laws. Notwithstanding anything to the contrary contained in accordance with this Guaranty of Payment or the LeaseLoan Documents, provided that, the maximum aggregate liability of Dolphin LLC (i) under this Guaranty of Payment for the payment of the obligations guaranteed under this Guaranty of Payment with respect to principal due under the Notes and (ii) under the Loan Documents for the repayment of principal due under the Notes, shall not terminate exceed the amount of the Dolphin Sublimit (for the avoidance of doubt, the foregoing limitation shall not apply to any liability of Dolphin LLC with respect to the Obligations on such date if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect to the matters that are the subject payment of such demandinterest, protective advances and (ii) in the event that any payment or other consideration by Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller or otherwise, this Guaranty shall automatically be reinstated with respect to the amount or other consideration rescinded or returned by Buyer notwithstanding the expiration of the eighteen (18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the closing fees and charges due under the Purchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase AgreementLoan Documents). 1.3 Guarantor's aggregate liability with respect to the Representations (but exclusive of any other Obligations and any liability of Guarantor under Section 7 below) shall in no event exceed the Purchase Price paid by Buyer under the Purchase Agreement.