Exhibit 10.3
Execution Version
GKK 2 HERALD MEZZ LLC
GUARANTEE AGREEMENT
THIS GUARANTEE
AGREEMENT (as amended,
modified, waived, supplemented, extended, restated or replaced from
time to time, this “ Guarantee ”), is made as of the
7 th day of April, 2009, by GKK 2 HERALD
MEZZ LLC , a Delaware limited liability company (together with
its successors and permitted assigns, the “ Guarantor ”, as a guarantor, for the
benefit of the several banks and other financial institutions as
are, or may from time to time become parties to the Credit
Agreement (as defined below) (each, together with its successors
and assigns, a “ Lender ” and, collectively, the
“ Lenders ”),
and WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking
association, as administrative agent for the Lenders hereunder (in
such capacity, together with its successors and assigns, the
“ Administrative
Agent ”). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the
Credit Agreement (defined below).
RECITALS:
WHEREAS , under and subject to the terms of the Credit
Agreement, dated as of July 18, 2008 (as amended, modified,
restated, replaced, waived, substituted, supplemented or extended
from time to time, the “ Credit
Agreement ”), by and among Gramercy Warehouse
Funding I LLC, a Delaware limited liability company (together with
its successors and permitted assigns, “ GWF-I ”), as a borrower, GKK Trading
Warehouse I LLC, a Delaware limited liability company (together
with its successors and permitted assigns, “ GKK Trading ” and together with
GWF-I and any other Person that becomes a borrower under the Credit
Documents, the “ Borrowers ”), as a borrower,
Gramercy Capital Corp., a Maryland corporation (together with its
successors and permitted assigns, “ Parent ”), as a guarantor, GKK
Capital LP, a Delaware limited partnership (together with its
successors and permitted assigns, “ GKK Capital ”), as a guarantor,
Gramercy Investment Trust, a Maryland real estate investment trust
(together with its successors and permitted assigns, “
Gramercy REIT ”), as
a guarantor, GKK Trading Corp . , a Delaware corporation
(together with its successors and permitted assigns, “
GTC ”, and, together
with Parent, GKK Capital and Gramercy REIT, the “ Parent
Guarantors ”), the Lenders and the Administrative Agent,
the Borrowers and the Lenders have agreed that the Lenders may make
certain loans to the Borrowers subject to the terms and conditions
of the Credit Agreement;
WHEREAS, simultaneously with the
execution of this Guarantee, the Borrowers, the Parent Guarantors
and the Administrative Agent will be executing and delivering an
Amendment to the Credit Agreement (the “ Amendment
”);
WHEREAS , the Guarantor and GKK 885 Third Mezz LLC are
indirect, wholly owned subsidiaries of the Parent and, as such, the
Guarantor will benefit directly or indirectly from the transactions
contemplated under the Credit Agreement, as amended by the
Amendment; and
WHEREAS , it was a condition precedent to the
effectiveness of the Amendment that the Guarantor shall have
executed and delivered this Guarantee in connection with the
reimbursement obligations of GKK Capital which currently exist or
may subsequently arise in connection with the Administrative
Agent’s Clean, Irrevocable Standby Letter of Credit Number
SM226417W, issued on June 22, 2007 for the benefit of GKK
Capital as applicant and naming GFW-1 and Gramercy Warehouse
Funding II as beneficiaries (collectively, the “ Guarantee
Obligations ”).
NOW, THEREFORE
, based upon the foregoing Recitals
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Guarantor,
intending to be legally bound, hereby agrees as follows:
1.
Defined Terms The following term is
defined for purposes of this Guarantee as follows:
“
Pledged Collateral ” shall have the meaning assigned
thereto in the Pledge Agreement.
2.
Guarantee of Payment and Performance .
(a)
The Guarantor hereby unconditionally and irrevocably guarantees to
the Administrative Agent and the Lenders the prompt and complete
payment and performance by each Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Guarantee
Obligations.
(b)
The Guarantor further agrees to pay any and all reasonable expenses
(including, without limitation, all reasonable fees and
disbursements of counsel) which may be paid or incurred by the
Administrative 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 Guarantee Obligations and/or
enforcing any rights with respect to, or collecting against, the
Guarantor under this Guarantee. This Guarantee shall remain
in full force and effect until the Obligations are paid in full,
notwithstanding that from time to time prior thereto the Borrowers
may be free from any Obligations.
(c)
No payment or payments made by any Borrower or any other Person or
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 such payment or payments, remain liable for the
amount of the Obligations until the Obligations are paid in
full.
(d)
The Guarantor agrees that whenever, at any time, or from time to
time, the Guarantor shall make any payment to the Administrative
Agent for the ratable benefit of the Lenders on account of the
Guarantor’s liability hereunder, the Guarantor will notify
the Administrative Agent in writing that such payment is made under
this Guarantee for such purpose.
3.
Release of Collateral, Parties Liable, etc.
The Guarantor agrees that
(a) any or all of the Collateral, the Pledged Collateral and
other collateral, security and Property now or hereafter held for
the Guarantee or the Guarantee Obligations may be exchanged,
released, terminated, modified, sold, assigned, participated,
pledged, compromised, surrendered or otherwise transferred or
disposed of from time to time; (b) except as expressly set
forth in the Credit Documents, the Administrative Agent and the
Lenders shall have no obligation to protect, perfect, secure or
insure any Collateral, the Pledged Collateral or any collateral,
security, Property, Liens, interests or encumbrances now or
hereafter held for the Guarantee or the Guarantee Obligations or
the Properties subject thereto; (c) the time, place, manner or
terms of payment of the Guarantee Obligations may be changed or
extended, in whole or in part, to a time certain or otherwise, and
may be renewed or accelerated, in whole or in part; (d) the
Borrowers, the Pledgors, the other Credit Parties and other Persons
may be granted indulgences generally; (e) any of the
provisions of the Credit Agreement and the other Credit Documents
and the Guarantee Obligations may be modified, amended,
waived,
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supplemented, replaced or restated from time to
time; (f) any party liable for the payment of the Guarantee
Obligations, including, without limitation, other guarantors, may
be granted indulgences or released; and (g) any deposit
balance for the credit of the Borrowers or any other Person liable
for the payment of the Guarantee Obligations, including, without
limitation, other guarantors, or liable upon any security therefor,
may be released, in whole or in part, at, before and/or after the
stated, extended or accelerated maturity of the Guarantee
Obligations, all of the foregoing in clauses (a) through
(g) without notice to or further assent by the Guarantor, who
shall remain bound thereon, notwithstanding any such exchange,
compromise, surrender, extension, renewal, acceleration,
modification, indulgence, release or other act.
4.
Waiver of Rights .
The Guarantor expressly
waives: (a) notice of acceptance of this Guarantee by
the Administrative Agent, the Lenders or any other guarantor and of
all extensions of credit, loans or advances to or purchases from
the Borrowers by the Administrative Agent or the Lenders;
(b) presentment and demand for payment of any of the Guarantee
Obligations; (c) protest and notice of dishonor or of default
to the Guarantor or to any other Person with respect to the
Guarantee Obligations or with respect to any collateral, security
or Property therefor; (d) notice of the Administrative Agent
or the Lenders obtaining, amending, substituting for, releasing,
waiving, modifying, extending, replacing or restating all or any
portion of the Guarantee Obligations, the Credit Agreement, any
other Credit Document, other guarantees or any Lien now or
hereafter securing the Guarantee Obligations or the Guarantee, or
the Administrative Agent or the Lenders subordinating,
compromising, discharging, terminating or releasing such Liens;
(e) notice of the execution and delivery by the Borrowers, the
Administrative Agent, the Lenders or any other Person of any other
loan, purchase, credit or security agreement or document or of the
Borrowers’ or such other Person’s execution and
delivery of any promissory notes or other documents arising under
or in connection with the Credit Documents or in connection with
any purchase of the Borrowers’ or such other Person’s
Property or assets; (f) notice of any kind concerning the
assets, liabilities, financial condition, creditworthiness,
businesses, prospects or other affairs of the Borrowers or any
other Person; (g) notice of the occurrence of any breach by
the Borrowers, the Pledgors, any other Credit Party or any other
Person or of any Event of Default; (h) notice of the
Administrative Agent’s or the Lenders’ transfer,
disposition, assignment, sale, pledge or participation of the
Guarantee Obligations, the Collateral, the Pledged Collateral, the
Credit Documents, the Mortgage Loan Documents, or any collateral,
security or Property for the Guarantee or the Guarantee Obligations
or any portion of the foregoing; (i) notice of the sale or
foreclosure (or posting or advertising for sale or foreclosure) of
all or any portion of any Collateral, the Pledged Collateral or any
collateral, security or Property for the Guarantee or the Guarantee
Obligations; (j) notice of the protest, proof of
non—payment or default by the Borrowers or any other Person;
(k) any other action at any time taken or omitted by the
Administrative Agent or the Lenders, and, generally, all demands
and notices of every kind in connection with this Guarantee, the
Credit Documents, the Guarantee Obligations, the Collateral, the
Pledged Collateral, any collateral, security or Property for the
Guarantee or the Guarantee Obligations, the Mortgage Loan
Documents, any documents or agreements evidencing, securing or
relating to any of the Guarantee or the Guarantee Obligations and
the obligations hereby guaranteed; (l) all other notices to
which the Guarantor might otherwise be entitled; (m) demand
for payment under this Guarantee; and (n) any right to assert
against the Administrative Agent or the Lenders, as a defense,
counterclaim, set—off or cross—claim, any defense
(legal or equitable), set—off, counterclaim or claim of any
kind or nature whatsoever that the Guarantor may now or hereafter
have against the Administrative Agent or the Lenders (other than
payment in full of the Guarantee Obligations), the Borrowers or any
other Person. It shall not be necessary for the
Administrative Agent or the Lenders (and the Guarantor hereby
waives any rights which the Guarantor may have to require the
Administrative Agent or the Lenders), in order to enforce the
obligations of the Guarantor hereunder, to (i) institute suit,
enforce its rights or exhaust its remedies against the Borrowers,
the Pledgors, any other Credit Party, others liable on
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the Guarantee Obligations, the Obligors or any
other Person, (ii) enforce the Administrative Agent’s or
the Lenders’ rights or exhaust its remedies under or with
respect to the Mortgage Loan Documents and the collateral and
Property secured thereby, the Collateral, the Pledged Collateral or
any collateral, security or Property which shall ever have been
given to secure the Guarantee or the Guarantee Obligations,
(iii) enforce the Administrative Agent’s or the
Lenders’ rights against any other guarantors of the Guarantee
Obligations, (iv) join the Borrowers, others liable on the
Guarantee Obligations or any other Person in any action seeking to
enforce this Guarantee, (v) mitigate damages or take any other
action to reduce, collect or enforce the Guarantee Obligations or
(vi) resort to any other means of obtaining payment of the
Guarantee Obligations.
5.
Guarantee Absolute and Unconditional .
The obligations of the Guarantor
under this Guarantee are absolute and unconditional, irrespective
of the value, genuineness, validity, regularity or enforceability
of the obligations of the Borrowers under the Credit Agreement and,
to the fullest extent permitted by applicable law, irrespective of
any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 5 that the
obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances, and a separate
action or actions may be brought and prosecuted against the
Guarantor to enforce this Guarantee, irrespective of whether any
action is brought against the Borrowers, the Pledgors, any other
guarantors or any other Credit Party or whether the Borrowers, the
Pledgors, the other guarantors or any other Credit Party are joined
in any such action or actions. The validity of this
Guarantee, the obligations of the Guarantor hereunder and the
Administrative Agent’s and the Lenders’ rights and
remedies for the enforcement of the foregoing shall in no way be
terminated, abated, reduced, released, modified, changed,
discharged, diminished, affected, limited or impaired in any manner
whatsoever by the happening from time to time of any event or
condition of any kind whatsoever, including, without limitation,
any of the following (and the Guarantor hereby waives any common
law, equitable, statutory, constitutional, regulatory or other
rights (including rights to notice) which the Guarantor might have
as a result of or in connection with any of the following):
(a) the assertion or non—assertion by the Administrative
Agent or the Lenders of any of the rights or remedies available to
the Administrative Agent or the Lenders pursuant to the provisions
of the Credit Documents, the Mortgage Loan Documents or pursuant to
any Requirement of Law; (b) the waiver by the Administrative
Agent or the Lenders of, or the failure of the Administrative Agent
or the Lenders to enforce, or the lack of diligence by the
Administrative Agent or the Lenders in connection with, the
enforcement of any of its rights or remedies under the Credit
Documents, the Mortgage Loan Documents, the Collateral, the Pledged
Collateral or any collateral, security or Property for the
Guarantee or the Guarantee Obligations; (c) the granting by
the Administrative Agent or the Lenders of (or failure by the
Administrative Agent or the Lenders to grant) any indulgence,
forbearance, adjustment, compromise, consent, approval, waiver or
extension of time; (d) the occurrence of any Default or Event
of Default under the Credit Agreement, or the occurrence of any
similar event (howsoever described) under any agreement or
instrument referred to therein; (e) any delay, failure or
inability of any Borrower, Pledgor, Guarantor or any other Credit
Party in respect of any of the Guarantee Obligations to perform,
willful or otherwise, any provision of the Credit Agreement beyond
any applicable cure periods; (f) any action or failure to act
by the Administrative Agent or the Lenders that adversely affects
the Guarantor’s right of subrogation arising by reason of any
performance by the Guarantor of this Guarantee; (g) any suit
or other action brought by, or any judgment in favor of, any
beneficiaries or creditors of, any Borrower, Pledgor, Guarantor,
other Credit Party or any other Person for any reason whatsoever,
including any suit or action in any way disaffirming, repudiating,
rejecting or otherwise calling into question any issue, matter or
thing in respect of the Credit Agreement; (h) any lack or
limitation of status or of power, incapacity or disability of any
Borrower, the Pledgor, Guarantor or any other Credit Party in
respect of any of the Guarantee Obligations; (i) the exercise
by the Administrative Agent or the Lenders of or failure to
exercise any so—called self—help remedies; (j) any
act, omission or condition that might in any manner
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or to any extent vary, alter, increase, extend
or continue the risk to the Guarantor or might otherwise operate as
a discharge or release of the Guarantor under Requirements of Law;
(k) any full or partial release or discharge of or accord and
satisfaction with respect to liability for the Guarantee
Obligations, or any part thereof, of the Borrowers, the Guarantor,
the Pledgors, any other Credit Party, any co—guarantors or
any other Person now or hereafter liable, whether directly or
indirectly, jointly, severally, or jointly and severally, to pay,
perform, guarantee or assure the payment of the Guarantee
Obligations, or any part thereof; (l) the impairment,
modification, change, release, discharge or limitation of the
liability of the Borrowers, the Guarantor, the Pledgors, any other
Credit Party, any Obligor or any Person liable for or obligated on
the Guarantee Obligations, or any of their estates in bankruptcy,
resulting from or pursuant to the bankruptcy or insolvency of any
of the foregoing or the application of the Insolvency Laws or of or
any decision of any court of the United States or any state
thereof; (m) any present or future Requirements of Law or
order of any Governmental Authority ( de jure or
de facto ) purporting to reduce, amend or otherwise
affect the Guarantee Obligations or to vary any terms of payment,
satisfaction or discharge thereof; (n) the waiver, compromise,
settlement, release, extension, acceleration, amendment, change,
modification, substitution, replacement, reduction, increase,
alteration, rearrangement, renewal or termination of the terms of
the Guarantee Obligations, the Credit Documents, the Collateral,
the Pledged Collateral, any collateral, security or Property for
the Guarantee or the Guarantee Obligations, the Mortgage Loan
Documents, any or all of the obligations, covenants or agreements
of the Borrowers, the Pledgors, the other Credit Parties, the
Obligors or any other Person under the Credit Documents or Mortgage
Loan Documents (except by satisfaction in full of all Guarantee
Obligations) or of the Guarantor under this Guarantee and/or any
failure of the Administrative Agent or the Lenders to notify the
Guarantor of any of the foregoing; (o) the extension of the
time for satisfaction, discharge or payment of the Guarantee
Obligations or any part thereof owing or payable by the Borrowers
or any other Person under the Credit Documents or of the time for
performance of any other obligations, covenants or agreements under
or arising out of this Guarantee or the extension or renewal of any
thereof; (p) any existing or future offset, claim or defense
(other than payment in full of the Guarantee Obligations) of the
Borrowers or any other Person against the Administrative Agent or
the Lenders or against payment of the Guarantee Obligations,
whether such offset, claim or defense arises in connection with the
Guarantee Obligations (or the transactions creating same) or
otherwise; (q) the taking or acceptance or the existence of
any other guarantee of or collateral, security or Property for the
Guarantee Obligations in favor of the Administrative Agent, the
Lenders or any other Person specified in the Credit Documents or
the enforcement or attempted enforcement of such other guarantee,
collateral, security or Property; (r) any sale, lease,
sublease or transfer of or Lien on all or a portion of the assets
or Property of the Borrowers, the Pledgors, the Guarantor or any
other Credit Party, or any changes in the shareholders, partners or
members of the Borrowers, the Pledgors, the Guarantor or any other
Credit Party, or any reorganization, consolidation or merger of the
Borrowers, the Pledgors, the Guarantor or any other Credit Party;
(s) any consolidation or amalgamation of the Borrowers, the
Pledgors, the Guarantor or any other Credit Party with, any merger
of the Borrowers, the Pledgors, the Guarantor or any other Credit
Party with or into, or any transfer by the Borrowers, the Pledgors,
the Guarantor or any other Credit Party of all or substantially all
their assets to, another Person, any change in the legal or
beneficial ownership of ownership interests issued by the
Borrowers, the Pledgors, the Guarantor or any other Credit Party,
or any other change whatsoever in the objects, capital structure,
constitution or business of the Borrowers, the Pledgors, the
Guarantor or any other Credit Party; (t) the invalidity,
illegality or unenforceability of all or any part of the Guarantee
Obligations, the Credit Documents, the Collateral, the Pledged
Collateral, any collateral, security or Property for the Guarantee
or the Guarantee Obligations, the Mortgage Loan Documents or any
document or agreement executed in connection with the foregoing,
for any reason whatsoever, including, without limitation, the fact
that (1) the Guarantee Obligations, or any part thereof,
exceeds the amount permitted by Requirements of Law or violates
usury laws, (2) the act of creating the Guarantee Obligations,
the Mortgage Assets, the Collateral, the Pledged Collateral, any
collateral, security or Property for the Guarantee or the Guarantee
Obligations or any part of the foregoing is ultra
vires , (3) the officers or representatives
executing the Mortgage Loan Documents or Credit Documents or
otherwise
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creating the Guarantee Obligations, the Mortgage
Assets, the Collateral, the Pledged Collateral or any collateral,
security or Property for the Guarantee or the Guarantee Obligations
acted in excess of their authority, (4) the Borrowers, the
Pledgors, any other Credit Party, any Obligor or any other Person
has valid defenses, claims or offsets (whether at law, in equity or
by agreement) which render the Guarantee Obligations wholly or
partially uncollectible, (5) the creation, performance or
repayment of the Guarantee Obligations, the Mortgage Assets, the
Collateral, the Pledged Collateral or any collateral, security or
Property for the Guarantee or the Guarantee Obligations (or the
execution, delivery and performance of any Credit Document,
Mortgage Loan Document or document or instrument representing part
of the Guarantee Obligations, the Mortgage Assets, the Collateral,
the Pledged Collateral, any collateral, security or Property for
the Guarantee or the Guarantee Obligations or executed in
connection with the Guarantee Obligations, the Mortgage Assets, the
Collateral, the Pledged Collateral or any collateral, security or
Property for the Guarantee or the Guarantee Obligations, or given
to secure the repayment of the Guarantee Obligations, the Mortgage
Assets or the other Collateral) is illegal, uncollectible or
unenforceable or (6) any Mortgage Loan Document, any Credit
Document or any other document, agreement or instrument has been
forged or otherwise is irregular or not genuine or authentic;
(u) any release, termination, sale, pledge, participation,
transfer, surrender, exchange, subordination, deterioration, waste,
loss or impairment (including, without limitation, negligent,
willful, unreasonable or unjustifiable impairment) of the
Collateral, the Pledged Collateral or any collateral, security or
Property at any time existing in connection with, or assuring or
securing payment of, all or any part of the Guarantee or the
Guarantee Obligations; (v) the failure of the Administrative
Agent, the Lenders or any other Person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale
or other handling or treatment of all or any part of the
Collateral, the Pledged Collateral or any other collateral,
security or Property for the Guarantee or the Guarantee
Obligations, including, but not limited to, any neglect, delay,
omission, failure or refusal of the Administrative Agent or the
Lenders (1) to take or prosecute any action for the collection
of any of the Guarantee Obligations, the Pledged Collateral, any
Collateral or any collateral, security or Property for the
Guarantee or the Guarantee Obligations, (2) to foreclose, or
initiate any action to foreclose, or, once commenced, prosecute to
completion any action to foreclose, upon any Collateral, the
Pledged Collateral or any security, collateral or Property for the
Guarantee or Guarantee Obligations, or (3) to take or
prosecute any action in connection with any instrument or agreement
evidencing or securing all or any part of the Guarantee
Obligations; (w) the fact that the Collateral, the Pledged
Collateral or any collateral, security, Property or Lien
contemplated or intended to be given, created or granted as
security for the repayment of the Guarantee or the Guarantee
Obligations, or any part thereof, shall not be properly perfected
or created, or shall prove to be unenforceable or subordinate to
any other Lien; (x) any payment by the Borrowers or any other
Person to the Administrative Agent or the Lenders is held to
constitute a preference under Insolvency Laws, or for any reason
the Administrative Agent or the Lenders are required to refund such
payment or pay such amount to any such Borrower or other Person; or
(y) any event or action that would, in the absence of this
Section 5 , result in the full or partial release,
discharge or relief of the Guarantor from the performance or
observance of any obligation, covenant or agreement contained in
this Guarantee or any other agreement, whether or not such event or
action increases the likelihood that the Guarantor will be required
to pay the Guarantee Obligations pursuant to the terms hereof or
thereof and whether or not such event or action prejudices the
Guarantor, it being the unambiguous and unequivocal intention of
the Guarantor that the Guarantor shall be obligated to pay the
Guarantee Obligations when due, notwithstanding any occurrence,
circumstance, event, action or omission whatsoever, whether
contemplated or uncontemplated, and whether or not otherwise or
particularly or expressly described herein, which obligation shall
be deemed satisfied only upon the full and final indefeasible
payment and satisfaction of the Guarantee Obligations.
6.
Primary Liability of the Guarantor .
Without limiting the foregoing
provisions, the Guarantor agrees that this Guarantee may be
enforced by the Administrative Agent and the Lenders without the
necessity at any time of resorting to
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or exhausting any other security or collateral
and without the necessity at any time of having recourse to any of
the Credit Documents, the Collateral, the Pledged Collateral or any
collateral, security or Property now or hereafter securing the
Guarantee or the Guarantee Obligations or otherwise, and the
Guarantor hereby waives the right to require the Administrative
Agent or the Lenders to proceed against the Borrowers, the
Pledgors, any other Credit Party, any Obligor or any other Person
(including a co—guarantor) or to require the Administrative
Agent or the Lenders to pursue any other remedy or enforce any
other right. The Guarantor further agrees that the Guarantor
shall have no right of subrogation, reimbursement or indemnity
whatsoever against any Person, or any right of recourse to the
Collateral, the Pledged Collateral or any collateral, security or
Property for the Guarantee or the Guarantee Obligations, so long as
any such Guarantee Obligations remain outstanding. The
Guarantor further agrees that nothing contained herein shall
prevent the Administrative Agent or the Lenders from suing on the
Credit Agreement or any of the other Credit Documents or
foreclosing its security interest in or Lien on any Collateral, the
Pledged Collateral or any collateral, security or Property now or
hereafter securing the Guarantee or the Guarantee Obligations or
from exercising any other rights available to it under the Credit
Agreement or any of the other Credit Documents or any other
instrument of security if none of the Borrowers, the Pledgors, the
Guarantor or any other Credit Party timely perform the obligations
of the Borrowers, the Pledgors, all other Credit Parties or other
Persons thereunder, and the exercise of any of the aforesaid rights
and the completi
