Common use of Guarantee of Payment and Performance Clause in Contracts

Guarantee of Payment and Performance. The Guarantors hereby jointly and severally guarantee to the Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guarantee.

Guarantee of Payment and Performance. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally guarantee irrevocably, on a joint and several basis with each other Guarantor, guarantees to the Purchasers Noteholders: (a) the full and punctual payment by the Company of the principal of, and interest and Make-Whole Amount, if any, on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Agreement, the Notes, the Security Documents to be entered into by the Guarantors and each of the other instruments and agreements executed or to be executed in connection with the foregoing (collectively, the "Financing Documents") in each case when and as the same shall become due (and payable, whether at stated maturity, by required pre-paymentpursuant to mandatory or optional prepayment, by acceleration or otherwise), as well as all in accordance with the performanceterms and provisions of this Guarantee, of the Note Agreement, the Notes and the other Financing Documents, including, without limitation, overdue interest, post-petition interest, indemnification payments and all of the Obligations, including all such payments obligations which would become due but for the operation of the automatic stay pursuant to §Section 362(a) of the Federal United States Bankruptcy Code and the operation of §§Sections 502(b) and 506(b) of the Federal United States Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of Code; and (b) the full and punctual payment and performance by the Company of all duties, agreements, covenants and obligations of the Obligations Company contained in the Note Agreement, the Notes and not the other Financing Documents, and the full and prompt payment, on demand, of all reasonable costs and expenses incurred by (x) the Noteholders in connection with the negotiation, preparation, execution and delivery of this Guarantee and (y) any one or more of the Noteholders or any trustee or agent acting on behalf of the Noteholders in enforcing any of their collectability only respective rights and is in no way conditioned upon any requirement that remedies under this Guarantee, the Purchasers first attempt to collect Note Agreement, the Notes or any of the Obligations from other Financing Documents, including, but not limited to, all reasonable attorney's fees and expenses (whether or not there is litigation), court costs and all costs in connection with any proceedings under the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the ObligationsUnited States Bankruptcy Code (collectively, the joint and several obligations of "Guarantied Obligations"), provided that the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may Guarantor shall not be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, liable for the account reasonable fees and expenses of more than one separate firm of attorneys representing the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this GuaranteeNoteholders.

Guarantee of Payment and Performance. The Guarantors hereby jointly and severally guarantee to the Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the DebenturesNotes, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guarantee.

Guarantee of Payment and Performance. (a) The Guarantors Guarantor hereby jointly unconditionally and severally guarantee irrevocably guarantees to the Purchasers Administrative Agent and the full Lenders the prompt and punctual complete payment and performance by each Borrower when due (whether at the stated maturity, by required pre-payment, by acceleration or otherwise)) of the Guarantee Obligations. (b) The Guarantor further agrees to pay any and all reasonable expenses (including, as well as without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the performanceAdministrative Agent and any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the ObligationsGuarantee Obligations and/or enforcing any rights with respect to, including all such payments which would become due but for or collecting against, the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the BorrowerGuarantor under this Guarantee. This Guarantee is an absolute, unconditional shall remain in full force and continuing guaranty of the full and punctual payment and performance of all of effect until the Obligations and not of their collectability only and is are paid in no way conditioned upon full, notwithstanding that from time to time prior thereto the Borrowers may be free from any requirement that the Purchasers first attempt to collect Obligations. (c) No payment or payments made by any of the Obligations from the Borrower or any other Person or resort received or collected by the Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any collateral security or other means of obtaining payment. Should the Borrower default in the such payment or performance of any payments, remain liable for the amount of the ObligationsObligations until the Obligations are paid in full. (d) The Guarantor agrees that whenever, at any time, or from time to time, the joint and several obligations Guarantor shall make any payment to the Administrative Agent for the ratable benefit of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers Lenders on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it Guarantor’s liability hereunder, the Guarantors Guarantor will pay to notify the Purchasers on the date on which Administrative Agent in writing that such amount payment is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this GuaranteeGuarantee for such purpose.

Guarantee of Payment and Performance. This Guaranty is a guarantee of payment and performance and not of collection only and th Guarantor hereby irrevocably waives any right to require that any acti against the Lessee or any other Person be taken or exhausted prior to action being taken against the Guarantor. The Guarantors Guarantor hereby jointly specifically agrees that it shall not be necessary or required, and severally guarantee th the Guarantor shall not be entitled to require, that the Purchasers the full and punctual payment when due Guaranteed Parties (whether at stated maturity, by required pre-payment, by acceleration i) file suit or otherwise), as well as the performance, of all of proceed to obtain or assert a claim against t Lessee or any other Person for the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a(ii) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in make any effort a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Purchasers first attempt to collect any collection of the Obligations from the Borrower Lessee or any other Person, (ii foreclose against or seek to realize upon any security now or hereafte existing for the Obligations, or (iv) file suit or proceed to obtain o assert a claim for personal judgment against any other Person liable fo the Obligations, or make any effort at collection of the Obligations fr any such other Person, or exercise or assert any other right or remedy which any Guaranteed Party is or may be entitled in connection with the Obligations or any security or other guaranty therefor, (v) assert or file any claim against the assets of the Lessee or any other guarantor or any other Person liable for the Obligations, or resort any part thereof, either before or as a condition to enforcing the liability of the Guarantor under this Guaranty or requiring payment of the Obligations the Guarantor hereunder, or (vi) join the Lessee or any other Person a parties to any collateral security proceeding for the enforcement against the Guarantor of any provision of this Guaranty. The Guaranteed Parties, or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligationsentitled to receive payments or the benefit of performance guaranteed hereunder shall have the right to enforce this Guaranty irrespective o whether or not legal proceedings or other enforcement efforts against the Lessee or any other Person are pending, the joint and several obligations seeking resort to or realization upon or from any of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranteeforegoing.

Guarantee of Payment and Performance. The Guarantors hereby jointly and severally guarantee to the Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. If any Purchaser receives a refund of any taxes as to which any Guarantor has paid any amount pursuant to the preceding sentence, such Purchaser shall pay over such refund (or the amount of any credit in lieu of refund) to the applicable Guarantor. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guarantee.

Guarantee of Payment and Performance. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally guarantee irrevocably, on a joint and several basis with each other Guarantor, guarantees to the Purchasers U.S. Agent and U.S. Revolving B Credit Lenders: (a) the full and punctual payment by U.K. Borrower of the U.S. Obligations at any time payable under the Loan Documents in each case when and as the same shall become due (and payable, whether at stated maturity, by required pre-paymentpursuant to mandatory or optional prepayment, by acceleration or otherwise), as well as all in accordance with the performanceterms and provisions of this Guarantee, of the Credit Agreement and the other Loan Documents, including, without limitation, overdue interest, post-petition interest, indemnification payments and all of the Obligations, including all such payments obligations which would become due but for the operation of the automatic stay pursuant to §Section 362(a) of the Federal United States Bankruptcy Code and the operation of §§Sections 502(b) and 506(b) of the Federal United States Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of Code; and (b) the full and punctual payment and performance by U.K. Borrower of all duties, agreements, covenants and obligations of U.K. Borrower contained in the Obligations Credit Agreement and not the other Loan Documents, and the full and prompt payment, on demand, of their collectability only all reasonable costs and is expenses incurred by (x) U.S. Agent in no way conditioned upon connection with the negotiation, preparation, execution and delivery of this Guarantee and (y) U.S. Agent, U.S. Revolving B Credit Lenders or any requirement that trustee or agent acting on behalf of U.S. Agent and/or U.S. Revolving B Credit Lenders in enforcing any of its rights and remedies under this Guarantee, the Purchasers first attempt to collect Credit Agreement or any of the Obligations from the Borrower other Loan Documents, including, but not limited to, all reasonable attorneys’ fees and expenses (whether or not there is litigation), court costs and all costs in connection with any other Person or resort to proceedings under any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the ObligationsDebtor Relief Laws (collectively, the joint and several obligations of “Guarantied Obligations”), provided that the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may shall not be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, liable for the account reasonable fees and expenses of the Purchasers. The Guarantors shall make all payments hereunder without setoff more than one separate firm of attorneys representing U.S. Agent (plus any special or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied local counsel retained by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranteefirm).

Guarantee of Payment and Performance. The Guarantors Guarantor hereby jointly and severally guarantee guarantees to the Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors Guarantor hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors Guarantor with respect to any amount payable by it hereunder, the Guarantors Guarantor will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the GuarantorsGuarantor. The Guarantors Guarantor will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of the Guarantors Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guarantee.

Guarantee of Payment and Performance. The Guarantors hereby (a) Each Guarantor, jointly and severally guarantee severally, hereby unconditionally and irrevocably guarantees to the Purchasers Administrative Agent and the full Lenders the prompt and punctual complete payment and performance by each Borrower when due (whether at the stated maturity, by required pre-payment, by acceleration or otherwise) of the Guarantee Obligations subject to the limitations set forth herein. (i) Subject to clauses (b)(ii), as well as (c), (d), (e), (f), (g) and (h) below, the performancemaximum liability the Guarantors hereunder and under the Credit Documents shall in no event exceed the greater of either (A) an amount equal to one hundred percent of the total capitalization (including all debt and equity capitalization) of the Borrowers or (B) the sum of (i) ten percent (10%) of the then-current aggregate unpaid Allocated Revolving Loan Amount and the Allocated Term Loan Amount for each item of Revolving Loan Collateral and Term Loan Collateral that consists of GKK CRE CDO Securities rated AA/Aa2 or higher by one or more of S&P, Fitch and ▇▇▇▇▇’▇ and (ii) forty percent (40%) of the then-current unpaid balance of all of the ObligationsLoans, except for those Loans referred to in clause (B)(i) of this Section 2(b). (ii) With respect to any Obligations arising under or related to any Letter of Credit, the limitation of the maximum liability of the Guarantors pursuant to clause (i) above shall be of no force and effect. (c) Notwithstanding the foregoing, the limitation on liability as set forth in subsection (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Obligations immediately shall become fully recourse to the Borrowers and Guarantors, jointly and severally, in the event of any of the following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by any Borrower under the U.S. Bankruptcy Code or any similar federal or state law; (ii) an involuntary bankruptcy or insolvency proceeding is commenced against any Borrower or any Guarantor in connection with which any Borrower or any Guarantor (or any Affiliate of any of the foregoing) has or have colluded in any way with the creditors commencing or filing such proceeding; (iii) fraud or intentional misrepresentation by any Borrower, any Guarantor or any Affiliate of any Borrower or any Guarantor in connection with the execution and the delivery of this Guarantee, the Credit Agreement, or any of the other Credit Documents, or any certificate, report, financial statement or other instrument or document furnished to the Administrative Agent or any Lender at the time of the closing of the Credit Agreement or during the term of the Credit Agreement; (iv) any material breach of the material separateness covenants contained in Section 5.23 of the Credit Agreement; (v) [reserved]; (vi) Parent at any time fails to maintain its status as a REIT; or (vii) any breach of the covenants contained in Section 6.4 of the Credit Agreement or Section 12(p) of this Guarantee. (d) In addition to the foregoing and notwithstanding the limitation on liability set forth in subsection (b), Guarantors shall be jointly and severally liable for any actual losses, costs, claims, expenses or other liabilities incurred by the Administrative Agent or any Lender arising out of or attributable to any material breach of any other representations, warranties or covenants contained in any Credit Document including all such payments but not limited to any representations, warranties or covenants relating to Environmental Matters, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting any Borrower’s or any of its Affiliates’ properties or any of the Collateral. (e) Nothing herein shall be deemed to be a waiver of any right which would become due but the Administrative Agent or any Lender may have under Section 506(a), 506(b), 1111(b) or any other provision of the U.S. Bankruptcy Code to file a claim for the operation full amount of the automatic stay pursuant Indebtedness secured by the Credit Agreement or to §362(a) require that all Collateral shall continue to secure all of the Federal Bankruptcy Code Indebtedness owing to the Lenders and the operation Administrative Agent in accordance with the Credit Agreement or any other Credit Documents. (f) Each Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of §§502(bcounsel) which may be paid or incurred by the Administrative Agent and 506(b) any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Federal Bankruptcy Code in a bankruptcy Guarantee Obligations and/or enforcing any rights with respect to, or other insolvency proceeding of the Borrowercollecting against, any Guarantor under this Guarantee. This Guarantee is an absolute, unconditional shall remain in full force and continuing guaranty of the full and punctual payment and performance of all of effect until the Obligations and not of their collectability only and is are paid in no way conditioned upon full, notwithstanding that from time to time prior thereto the Borrowers may be free from any requirement that the Purchasers first attempt to collect Obligations. (g) No payment or payments made by any of the Obligations from the Borrower or any other Person or resort to received or collected by the Administrative Agent or any collateral security Lender from any Borrower or any other means of obtaining payment. Should the Borrower default in the payment or performance Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the ObligationsObligations shall be deemed to modify, reduce, release or otherwise affect the joint and several obligations liability of the Guarantors hereunder with respect to such Obligations in default which shall, upon demand by notwithstanding any such payment or payments, remain liable for the Purchasersamount of the Obligations until the Obligations are paid in full. (h) Each Guarantor agrees that whenever, become immediately due and payable at any time, or from time to time, any Guarantor shall make any payment to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, Administrative Agent for the ratable benefit of the Lenders on account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable Guarantor’s liability hereunder, such additional amount Guarantor will notify the Administrative Agent in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on writing that such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments payment is made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this GuaranteeGuarantee for such purpose.

Guarantee of Payment and Performance. The Guarantors Guarantor hereby jointly and severally guarantee guarantees to the Purchasers Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, performance of all liabilities, agreements and other obligations of the ObligationsBorrower to the Lender, including including, without limitation, any and all such payments which would become due but for the operation obligations of the automatic stay pursuant Borrower to §362(a) the Lender arising out of or related to the Federal Bankruptcy Code and Loan Agreement, the operation of §§502(b) and 506(b) of Loan Documents or the Federal Bankruptcy Code in a bankruptcy Lender Guarantees, whether direct or other insolvency proceeding of indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (the Borrower"Obligations"). This Guarantee is an absolute, unconditional and continuing guaranty Guarantee of the full and punctual payment and performance of all of the Obligations and not of their collectability collectibility only and is in no way conditioned upon any requirement that the Purchasers Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Obligations, or should the joint and several Borrower or the Guarantor become insolvent or make a composition, trust mortgage or general assignment for the benefit of creditors, or if a proceeding under any federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally be filed or commenced by, against or in respect of the Borrower or the Guarantor, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, shall become immediately due and payable to the PurchasersLender, without demand or notice of any nature, all of which are expressly waived by the GuarantorsGuarantor. Payments by the Guarantors Guarantor hereunder may be required by the Purchasers Lender on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guarantee.

Guarantee of Payment and Performance. The Guarantors hereby jointly and severally guarantee to the Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This a. Guarantor's liability under this Guarantee is an absolute, unconditional and continuing guaranty a guarantee of the full and punctual payment and performance of all of the Obligations Loan Documents, and not of their collectability only merely collection of, the Note, and is in no way not conditioned or contingent upon any requirement that the Purchasers first attempt to collect genuineness, validity, regularity or enforceability of any of the Obligations from Loan Documents. Guarantor hereby agrees that Guarantor is liable even if Borrower had no liability at the time of execution of the Note or thereafter ceases to be liable, and Guarantor hereby waives any defenses based on the absence of such liability. b. Guarantor hereby agrees that Guarantor's liability may be larger in amount and more burdensome than that of Borrower. Guarantor's liability hereunder shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for the Loan, whether caused by hazardous substances or otherwise, Lender's failure to perfect a security interest in it or any disability or other defense of Borrower or any other Person guarantor or resort to pledgor. c. Guarantor hereby agrees that Guarantor's obligations under this Guarantee shall not be released, diminished, impaired, reduced or otherwise affected by the invalidity or unenforceability against Borrower of all or any collateral part of the obligations guaranteed hereby including, without limitation, any invalidity or unenforceability resulting from the fact that: (i) the act of Borrower in creating all or any part of the Guaranteed Obligations is ultra vires, (ii) the officers or re▇▇▇▇▇ntatives of Borrower executing and delivering the documents evidencing security or other means pertaining to partnership authority were acting in excess of obtaining payment. Should their authority, (iii) the payment of the Indebtedness by Borrower would have resulted i▇ ▇▇▇ ▇▇olation of any usury law, (iv) the Borrower default has valid defenses, claims or offsets (whether at law, in the payment equity or performance of by agreement) which render all or any part of the ObligationsGuaranteed Obligations unenforceable against Borrower, (v) the joint and several creation, pe▇▇▇▇▇▇▇▇e, or repayment by Borrower of the Guaranteed Obligations is illegal, legally impossible or unenforceable, (vi) one or more of the documents evidencing, securing or pertaining to the Guaranteed Obligations have been forged, altered or is otherwise irregular or unauthentic, or (vii) the obligations of the Guarantors hereunder with respect to such Obligations in default shallBorrower are invalid or unenforceable for any other reason, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, Guarantor shall be liable for all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Guaranteed Obligations as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had if no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly impediment to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this GuaranteeBorrower's liability existed.

Guarantee of Payment and Performance. The Guarantors hereby jointly and severally guarantee to the Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional present and continuing guaranty guarantee of the full and punctual payment and performance of all of the Payment Obligations and not a guarantee of their collectability only collection, and is in no way conditioned upon the Guarantor waives any requirement right to require that any action be brought against the Company or that Holder be required to exhaust any of its rights, benefits or privileges under the Note or any security given therefor; PROVIDED, HOWEVER, that nothing contained herein shall be construed to prevent Holder from exercising and enforcing any right, benefit or privilege which Holder may have under this Guarantee or the Note from time to time, and at any time, it being agreed that the Purchasers first attempt Guarantor's obligations hereunder are, and shall be, absolute, independent and unconditional under any and all circumstances. Should Holder seek to collect any enforce the obligations of the Obligations from Guarantor by action in any court, the Borrower Guarantor waives any necessity, substantive or procedural, that a judgment previously be rendered against the Company or that the Company or any other Person person or resort to any collateral security entity be joined in such action or other means of obtaining payment. Should that a separate action be brought against the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction Company or any political subdivision thereof other person or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunderentity. The obligations of the Guarantors under Guarantor hereunder are several from those of the Company or any other person or entity, and are primary obligations concerning which the Guarantor is the principal obligor. All waivers herein contained shall be without prejudice to the right of Holder at its option to proceed against the Company or any other person, whether by separate action or by joinder. The Guarantor agrees that this paragraph Guarantee shall survive the not be discharged except by payment in full in cash of all Payment Obligations and all Enforcement Cost Obligations. In the event that the Company or any other person liable shall fail so to pay any of the Payment Obligations or Enforcement Cost Obligations, the Guarantor agrees to pay the same when due to Holder or its designees, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Note. Each default in payment of principal of, premium, if any, or interest, if any, on any of the Payment Obligations or Enforcement Cost Obligations shall give rise to a separate cause of action hereunder and termination separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Note may make reference to this Guarantee. The Guarantor hereby agrees to pay and to indemnify and save Holder harmless from and against any damage, loss, cost or expense (including reasonable fees and expenses of attorneys) which Holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by Guarantor or the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guarantee, or the Note, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity of this Guarantee, the Note, or any of the Payment Obligations or Enforcement Cost Obligations.

Guarantee of Payment and Performance. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally guarantee irrevocably, on a joint and several basis with each other Guarantor, guarantees to the Purchasers U.S. Agent and U.S. Lenders: (a) the full and punctual payment by U.S. Borrower of the U.S. Obligations at any time payable under the Loan Documents in each case when and as the same shall become due (and payable, whether at stated maturity, by required pre-paymentpursuant to mandatory or optional prepayment, by acceleration or otherwise), as well as all in accordance with the performanceterms and provisions of this Guarantee, of the Credit Agreement and the other Loan Documents, including, without limitation, overdue interest, post-petition interest, indemnification payments and all of the Obligations, including all such payments obligations which would become due but for the operation of the automatic stay pursuant to §Section 362(a) of the Federal United States Bankruptcy Code and the operation of §§Sections 502(b) and 506(b) of the Federal United States Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guarantee is an absolute, unconditional and continuing guaranty of Code; and (b) the full and punctual payment and performance by U.S. Borrower of all duties, agreements, covenants and obligations of U.S. Borrower contained in the Obligations Credit Agreement and not the other Loan Documents, and the full and prompt payment, on demand, of their collectability only all reasonable costs and is expenses incurred by (x) U.S. Agent in no way conditioned upon connection with the negotiation, preparation, execution and delivery of this Guarantee and (y) U.S. Agent, U.S. Lenders or any requirement that trustee or agent acting on behalf of U.S. Agent and/or U.S. Lenders in enforcing any of its rights and remedies under this Guarantee, the Purchasers first attempt to collect Credit Agreement or any of the Obligations from the Borrower other Loan Documents, including, but not limited to, all reasonable attorneys’ fees and expenses (whether or not there is litigation), court costs and all costs in connection with any other Person or resort to proceedings under any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the ObligationsDebtor Relief Laws (collectively, the joint and several obligations of “Guarantied Obligations”), provided that the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the Purchasers, without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may shall not be required by the Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, liable for the account reasonable fees and expenses of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear more than one separate firm of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in attorneys representing U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this GuaranteeAgent.