Common use of Definition of Guaranteed Obligations Clause in Contracts

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 against Borrower by any Borrower Affiliate, or if Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees consent to, acquiesce in, arrange or otherwise participate in bringing about the institution of such petition or proceeding against Borrower without Lender’s prior written consent, or (ii) if subsequent to the commencement of any voluntary bankruptcy proceeding with respect to Borrower, any involuntary bankruptcy proceeding is brought by Lender against Borrower or a Borrower Affiliate files any motion contesting the same. 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 loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs) incurred or suffered by Lender (“Lender’s Costs”) arising out of or in connection with the following: any fraud or intentional material misrepresentation by Borrower or any Borrower Affiliate in connection with the Loan Documents; any liability of Borrower under that certain the Environmental Liabilities Agreement executed by Original Borrower for the benefit of Original Lender, dated on or about August 31, 2007, including the indemnification provisions contained therein, which was assumed by Borrower pursuant to that certain Assumption of Environmental Indemnity dated as of the date hereof; any application in violation of the Loan Documents by Borrower or any of its Borrower Affiliates of any funds derived from the Property, including security deposits, insurance proceeds and condemnation awards; after the occurrence of an Event of Default or otherwise to the extent the Loan Documents require such application, the failure of Borrower or any of its Borrower Affiliates to apply proceeds of rents (including rents collected in advance) or any other receipts in respect of the leases (lease termination and modification payments and recoveries upon defaulted leases) and other income or funds derived from the Property or any other collateral when received to the costs of maintenance and operation of 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; if Borrower or any Borrower Affiliates or their respective agents (at the direction of Borrower or any Borrower Affiliate), affiliates, officers or employees contests or in any way interferes with, directly or indirectly, any foreclosure action or sale commenced by Lender or with any other enforcement of Lender’s rights, powers or remedies under any of the Loan Documents or under any document evidencing, securing or otherwise relating to the Property or any other collateral for the Debt (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such foreclosure or other enforcement with any other action, or otherwise), other than contests brought in good faith; the seizure or forfeiture of the Property, or any portion thereof, or Lender’s interest therein, resulting from criminal wrongdoing by Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees; in the event Lender has waived (or Borrower has failed to pay or the Mortgage does not require) the monthly collection for real and personal property taxes, assessments, insurance premiums, or ground rents, then failure by Borrower or any Borrower Affiliate to pay any or all such taxes, assessments, premiums and rents to the extent funds are available to Borrower or any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate have not applied available funds to the Property; material intentional physical waste of the Property caused by the acts or omissions of Borrower or any Borrower Affiliate; any knowing failure by Borrower to insure the Property in accordance with the Loan Documents to the extent funds are available to Borrower or any of any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate has not applied available funds to the Property; the removal or disposal of any portion of the Property by Borrower or any Borrower Affiliate after an Event of Default to the extent such Property is not replaced by Borrower with like property of equivalent value, function and design; if there shall occur any material Event of Default by Borrower under the provisions of Section 9 of the Mortgage (entitled “Single Purpose Entity/Separateness”) as amended by the Loan Modification Agreement, other than any breach of Sections 9(d) (with respect to the payment of permitted trade debt only), 9(f), 9(k) and 9(p); if there shall occur any material Event of Default by Borrower under the provisions of Section 12 of the Mortgage (entitled “Transfer or Encumbrance of the Property”) as amended by the Loan Modification Agreement, provided that, the parties hereby agree that Guarantor’s required distributions as a real estate investment trust shall not be deemed a violation of the provisions of Section 12(a) of the Mortgage; and if, without the Lender’s prior written consent, unless such consent is not required under the Mortgage, Borrower enters into any amendment to, modification of or termination of the Master Lease (as defined in the Mortgage). The Guaranteed Obligations shall also include, and Guarantor shall be personally liable for and pay to Lender upon demand all fees, costs and expenses, including without limitation reasonable legal fees and expenses, incurred by Lender and its servicers in connection with the enforcement by Lender of any obligations for which Borrower is personally liable under Section 12 of the Note and under the Environmental Liabilities Agreement, and any obligations of Guarantor for which Guarantor is liable hereunder, together with interest accrued on any such unpaid obligations at the Default Rate (as such term is defined in the Note) to the extent the unpaid obligations are not paid in full within ten (10) days of demand therefor.

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” shall mean the Debt (as defined in the Note) in the event (i) means all obligations and liabilities of Borrower and any petition or proceeding other Loan Party for bankruptcy, reorganization or arrangement which Borrower and any other Loan Party is personally liable pursuant to federal bankruptcy lawSection 9.4 of the Loan Agreement, in each case, to the extent of the liability of Borrower and any other Loan Party thereunder. For the avoidance of doubt, Guarantor shall have no obligations under this Guaranty or otherwise with respect to the Guaranteed Obligations arising out of acts or omissions occurring after the date of (1) a Transfer resulting from the exercise of Lender’s rights under the Loan Documents (but only as to the portion of the Collateral subject to such Transfer), or any similar federal or state law, shall be filed by Borrower, or against Borrower by any Borrower Affiliate, or if Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees consent to, acquiesce in, arrange or otherwise participate in bringing about the institution of such petition or proceeding against Borrower without Mortgage Lender’s prior written consentor Mezzanine B Lender’s rights under any Mortgage Loan Documents or Mezzanine B Loan Documents, as applicable, or (ii2) if subsequent to the commencement consummation of any voluntary bankruptcy proceeding remedial or enforcement action by (A) Lender under the Loan Documents of or with respect to Borrowerthe Collateral for the Loan (but only as to the portion of the Collateral subject to such enforcement or remedial action) or (B) any holder of the Mortgage Loan or Mezzanine B Loan under the Mortgage Loan Documents or Mezzanine B Loan Documents, as applicable, of or with respect to the collateral for such Mortgage Loan or Mezzanine B Loan, as applicable, including, without limitation, any involuntary bankruptcy proceeding is brought foreclosure, deed-in-lieu or assignment in lieu of foreclosure or any other exercise by Lender against Borrower or a Borrower Affiliate files any motion contesting the same. Guarantor shall also be liable for, and shall indemnify, defend and hold Lender, Mortgage Lender or Mezzanine B Lender of its successors and assignsrights under any applicable Loan Document, and their respective shareholdersMortgage Loan Document or Mezzanine B Loan Document, employeesincluding, officerswithout limitation, directors, and agents (each an “Indemnified Party”) harmless from and against any loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs) incurred or suffered by Lender (“Lender’s Costs”) arising out of or in connection with the following: right to vote any fraud or intentional material misrepresentation by Borrower Pledged Securities or any Borrower Affiliate right to replace officers and directors of any Person (collectively, a “Foreclosure”). For the avoidance of doubt, in connection with the Loan Documents; no event shall Guarantor be released from any liability of Borrower under that certain the Environmental Liabilities Agreement executed by Original Borrower for the benefit of Original Lender, dated obligations or liabilities (known or unknown) in existence on or about August 31, 2007, including the indemnification provisions contained therein, which was assumed prior to such Foreclosure or caused by Borrower pursuant to that certain Assumption of Environmental Indemnity dated as of the date hereof; any application in violation of the Loan Documents by Borrower Guarantor or any of its Borrower Affiliates of any funds derived from the PropertyAffiliates, including security deposits, insurance proceeds and condemnation awards; after the occurrence of an Event of Default or otherwise to the extent the Loan Documents require such application, the failure of Borrower or any of its Borrower Affiliates to apply proceeds of rents (including rents collected in advance) or any other receipts in respect of the leases (lease termination and modification payments and recoveries upon defaulted leases) and other income or funds derived from the Property or any other collateral when received to the costs of maintenance and operation of 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; if Borrower or any Borrower Affiliates or their respective agents (at the direction of Borrower or any Borrower Affiliate), affiliates, officers or employees contests or in any way interferes with, directly or indirectly, any foreclosure action or sale commenced by Lender or with any other enforcement of Lender’s rights, powers or remedies under any of the Loan Documents or under any document evidencing, securing or otherwise relating to the Property or any other collateral for the Debt (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such foreclosure or other enforcement with any other action, or otherwise), other than contests brought in good faith; the seizure or forfeiture of the Property, or any portion thereof, or Lender’s interest therein, resulting from criminal wrongdoing by Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees; in the event Lender has waived (or Borrower has failed to pay or the Mortgage does not require) the monthly collection for real and personal property taxes, assessments, insurance premiums, or ground rents, then failure by Borrower or any Borrower Affiliate to pay any or all such taxes, assessments, premiums and rents to the extent funds are available to Borrower or any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate have not applied available funds to the Property; material intentional physical waste of the Property caused by the acts or omissions of Borrower or any Borrower Affiliate; any knowing failure by Borrower to insure the Property in accordance with the Loan Documents to the extent funds are available to Borrower or any of any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate has not applied available funds to the Property; the removal or disposal of any portion of the Property by Borrower or any Borrower Affiliate after an Event of Default to the extent such Property is not replaced by Borrower with like property of equivalent value, function and design; if there shall occur any material Event of Default by Borrower under the provisions of Section 9 of the Mortgage (entitled “Single Purpose Entity/Separateness”) as amended by the Loan Modification Agreement, other than any breach of Sections 9(d) (with respect to the payment of permitted trade debt only), 9(f), 9(k) and 9(p); if there shall occur any material Event of Default by Borrower under the provisions of Section 12 of the Mortgage (entitled “Transfer or Encumbrance of the Property”) as amended by the Loan Modification Agreement, provided that, the parties hereby agree that Guarantor’s required distributions as a real estate investment trust shall not be deemed a violation of the provisions of Section 12(a) of the Mortgage; and if, without the Lender’s prior written consent, unless such consent is not required under the Mortgage, Borrower enters into any amendment to, modification of or termination of the Master Lease (as defined in the Mortgage). The Guaranteed Obligations shall also include, and Guarantor shall be personally liable for and pay to Lender upon demand all fees, costs and expenses, including without limitation reasonable legal fees and expenses, incurred by Lender and its servicers in connection with the enforcement by Lender of any obligations for which Borrower is personally liable under Section 12 of the Note and under the Environmental Liabilities Agreement, and any obligations of Guarantor for which Guarantor is liable hereunder, together with interest accrued on any such unpaid obligations at the Default Rate (as such term is defined in the Note) to the extent the unpaid obligations are not paid remain in full within ten (10) days of demand thereforforce and effect.

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” shall mean the Debt (as defined in the Note) in the event (i) means all obligations and liabilities of Borrower and any petition or proceeding other Loan Party for bankruptcy, reorganization or arrangement which Borrower and any other Loan Party is personally liable pursuant to federal bankruptcy lawSection 9.4 of the Loan Agreement, in each case, to the extent of the liability of Borrower and any other Loan Party thereunder. For the avoidance of doubt, Guarantor shall have no obligations under this Guaranty or otherwise with respect to the Guaranteed Obligations arising out of acts or omissions occurring after the date of (1) a Transfer resulting from the exercise of Lender’s rights under the Loan Documents (but only as to the portion of the Collateral subject to such Transfer), or any similar federal or state law, shall be filed by Borrower, or against Borrower by any Borrower Affiliate, or if Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees consent to, acquiesce in, arrange or otherwise participate in bringing about the institution of such petition or proceeding against Borrower without Mortgage Lender’s prior written consentor Mezzanine A Lender’s rights under any Mortgage Loan Documents or Mezzanine A Loan Documents, as applicable, or (ii2) if subsequent to the commencement consummation of any voluntary bankruptcy proceeding remedial or enforcement action by (A) Lender under the Loan Documents of or with respect to Borrowerthe Collateral for the Loan (but only as to the portion of the Collateral subject to such enforcement or remedial action) or (B) any holder of the Mortgage Loan or Mezzanine A Loan under the Mortgage Loan Documents or Mezzanine A Loan Documents, as applicable, of or with respect to the collateral for such Mortgage Loan or Mezzanine A Loan, as applicable, including, without limitation, any involuntary bankruptcy proceeding is brought foreclosure, deed-in-lieu or assignment in lieu of foreclosure or any other exercise by Lender against Borrower or a Borrower Affiliate files any motion contesting the same. Guarantor shall also be liable for, and shall indemnify, defend and hold Lender, Mortgage Lender or Mezzanine A Lender of its successors and assignsrights under any applicable Loan Document, and their respective shareholdersMortgage Loan Document or Mezzanine A Loan Document, employeesincluding, officerswithout limitation, directors, and agents (each an “Indemnified Party”) harmless from and against any loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs) incurred or suffered by Lender (“Lender’s Costs”) arising out of or in connection with the following: right to vote any fraud or intentional material misrepresentation by Borrower Pledged Securities or any Borrower Affiliate right to replace officers and directors of any Person (collectively, a “Foreclosure”). For the avoidance of doubt, in connection with the Loan Documents; no event shall Guarantor be released from any liability of Borrower under that certain the Environmental Liabilities Agreement executed by Original Borrower for the benefit of Original Lender, dated obligations or liabilities (known or unknown) in existence on or about August 31, 2007, including the indemnification provisions contained therein, which was assumed prior to such Foreclosure or caused by Borrower pursuant to that certain Assumption of Environmental Indemnity dated as of the date hereof; any application in violation of the Loan Documents by Borrower Guarantor or any of its Borrower Affiliates of any funds derived from the PropertyAffiliates, including security deposits, insurance proceeds and condemnation awards; after the occurrence of an Event of Default or otherwise to the extent the Loan Documents require such application, the failure of Borrower or any of its Borrower Affiliates to apply proceeds of rents (including rents collected in advance) or any other receipts in respect of the leases (lease termination and modification payments and recoveries upon defaulted leases) and other income or funds derived from the Property or any other collateral when received to the costs of maintenance and operation of 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; if Borrower or any Borrower Affiliates or their respective agents (at the direction of Borrower or any Borrower Affiliate), affiliates, officers or employees contests or in any way interferes with, directly or indirectly, any foreclosure action or sale commenced by Lender or with any other enforcement of Lender’s rights, powers or remedies under any of the Loan Documents or under any document evidencing, securing or otherwise relating to the Property or any other collateral for the Debt (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such foreclosure or other enforcement with any other action, or otherwise), other than contests brought in good faith; the seizure or forfeiture of the Property, or any portion thereof, or Lender’s interest therein, resulting from criminal wrongdoing by Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees; in the event Lender has waived (or Borrower has failed to pay or the Mortgage does not require) the monthly collection for real and personal property taxes, assessments, insurance premiums, or ground rents, then failure by Borrower or any Borrower Affiliate to pay any or all such taxes, assessments, premiums and rents to the extent funds are available to Borrower or any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate have not applied available funds to the Property; material intentional physical waste of the Property caused by the acts or omissions of Borrower or any Borrower Affiliate; any knowing failure by Borrower to insure the Property in accordance with the Loan Documents to the extent funds are available to Borrower or any of any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate has not applied available funds to the Property; the removal or disposal of any portion of the Property by Borrower or any Borrower Affiliate after an Event of Default to the extent such Property is not replaced by Borrower with like property of equivalent value, function and design; if there shall occur any material Event of Default by Borrower under the provisions of Section 9 of the Mortgage (entitled “Single Purpose Entity/Separateness”) as amended by the Loan Modification Agreement, other than any breach of Sections 9(d) (with respect to the payment of permitted trade debt only), 9(f), 9(k) and 9(p); if there shall occur any material Event of Default by Borrower under the provisions of Section 12 of the Mortgage (entitled “Transfer or Encumbrance of the Property”) as amended by the Loan Modification Agreement, provided that, the parties hereby agree that Guarantor’s required distributions as a real estate investment trust shall not be deemed a violation of the provisions of Section 12(a) of the Mortgage; and if, without the Lender’s prior written consent, unless such consent is not required under the Mortgage, Borrower enters into any amendment to, modification of or termination of the Master Lease (as defined in the Mortgage). The Guaranteed Obligations shall also include, and Guarantor shall be personally liable for and pay to Lender upon demand all fees, costs and expenses, including without limitation reasonable legal fees and expenses, incurred by Lender and its servicers in connection with the enforcement by Lender of any obligations for which Borrower is personally liable under Section 12 of the Note and under the Environmental Liabilities Agreement, and any obligations of Guarantor for which Guarantor is liable hereunder, together with interest accrued on any such unpaid obligations at the Default Rate (as such term is defined in the Note) to the extent the unpaid obligations are not paid remain in full within ten (10) days of demand thereforforce and effect.

Definition of Guaranteed Obligations. As used herein, the term “"Guaranteed Obligations” " shall mean the Debt (as defined in the Note) in the event of (i) any fraud or material misrepresentation by Borrower, Master Tenant or any Guarantor in connection with the Loan, (ii) Borrower's failure to make the first full payment of principal and interest due under the Note, (iii) 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 Master Tenant (or if any such petition or proceeding was not so filed by Borrower or Master Tenant, but Borrower, Master Tenant or against Borrower by any Borrower Affiliate, or if Borrower or any Borrower Affiliate Guarantor or their respective agents (at the direction of Borrower or such Borrower Affiliate)agents, affiliates, officers or employees consent consented to, acquiesce in, arrange acquiesced in arranged or otherwise participate participated in bringing about the institution of such petition or proceeding against Borrower without Lender’s prior written consentproceeding), or (iiiv) if subsequent any material breach or default under the provisions of Section 9 of the Mortgage (entitled "Single-Purpose Entity/Separateness"). In addition, the Guaranteed Obligations shall also mean the Debt in the event that Choice Hotels International, Inc. terminates any of those certain Comfort Suites Franchise Agreements, each dated on or about the date hereof, and this Loan shall remain full recourse to the commencement of any voluntary bankruptcy proceeding with respect to Borrower, any involuntary bankruptcy proceeding Guarantor until such time as the applicable franchise agreement is brought renewed on the same terms as the applicable terminated agreement (or upon terms as are approved by Lender against in its sole discretion), or until such time as Borrower or enters into a Borrower Affiliate files any motion contesting replacement franchise agreement acceptable to Lender in its sole discretion. In addition, the same. 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 against, any and all loss, cost, expense, damage, claim or other obligation (including including, without limitation limitation, reasonable attorneys’ attorney's fees and court costscosts of defense) incurred or suffered by Lender (“Lender’s Costs”) and arising out of or in connection with the following: any fraud or intentional material misrepresentation by Borrower or any Borrower Affiliate matters listed in connection with the Loan Documents; any liability of Borrower under that certain the Environmental Liabilities Agreement executed by Original Borrower for the benefit of Original Lendersubsections 1.2(a) through (h) below INCLUDING, dated on or about August 31WITHOUT LIMITATION, 2007ANY LIABILITY, including the indemnification provisions contained thereinLOSS, which was assumed by Borrower pursuant to that certain Assumption of Environmental Indemnity dated as of the date hereof; any application in violation of the Loan Documents by Borrower or any of its Borrower Affiliates of any funds derived from the PropertyDAMAGE, including security depositsCLAIM, insurance proceeds and condemnation awards; after the occurrence of an Event of Default or otherwise to the extent the Loan Documents require such application, the failure of Borrower or any of its Borrower Affiliates to apply proceeds of rents (including rents collected in advance) or any other receipts in respect of the leases (lease termination and modification payments and recoveries upon defaulted leases) and other income or funds derived from the Property or any other collateral when received to the costs of maintenance and operation of 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; if Borrower or any Borrower Affiliates or their respective agents (at the direction of Borrower or any Borrower Affiliate), affiliates, officers or employees contests or in any way interferes with, directly or indirectly, any foreclosure action or sale commenced by Lender or with any other enforcement of Lender’s rights, powers or remedies under any of the Loan Documents or under any document evidencing, securing or otherwise relating to the Property or any other collateral for the Debt (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such foreclosure or other enforcement with any other action, or otherwise), other than contests brought in good faith; the seizure or forfeiture of the Property, or any portion thereof, or Lender’s interest therein, resulting from criminal wrongdoing by Borrower or any Borrower Affiliate or their respective agents (at the direction of Borrower or such Borrower Affiliate), affiliates, officers or employees; in the event Lender has waived (or Borrower has failed to pay or the Mortgage does not require) the monthly collection for real and personal property taxes, assessments, insurance premiums, or ground rents, then failure by Borrower or any Borrower Affiliate to pay any or all such taxes, assessments, premiums and rents to the extent funds are available to Borrower or any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate have not applied available funds to the Property; material intentional physical waste of the Property caused by the acts or omissions of Borrower or any Borrower Affiliate; any knowing failure by Borrower to insure the Property in accordance with the Loan Documents to the extent funds are available to Borrower or any of any Borrower Affiliate from the Property and Borrower or any Borrower Affiliate has not applied available funds to the Property; the removal or disposal of any portion of the Property by Borrower or any Borrower Affiliate after an Event of Default to the extent such Property is not replaced by Borrower with like property of equivalent value, function and design; if there shall occur any material Event of Default by Borrower under the provisions of Section 9 of the Mortgage (entitled “Single Purpose Entity/Separateness”) as amended by the Loan Modification Agreement, other than any breach of Sections 9(d) (with respect to the payment of permitted trade debt only), 9(f), 9(k) and 9(p); if there shall occur any material Event of Default by Borrower under the provisions of Section 12 of the Mortgage (entitled “Transfer or Encumbrance of the Property”) as amended by the Loan Modification Agreement, provided that, the parties hereby agree that Guarantor’s required distributions as a real estate investment trust shall not be deemed a violation of the provisions of Section 12(a) of the Mortgage; and if, without the Lender’s prior written consent, unless such consent is not required under the Mortgage, Borrower enters into any amendment to, modification of or termination of the Master Lease (as defined in the Mortgage). The Guaranteed Obligations shall also include, and Guarantor shall be personally liable for and pay to Lender upon demand all fees, costs and expenses, including without limitation reasonable legal fees and expenses, incurred by Lender and its servicers in connection with the enforcement by Lender of any obligations for which Borrower is personally liable under Section 12 of the Note and under the Environmental Liabilities Agreement, and any obligations of Guarantor for which Guarantor is liable hereunder, together with interest accrued on any such unpaid obligations at the Default Rate (as such term is defined in the Note) to the extent the unpaid obligations are not paid in full within ten (10) days of demand thereforOR OBLIGATION CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY.