Exhibit 10.107
GUARANTY
THIS GUARANTY (this “
Guaranty ”) is made effective as of June 8, 2006 by
INLAND AMERICAN REAL ESTATE TRUST, INC. (the “
Guarantor ”) in favor of CE INVESTMENT ASSOCIATES 2001
LLC (together with its permitted successors and assigns, the
“ Investor ”)
RECITALS
WHEREAS, INLAND AMERICAN BRISTOL
MEMBER II, L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of Guarantor (“ Inland
”), and Investor entered into that certain Limited Liability
Company Agreement (the “ LLC Agreement ”), dated
as of the date hereof, of Inland American Ceruzzi Bristol Member,
L.L.C. (the “ Company ”);
WHEREAS, pursuant to the terms of
the LLC Agreement, Inland is required, from time to time, to cause
the Company to make a payment to the Investor of the
“Investor Preferred Return” (as such term is defined
and determined under the LLC Agreement), and may be required, from
to time, to cause the Company to make a payment to the Investor of
the “Investor Liquidation Amount” (as such term is
defined and determined under the LLC Agreement); and
WHEREAS, in order to induce the
Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of
the Company to make payments to the Investor if, when and solely to
the extent required under the terms of the LLC Agreement, of the
Investor Liquidation Amount.
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:
1.
Guaranty . The Guarantor hereby unconditionally and
irrevocably guarantees to the Investor (and/or its permitted
successors and assigns) (i) from and after twenty-four (24)
months after the date hereof, any obligation of the Company, if and
when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such
amounts are required to be paid by the Company to the Investor
under the terms of Section 10.9 of the LLC Agreement, and
(ii) notwithstanding anything to the contrary set forth
herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred
Return.
2.
Consent to Terms
. The Guarantor hereby
consents, without notice to the Guarantor, to the extension, in
whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the
Investor Liquidation Amount under the LLC Agreement, and agrees in
case the dates of such payment shall be extended in whole or in
part, that all moneys due hereunder shall be paid when due
according to such extension or extensions. The Guarantor
further consents to the waiving or amendment by Inland and the
Investor of any term, covenant, or condition of the LLC
Agreement.
3.
Waiver of Presentment
. The Guarantor hereby waives
presentment, demand of payment from the maker, protest, and notice
of nonpayment. The Guarantor hereby waives notice of
acceptance of this Guaranty by the Investor and any and all notices
and demands of every kind and description which may be required to
be given by any statute or rule of law, and agrees that the
liability of the Guarantor hereunder shall in no way be affected,
diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity
which shall have assumed the obligations thereof) or by any waiver
of any term, covenant, or condition in the LLC Agreement by the
Investor or by reason of any change or modification in the LLC
Agreement, or by the acceptance of additional security.
4.
No Exhaustion of Other
Remedies . The
Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising
any other right available to it under the terms of the LLC
Agreement or against any other person or entity, and the exercise
of any of the aforementioned rights shall not constitute a legal or
equitable discharge of the Guarantor, it being the purpose and
intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.
5.
Restatement of
Guaranty . This
Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must
otherwise be returned by the Investor upon the insolvency,
bankruptcy, or reorganization of Inland and/or the Company or
otherwise, all as though such payment had not been made.
6.
Waiver of Promptness
. The Guarantor hereby waives
promptness, diligence, notice of acceptance, and any other notice
with respect to any of the terms, covenants, or conditions of the
LLC Agreement, and this Guaranty and any requirement that the
Company protect, secure, perfect, or insure any security interest,
lien, or any property subject thereto or exhaust any right or take
any action against the Company or any other person, entity, or any
collateral.
7.
Governing Law
. This Guaranty, the rights
and obligations of the parties hereto, and any claims or disputes
relating thereto shall be governed by and construed in accordance
with the laws of the State of Delaware (but not including the
choice of law rules thereof).
8.
Creditor’s
Rights . The
rights, powers, privileges, and discretions (the “
rights ”) to which the Investor may be entitled
hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns. All the rights of the
Investor are cumulative and not alternative and may be enforced
successively or concurrently. Failure of the Investor to
exercise any of its rights shall not be deemed a waiver thereof,
and no waiver of any of its rights shall be deemed to apply to any
other rights, nor shall it be effective unless in writing and
signed by the Creditor. The terms, covenants, and conditions
of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns. The Guarantor may not delegate or
assign any of its obligations under this Guaranty.
9.
Severability
. In case any provision (or
any part of any provision) contained in this Guaranty shall for any
reason be held to be invalid, illegal, or unenforceable in any
respect,
2
such invalidity, illegality, or unenforceability
shall not affect any other provision (or remaining part of the
affected provision) of this Guaranty but this Guaranty shall be
construed as if such invalid, illegal, or unenforceable provision
(or part thereof) had never been contained herein but only to the
extent it is invalid, illegal, or unenforceable.
10.
Gender; Captions
. When used herein, the
singular shall include the plural, the plural the singular, and the
use of any gender shall be applicable to all genders.
Section headings are used solely for the convenience of the
parties and are not intended to limit or define any
section.
11.
Time of Essence
. Time is of the essence to
each and every provision of this Guaranty.
IN WITNESS WHEREOF, the Guarantor
has executed and delivered this instrument under seal effective as
of the date first above written.
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WITNESS/ATTEST
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GUARANTOR:
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INLAND AMERICAN REAL ESTATE
TRUST, INC.
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By:
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(SEAL)
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Name: G. Joseph Cosenza
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Title: Authorized Agent
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3
GUARANTY
THIS GUARANTY (this “
Guaranty ”) is made effective as of June 8, 2006 by
INLAND AMERICAN REAL ESTATE TRUST, INC. (the “
Guarantor ”) in favor of CE INVESTMENT ASSOCIATES 2001
LLC (together with its permitted successors and assigns, the
“ Investor ”)
RECITALS
WHEREAS, INLAND AMERICAN FRAMINGHAM
MEMBER II, L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of Guarantor (“ Inland
”), and Investor entered into that certain Limited Liability
Company Agreement (the “ LLC Agreement ”), dated
as of the date hereof, of Inland American Ceruzzi Framingham
Member, L.L.C. (the “ Company ”);
WHEREAS, pursuant to the terms of
the LLC Agreement, Inland is required, from time to time, to cause
the Company to make a payment to the Investor of the
“Investor Preferred Return” (as such term is defined
and determined under the LLC Agreement), and may be required, from
to time, to cause the Company to make a payment to the Investor of
the “Investor Liquidation Amount” (as such term is
defined and determined under the LLC Agreement); and
WHEREAS, in order to induce the
Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of
the Company to make payments to the Investor if, when and solely to
the extent required under the terms of the LLC Agreement, of the
Investor Liquidation Amount.
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:
1.
Guaranty . The Guarantor hereby unconditionally and
irrevocably guarantees to the Investor (and/or its permitted
successors and assigns) (i) from and after twenty-four (24)
months after the date hereof, any obligation of the Company, if and
when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such
amounts are required to be paid by the Company to the Investor
under the terms of Section 10.9 of the LLC Agreement, and
(ii) notwithstanding anything to the contrary set forth
herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred
Return.
2.
Consent to Terms
. The Guarantor hereby
consents, without notice to the Guarantor, to the extension, in
whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the
Investor Liquidation Amount under the LLC Agreement, and agrees in
case the dates of such payment shall be extended in whole or in
part, that all moneys due hereunder shall be paid when due
according to such extension or
extensions. The Guarantor further consents
to the waiving or amendment by Inland and the Investor of any term,
covenant, or condition of the LLC Agreement.
3.
Waiver of Presentment
. The Guarantor hereby waives
presentment, demand of payment from the maker, protest, and notice
of nonpayment. The Guarantor hereby waives notice of
acceptance of this Guaranty by the Investor and any and all notices
and demands of every kind and description which may be required to
be given by any statute or rule of law, and agrees that the
liability of the Guarantor hereunder shall in no way be affected,
diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity
which shall have assumed the obligations thereof) or by any waiver
of any term, covenant, or condition in the LLC Agreement by the
Investor or by reason of any change or modification in the LLC
Agreement, or by the acceptance of additional security.
4.
No Exhaustion of Other
Remedies . The
Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising
any other right available to it under the terms of the LLC
Agreement or against any other person or entity, and the exercise
of any of the aforementioned rights shall not constitute a legal or
equitable discharge of the Guarantor, it being the purpose and
intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.
5.
Restatement of
Guaranty . This
Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must
otherwise be returned by the Investor upon the insolvency,
bankruptcy, or reorganization of Inland and/or the Company or
otherwise, all as though such payment had not been made.
6.
Waiver of Promptness
. The Guarantor hereby waives
promptness, diligence, notice of acceptance, and any other notice
with respect to any of the terms, covenants, or conditions of the
LLC Agreement, and this Guaranty and any requirement that the
Company protect, secure, perfect, or insure any security interest,
lien, or any property subject thereto or exhaust any right or take
any action against the Company or any other person, entity, or any
collateral.
7.
Governing Law
. This Guaranty, the rights
and obligations of the parties hereto, and any claims or disputes
relating thereto shall be governed by and construed in accordance
with the laws of the State of Delaware (but not including the
choice of law rules thereof).
8.
Creditor’s
Rights . The
rights, powers, privileges, and discretions (the “
rights ”) to which the Investor may be entitled
hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns. All the rights of the
Investor are cumulative and not alternative and may be enforced
successively or concurrently. Failure of the Investor to
exercise any of its rights shall not be deemed a waiver thereof,
and no waiver of any of its rights shall be deemed to apply to any
other rights, nor shall it be effective unless in writing and
signed by the Creditor. The terms, covenants, and conditions
of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns. The Guarantor may not delegate or
assign any of its obligations under this Guaranty.
2
9.
Severability
. In case any provision (or
any part of any provision) contained in this Guaranty shall for any
reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected
provision) of this Guaranty but this Guaranty shall be construed as
if such invalid, illegal, or unenforceable provision (or part
thereof) had never been contained herein but only to the extent it
is invalid, illegal, or unenforceable.
10.
Gender; Captions
. When used herein, the
singular shall include the plural, the plural the singular, and the
use of any gender shall be applicable to all genders.
Section headings are used solely for the convenience of the
parties and are not intended to limit or define any
section.
11.
Time of Essence
. Time is of the essence to
each and every provision of this Guaranty.
IN WITNESS WHEREOF, the Guarantor
has executed and delivered this instrument under seal effective as
of the date first above written.
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WITNESS/ATTEST
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GUARANTOR:
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INLAND AMERICAN REAL ESTATE
TRUST, INC.
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By:
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(SEAL)
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Name: G. Joseph Cosenza
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Title: Authorized Agent
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3
GUARANTY
THIS GUARANTY (this “
Guaranty ”) is made effective as of June 8, 2006 by
INLAND AMERICAN REAL ESTATE TRUST, INC. (the “
Guarantor ”) in favor of CE INVESTMENT ASSOCIATES 2001
LLC (together with its permitted successors and assigns, the
“ Investor ”)
RECITALS
WHEREAS, INLAND AMERICAN CUMBERLAND
MEMBER II, L.L.C., a Delaware limited liability company and a
wholly owned subsidiary of Guarantor (“ Inland
”), and Investor entered into that certain Limited Liability
Company Agreement (the “ LLC Agreement ”), dated
as of the date hereof, of Inland American Ceruzzi Cumberland
Member, L.L.C. (the “ Company ”);
WHEREAS, pursuant to the terms of
the LLC Agreement, Inland is required, from time to time, to cause
the Company to make a payment to the Investor of the
“Investor Preferred Return” (as such term is defined
and determined under the LLC Agreement), and may be required, from
to time, to cause the Company to make a payment to the Investor of
the “Investor Liquidation Amount” (as such term is
defined and determined under the LLC Agreement); and
WHEREAS, in order to induce the
Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of
the Company to make payments to the Investor if, when and solely to
the extent required under the terms of the LLC Agreement, of the
Investor Liquidation Amount.
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Guarantor hereby agrees as follows:
1.
Guaranty . The Guarantor hereby unconditionally and
irrevocably guarantees to the Investor (and/or its permitted
successors and assigns) (i) from and after twenty-four (24)
months after the date hereof, any obligation of the Company, if and
when applicable, to make a payment to the Investor of its Investor
Liquidation Amount, as, when and solely to the extent that such
amounts are required to be paid by the Company to the Investor
under the terms of Section 10.9 of the LLC Agreement, and
(ii) notwithstanding anything to the contrary set forth
herein, any obligation of the Company, if and when applicable, to
make a payment to the Investor of its Investor Preferred
Return.
2.
Consent to Terms
. The Guarantor hereby
consents, without notice to the Guarantor, to the extension, in
whole or in part from time to time, whether or not for a term in
excess of the original term, of the time for payment of the
Investor Liquidation Amount under the LLC Agreement, and agrees in
case the dates of such payment shall be extended in whole or in
part, that all moneys due hereunder shall be paid when due
according to such extension or
extensions. The Guarantor further consents
to the waiving or amendment by Inland and the Investor of any term,
covenant, or condition of the LLC Agreement.
3.
Waiver of Presentment
. The Guarantor hereby waives
presentment, demand of payment from the maker, protest, and notice
of nonpayment. The Guarantor hereby waives notice of
acceptance of this Guaranty by the Investor and any and all notices
and demands of every kind and description which may be required to
be given by any statute or rule of law, and agrees that the
liability of the Guarantor hereunder shall in no way be affected,
diminished, or released by any forbearance which may be granted to
the Company (or to any successor thereto or to any person or entity
which shall have assumed the obligations thereof) or by any waiver
of any term, covenant, or condition in the LLC Agreement by the
Investor or by reason of any change or modification in the LLC
Agreement, or by the acceptance of additional security.
4.
No Exhaustion of Other
Remedies . The
Guarantor hereby agrees that nothing herein contained shall prevent
the Investor from suing under the LLC Agreement, or from exercising
any other right available to it under the terms of the LLC
Agreement or against any other person or entity, and the exercise
of any of the aforementioned rights shall not constitute a legal or
equitable discharge of the Guarantor, it being the purpose and
intent of the Guarantor that its obligations under this Guaranty
shall be absolute and unconditional.
5.
Restatement of
Guaranty . This
Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment is rescinded or must
otherwise be returned by the Investor upon the insolvency,
bankruptcy, or reorganization of Inland and/or the Company or
otherwise, all as though such payment had not been made.
6.
Waiver of Promptness
. The Guarantor hereby waives
promptness, diligence, notice of acceptance, and any other notice
with respect to any of the terms, covenants, or conditions of the
LLC Agreement, and this Guaranty and any requirement that the
Company protect, secure, perfect, or insure any security interest,
lien, or any property subject thereto or exhaust any right or take
any action against the Company or any other person, entity, or any
collateral.
7.
Governing Law
. This Guaranty, the rights
and obligations of the parties hereto, and any claims or disputes
relating thereto shall be governed by and construed in accordance
with the laws of the State of Delaware (but not including the
choice of law rules thereof).
8.
Creditor’s
Rights . The
rights, powers, privileges, and discretions (the “
rights ”) to which the Investor may be entitled
hereunder shall inure to the benefit of the Investor and its
permitted successors and assigns. All the rights of the
Investor are cumulative and not alternative and may be enforced
successively or concurrently. Failure of the Investor to
exercise any of its rights shall not be deemed a waiver thereof,
and no waiver of any of its rights shall be deemed to apply to any
other rights, nor shall it be effective unless in writing and
signed by the Creditor. The terms, covenants, and conditions
of or imposed upon the Guarantor herein shall be binding upon its
successors and assigns. The Guarantor may not delegate or
assign any of its obligations under this Guaranty.
2
9.
Severability
. In case any provision (or
any part of any provision) contained in this Guaranty shall for any
reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected
provision) of this Guaranty but this Guaranty shall be construed as
if such invalid, illegal, or unenforceable provision (or part
thereof) had never been contained herein but only to the extent it
is invalid, illegal, or unenforceable.
10.
Gender; Captions
. When used herein, the
singular shall include the plural, the plural the singular, and the
use of any gender shall be applicable to all genders.
Section headings are used solely for the convenience of the
parties and are not intended to limit or define any
section.
11.
Time of Essence
. Time is of the essence to
each and every provision of this Guaranty.
IN WITNESS WHEREOF, the Guarantor
has executed and delivered this instrument under seal effective as
of the date first above written.
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WITNESS/ATTEST
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GUARANTOR:
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INLAND AMERICAN REAL ESTATE
TRUST, INC.
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|
|
|
|
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By:
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(SEAL)
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Name: G. Joseph Cosenza
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Title: Authorized Agent
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3
GUARANTY
THIS GUARANTY (this “
Guaranty ”) is made effective as of June 8, 2006 by
INLAND AMERICAN REAL ESTATE TRUST, INC. (the “
Guarantor ”) in favor of CE INVESTMENT ASSOCIATES 2001
LLC (together with its permitted successors and assigns, the
“ Investor ”)
RECITALS
WHEREAS, INLAND AMERICAN GREENVILLE
PLEASANTBURG MEMBER II, L.L.C., a Delaware limited liability
company and a wholly owned subsidiary of Guarantor (“
Inland ”), and Investor entered into that certain
Limited Liability Company Agreement (the “ LLC
Agreement ”), dated as of the date hereof, of Inland
American Ceruzzi Greenville Pleasantburg Member, L.L.C. (the
“ Company ”);
WHEREAS, pursuant to the terms of
the LLC Agreement, Inland is required, from time to time, to cause
the Company to make a payment to the Investor of the
“Investor Preferred Return” (as such term is defined
and determined under the LLC Agreement), and may be required, from
to time, to cause the Company to make a payment to the Investor of
the “Investor Liquidation Amount” (as such term is
defined and determined under the LLC Agreement); and
WHEREAS, in order to induce the
Investor to execute the LLC Agreement, the Guarantor desires to
execute this Guaranty, guaranteeing certain of the obligations of
the Company to make payments to the Investor if, when and solely to
the extent required under the terms of the LLC Agreement, of the
Investor Liquidation Amount.
NOW, THEREFOR
