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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: RAMCO GERSHENSON PROPERTIES TRUST | RAMCO-GERSHENSON PROPERTIES L.P | JPMORGAN CHASE BANK, N.A | RAMCO JACKSONVILLE LLC You are currently viewing:
This Guarantee Agreement involves

RAMCO GERSHENSON PROPERTIES TRUST | RAMCO-GERSHENSON PROPERTIES L.P | JPMORGAN CHASE BANK, N.A | RAMCO JACKSONVILLE LLC

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Title: GUARANTY
Date: 4/20/2007
Industry: Real Estate Operations     Law Firm: Honigman Miller Schwartz and Cohn LLP;Alston & Bird LLP    

GUARANTY, Parties: ramco gershenson properties trust , ramco-gershenson properties l.p , jpmorgan chase bank  n.a , ramco jacksonville llc
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                                                                     Exhibit 4.5

                                    GUARANTY

     This GUARANTY ("Guaranty") is executed as of March 30, 2007, by
RAMCO-GERSHENSON PROPERTIES L.P., a Delaware limited partnership ("Guarantor"),
for the benefit of JPMORGAN CHASE BANK, N.A., a national banking association
("Lender").

     A. RAMCO JACKSONVILLE LLC, a Delaware limited liability company
("Borrower") is indebted to Lender with respect to a loan ("Loan") pursuant to
that certain Amended and Restated Fixed Rate Note dated of even date herewith,
payable to the order of Lender in the original principal amount of $110,000,000
(together with all renewals, modifications, increases and extensions thereof,
the "Note"), which is secured by the liens and security interests of that
certain Amended and Restated Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing of even date herewith (as the same may be amended,
restated, extended, or otherwise modified from time to time, the "Mortgage"),
and further evidenced, secured or governed by the other Loan Documents (as
defined in the Note); and

     B. Lender is not willing to make the Loan, or otherwise extend credit, to
Borrower unless Guarantor unconditionally guarantees payment and performance to
Lender of the Guaranteed Obligations (as herein defined); and

     C. Guarantor is the owner of a direct or indirect interest in Borrower, and
Guarantor will directly benefit from Lender's making the Loan to Borrower.

     NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower
thereunder, and to extend such additional credit as Lender may from time to time
agree to extend under the Loan Documents, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:

                                    ARTICLE I

                          NATURE AND SCOPE OF GUARANTY

     1.1 Guaranty of Obligation. Guarantor hereby irrevocably and
unconditionally guarantees to Lender (and its successors and assigns), jointly
and severally, the payment and performance of the Guaranteed Obligations as and
when the same shall be due and payable, whether by lapse of time, by
acceleration of maturity or otherwise. Guarantor hereby irrevocably and
unconditionally covenants and agrees that it is liable for the Guaranteed
Obligations as a primary obligor, and that Guarantor shall fully perform each
and every term and provision hereof.

     1.2 Definition of Guaranteed Obligations. As used herein, the term
"Guaranteed Obligations" shall mean the Debt (as defined in the Note) in the
event (i) any petition or proceeding for bankruptcy, reorganization or
arrangement pursuant to federal bankruptcy law, or any similar federal or state
law, shall be filed by Borrower or any affiliate of Borrower with respect to
Borrower (or if any such petition or proceeding was not so filed by Borrower,
but Borrower or Guarantor or their respective agents, affiliates, officers or
employees consented to,


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acquiesced in arranged or otherwise participated in bringing about the
institution of such petition or proceeding) or (ii) Borrower fails to satisfy
its obligations pursuant to Sections 1(ii)(b)(3), (4), (5) and (6) of the Note
or Section 1(ii)(c) of the Note, as applicable. In addition, the Guaranteed
Obligations shall also include and Guarantor shall also be liable for, and shall
indemnify, defend and hold Lender, its successors and assigns, and their
respective shareholders, employees, officers, directors, and agents (each an
"Indemnified Party") harmless from and against, any and all loss, cost, expense,
damage, claim or other obligation (including, without limitation, reasonable
attorney's fees and costs of defense) incurred or suffered by Lender and arising
out of or in connection with the following matters listed in subsections (a)
through (l) below, excluding any liability, loss, damage, claim or obligation to
the extent caused by or resulting from the negligent or grossly negligent acts
of an Indemnified Party:

          (a) Borrower fails to obtain Lender's prior written consent to any
subordinate financing (except as permitted in Section 9(d) of the Mortgage) or
any other encumbrance on the Property, or any transfer of the Property or direct
or indirect equity interest in Borrower in violation of Section 12 of the
Mortgage;

          (b) the misapplication by Borrower, its agents, affiliates, officers
or employees of any funds derived from the Property, including security
deposits, insurance proceeds and condemnation awards, in violation of the Loan
Documents;

          (c) Borrower's failure to apply proceeds of rents or any other
payments in respect of the leases and other income from the Property or any
other collateral when received to the costs of maintenance and operation of the
Property to capital expenditures for the Property and/or leasing costs, tenant
improvements and tenant allowances under leases at the Property and to the
payment of taxes, lien claims, insurance premiums, monthly payments of principal
and interest or escrow payments or other payments due under the Loan Documents
to the extent the Loan Documents require such proceeds to be then so applied;

          (d) any litigation or other legal proceeding related to the Debt filed
by Borrower or any Guarantor or indemnitor that delays or impairs Lender's
ability to preserve, enforce or foreclose its lien on the Property, including,
but not limited to, the filing of a voluntary petition concerning Borrower under
the U.S. Bankruptcy Code, in which action a claim, counterclaim, or defense is
asserted against Lender, other than any litigation or other legal proceeding in
which a final, non-appealable judgment for money damages or injunctive relief is
entered against Lender;

          (e) the seizure or forfeiture of the Property, or any portion thereof,
or Lender's interest therein, resulting from criminal wrongdoing by Borrower,
its agents, affiliates, officers or employees;

          (f) the involuntary bankruptcy of Borrower if Borrower and any
guarantor are not using their best efforts to obtain dismissal of the bankruptcy
proceeding;

          (g) waste to the Property caused by the acts or omissions of Borrower,
its agents, affiliates, officers, employees or contractors; or the removal or
disposal of any portion of the Property by Borrower, its agents, affiliates,
officers, employees or contractors after an Event


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of Default to the extent such Property is not replaced by Borrower with like
property of equivalent value, function and design;

          (h) failure by Borrower to pay any or all such taxes, assessments or
premiums in accordance with the terms of the Mortgage (except for taxes and
assessment which accrue, and premiums which are payable, after either (1) the
date that Lender takes title to the Property by foreclosure, deed-in-lieu of
foreclosure or otherwise or (2) Lender obtains the appointment of a receiver or
otherwise takes possession directly as a mortgagee in possession (provided,
that, Borrower has relinquished possession and control of the Property to such
receiver or Lender and is not disputing the receivership or possession by the
receiver or Lender)), provided, however that Guarantor's liability hereunder
with respect to the failure of Borrower to pay such taxes shall be limited to
all amounts available to Borrower from the cash flow of the Property;

           (i) in the event of fraud or material misrepresentation by Borrower or
Guarantor in connection with the Loan Documents or any other documents delivered
by Borrower or Guarantor to Lender in connection with the Loan;

          (j) in the event the first full Monthly Installment (as defined in the
Note) is not paid when due;

          (k) in the event there shall occur any material breach or default
under the provisions of Section 9 of the Mortgage (entitled "Single Purpose
Entity/Separateness"); or

           (l) the breach by Borrower of any indemnification of Lender as set
forth in Section 19(c) of the Mortgage.

     1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute,
continuing guaranty of payment and performance, is joint and several and is not
a guaranty of collection. This Guaranty may not be revoked by Guarantor and
shall continue to be effective with respect to any Guaranteed Obligations
arising or created after any attempted revocation by Guarantor and after (if
Guarantor is a natural person) Guarantor's death (in which event this Guaranty
shall be binding upon Guarantor's estate and Guarantor's legal representatives
and heirs). The fact that at any time or from time to time the Guaranteed
Obligations may be increased or reduced shall not release or discharge the
obligation of Guarantor to Lender with respect to Guaranteed Obligations. This
Guaranty may be enforced by Lender and any subsequent holder of the Note and
shall not be discharged by the assignment or negotiation of all or part of the
Note.

     1.4 Guaranteed Obligations Not Reduced by Offset. The Guaranteed
Obligations and the liabilities and obligations of Guarantor to Lender
hereunder, shall not be reduced, discharged or released because or by reason of
any existing or future offset, claim or defense of Borrower, or any other party,
against Lender or against payment of the Guaranteed Obligations, whether such
offset, claim or defense arises in connection with the Guaranteed Obligations
(or the transactions creating the Guaranteed Obligations) or otherwise.

     1.5 Payment by Guarantor. If all or any part of the Guaranteed Obligations,
as limited by Section 1.2, shall not be punctually paid when due, whether at
maturity or earlier by acceleration or otherwise, Guarantor shall, immediately
upon demand by Lender, and without presentment, protest, notice of protest,
notice of non-payment, notice of intention to accelerate


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<PAGE>

the maturity, notice of acceleration of the maturity, or any other notice
whatsoever, pay in lawful money of the United States of America, the amount due
on the Guaranteed Obligations to Lender at Lender's address as set forth herein.
Such demand(s) may be made at any time coincident with or after the time for
payment of all or part of the Guaranteed Obligations, and may be made from time
to time with respect to the same or different items of Guaranteed Obligations.
Such demand shall be deemed made, given and received in accordance with the
notice provisions hereof.

     1.6 No Duty to Pursue Others. It shall not be necessary for Lender (and
Guarantor hereby waives any rights which Guarantor may have to require Lender),
in order to enforce such payment by Guarantor, first to (i) institute suit or
exhaust its remedies against Borrower or others liable on the Loan or the
Guaranteed Obligations or any other person, (ii) enforce Lender's rights against
any collateral which shall ever have been given to secure the Loan, (iii)
enforce Lender's rights against any other guarantors of the Guaranteed
Obligations, (iv) join Borrower or any others liable on the Guaranteed
Obligations in any action seeking to enforce this Guaranty, (v) exhaust any
remedies available to Lender against any collateral which shall ever have been
given to secure the Loan, or (vi) resort to any other means of obtaining payment
of the Guaranteed Obligations. Lender shall not be required to mitigate damages
or take any other action to reduce, collect or enforce the Guaranteed
Obligations.

     1.7 Waivers. Guarantor agrees to the provisions of the Loan Documents, and
hereby waives notice of (i) any loans or advances made by Lender to Borrower,
(ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note
or of any other Loan Documents, (iv) the execution and delivery by Borrower and
Lender of any other loan or credit agreement or of Borrower's execution and
delivery of any promissory notes or other documents arising under the Loan
Documents or in connection with the Property, (v) the occurrence of any breach
by Borrower or Event of Default, (vi) Lender's transfer or disposition of the
Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure (or
posting or advertising for sale or foreclosure) of any collateral for the
Guaranteed Obligations, (viii) protest, proof of non-payment or default by
Borrower, or (ix) any other action at any time taken or omitted by Lender, and,
generally, all demands and notices of every kind in connection with this
Guaranty, the Loan Documents, any documents or agreements evidencing, securing
or relating to any of the Guaranteed Obligations and the obligations hereby
guaranteed.

     1.8 Payment of Expenses. In the event that Guarantor should breach or fail
to timely perform any provisions of this Guaranty, Guarantor shall, immediately
upon demand by Lender, pay Lender all costs and expenses (including court costs
and reasonable attorneys' fees) incurred by Lender in the enforcement hereof or
the preservation of Lender's rights hereunder. The covenant contained in this
section shall survive the payment and performance of the Guaranteed Obligations.

     1.9 Effect of Bankruptcy. In the event that, pursuant to any insolvency,
bankruptcy, reorganization, receivership or other action under any debtor relief
law, or any judgment, order or decision thereunder, Lender must rescind or
restore any payment, or any part thereof, received by Lender in satisfaction of
the Guaranteed Obligations, as set forth herein, any prior release or discharge
from the terms of this Guaranty given to Guarantor by Lender shall be without
effect, and this Guaranty shall remain in full force and effect. It is the
intention of Borrower and


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<PAGE>

Guarantor that Guarantor's obligations hereunder shall not be discharged except
by Guarantor's performance of such obligations and then only to the extent of
such performance.

     1.10 Deferment of Rights of Subrogation, Reimbursement and Contribution.

          (a) Notwithstanding any payment or payments made by any Guarantor
hereunder, no Guarantor will assert or exercise any right of Lender or of such
Guarantor against Borrower to recover the amount of any payment made by such
Guarantor to Lender by way of subrogation, reimbursement, contribution,
indemnity, or otherwise arising by contract or operation of law, and such
Guarantor shall not have any right of recourse to or any claim against assets or
property of Borrower, whether or not the obligations of Borrower have been
satisfied, all of such rights being herein expressly waived by such Guarantor.
If any amount shall nevertheless be paid to a Guarantor by Borrower or another
Guarantor prior to payment in full of the Obligations (hereinafter defined),
such amount shall be held in trust for the benefit of Lender and shall forthwith
be paid to Lender to be credited and applied to the Obligations, whether matured
or unmatured. The provisions of this section shall survive the termination of
this Guaranty, and any satisfaction and discharge of Borrower by virtue of any
payment, court order or any applicable law.

          (b) Notwithstanding the provisions of Section 1.10(a), each Guarantor
shall have and be entitled to (1) all rights of subrogation otherwise provided
by applicable law in respect of any payment it may make or be obligated to make
under this Guaranty, and (2) all claims it would have against Borrower or any
other Guarantor in the absence of Section 1.10(a) and to assert and enforce
same, in each case on and after, but at no time prior to, the date (the
"Subrogation Trigger Date") which is 91 days after the date on which all sums
owed to Lender under the Loan Documents (the "Obligations") have been paid in
full, if and only if (x) no Event of Default of the type described in Sections
22(f) or 22(g) of the Mortgage with respect to Borrower or any other Guarantor
has existed at any time on and after the date of this Guaranty to and including
the Subrogation Trigger Date and (y) the existence of each Guarantor's rights
under this Section 1.10(b) would not make such Guarantor a creditor (as defined
in the Bankruptcy Code, as such term is hereinafter defined) of Borrower or any
other Guarantor in any insolvency, bankruptcy, reorganization or similar
proceeding commenced on or prior to the Subrogation Trigger Date.

     1.11 Bankruptcy Code Waiver. It is the intention of the parties that no
Guarantor shall be deemed to be a "creditor" or "creditors" (as defined in
Section 101 of the United States Bankruptcy Code (the "Bankruptcy Code")) of
Borrower, or any such Guarantor, by reason of the existence of this Guaranty, in
the event that Borrower or any such Guarantor, becomes a debtor in


 
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