Common use of Guaranty of Obligation Clause in Contracts

Guaranty of Obligation. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to the Class A Member and its successors and assigns the payment and performance of the Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. (b) As used herein, the term “Guaranteed Obligations” means (i) the obligation of the Company to redeem or cause to be redeemed the Class A Member’s Interest in full, and to pay in full the Redemption Price, upon the occurrence of a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly by the REIT, or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral for the Senior Loans that is not consented to by the Company or any of its Subsidiaries); (ii) the obligation of the Company to pay to the Class A Member the QCR Redemption Amount in respect of any Qualified Capital Raise upon the consummation of such Qualified Capital Raise; and (iii) the obligation of the Company to pay to the Class A Member all of the Net Financing Proceeds from the incurrence of any Additional Mezzanine Loan by the Company or any of its Subsidiaries upon such incurrence; provided, however, that in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of (i) the Redemption Price plus (ii) all amounts due to the Class A Member pursuant to Section 1.7 hereof.

Guaranty of Obligation. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to Administrative Agent (for the Class A Member and its successors and assigns benefit of the Lenders) the payment and performance of the Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is fully and personally liable for the Guaranteed Obligations as a primary obligor. (b) obligor as set forth herein. As used herein, the term “"Guaranteed Obligations” " means the complete payment and performance (as applicable) when due of Borrower's obligations pursuant to the Loan Agreement to: (i) Complete the obligation of Project in its entirety in accordance with the Company to redeem or cause to be redeemed Project Documents, the Class A Member’s Interest in fullAdministrative Agent-approved Plans and Specifications, all Legal Requirements, and to pay in full the Redemption PriceLoan Documents, upon free and clear of all Liens (other than Permitted Encumbrances not consisting of liens for labor or materials) (collectively, the occurrence of a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly by the REIT, or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral for the Senior Loans that is not consented to by the Company or any of its Subsidiaries"Requirements"); (ii) pay all expenses, charges, costs and fees of, or relating to, the obligation Completion of the Company to pay Project (including, without limitation, hard costs, soft costs, all permitting fees, licensing fees, amounts payable under all construction contracts and all subcontracts, amounts payable to the Class A Member general contractor, all architects, engineers and other consultants engaged in connection with the QCR Redemption Amount Completion of the Project (and including, without limitation, any amount necessary to remove any Lien (other than Permitted Encumbrances not consisting of liens for labor or materials) filed against the Property in respect connection with the Completion of any Qualified Capital Raise upon the consummation of such Qualified Capital RaiseProject), in the amount specified pursuant to Section 1(b) or Section 1(c) below, whichever is applicable (as elected by Administrative Agent in its sole and absolute discretion); and (iii) the obligation of the Company to pay to Administrative Agent the Class A Member all of the Net Financing Proceeds from the incurrence of amount necessary to cure any Additional Mezzanine Loan by the Company or any of its Subsidiaries upon such incurrence; provided, however, that in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of (i) the Redemption Price plus (ii) all amounts due to the Class A Member pursuant to Section 1.7 hereofBalancing Event.

Guaranty of Obligation. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to Administrative Agent (for the Class A Member and its successors and assigns benefit of the Lenders) the payment and performance of the Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is fully and personally liable for the Guaranteed Obligations as a primary obligor. (b) obligor as set forth herein. As used herein, the term “Guaranteed Obligations” means (ia) the obligation payment to Administrative Agent (for the benefit of the Company to redeem or cause to be redeemed Lenders) of all of the Class A Member’s Interest in fullRecourse Liabilities, and to pay in full the Redemption Price, (b) upon the occurrence of a Prohibited Transfer Springing Recourse Event, the payment to Administrative Agent (for the benefit of the Lenders) of the Debt. Notwithstanding anything to the contrary contained herein, (x) Guarantor shall have no liability under this Guaranty for Recourse Liabilities or upon Springing Recourse Events to the Class B Member ceasing to be Controlledextent that Guarantor can prove that such Recourse Liabilities or Springing Recourse Events arose from acts or omissions caused by Mezzanine Loan Administrative Agent or its Affiliates (i) in connection with the exercise of remedies under the Mezzanine Loan Documents (including, directly or indirectlywithout limitation, by ARC OPa foreclosure on, or ARC OP ceasing assignment in lieu of foreclosure of, the equity interests in Borrower pursuant to be Controlled, directly or indirectly by the REITMezzanine Loan Documents), or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral for the Senior Loans that is not consented to by the Company or any of its Subsidiaries); (ii) after completion of such foreclosure or assignment in lieu of foreclosure under the obligation Mezzanine Loan Documents, (y) with respect to any Recourse Liability, the liability of each Guarantor hereunder shall be several (not joint) and limited to the amount of such Guarantor’s Pro Rata Share (as defined below) of the Company aggregate liability of all Guarantors hereunder (if calculated without regard to pay any such pro rata limit) and (z) with respect to the Class A Member occurrence of a Springing Recourse Event, the QCR Redemption Amount in respect liability of any Qualified Capital Raise upon each Guarantor hereunder shall be several (not joint) and limited to the consummation amount of such Qualified Capital Raise; and (iii) the obligation Guarantor’s Pro Rata Share of the Company aggregate liability of all Guarantors hereunder (if calculated without regard to pay any such pro rata limit). As used herein, the term “Pro Rata Share” shall mean, with respect to each Guarantor, the Class A Member all of the Net Financing Proceeds from the incurrence of any Additional Mezzanine Loan by the Company or any of its Subsidiaries upon such incurrence; provided, however, that in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of (i) the Redemption Price plus (ii) all amounts due to the Class A Member pursuant to Section 1.7 hereofpercentage set forth on Schedule 2-B attached hereto.”

Guaranty of Obligation. Guarantors hereby jointly and severally unconditionally and irrevocably guarantee to the Lender the following obligations (the “Guaranteed Obligations”): (a) Each Guarantor hereby irrevocably The due and unconditionally guarantees to punctual payment in full (and not merely the Class A Member and its successors and assigns the payment and performance collectibility) of the Guaranteed Obligations (aggregate principal sum of the Loan, as defined below) as set forth in the Note and the other Loan Documents and all interest accruing thereon, including default interest, late charge, exit fees and prepayment premiums or fees, in each case when the same shall be due and payable, whether by lapse on any installment payment date or at the stated or accelerated maturity, all in accordance with the provisions of timethe Note, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably the Loan Agreement and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.other Loan Documents; (b) As used hereinThe due and punctual payment in full (and not merely the collectibility) of each other sum or charge which at any time becomes due and payable in accordance with the provisions of the Note, the term “Guaranteed Obligations” means (i) the obligation of the Company to redeem or cause to be redeemed the Class A Member’s Interest in full, Loan Agreement and to pay in full the Redemption Price, upon the occurrence of a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly by the REIT, or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral Loan Documents; (c) The due and punctual performance of all of the Borrower’s other obligations under the provisions of the Note, the Loan Agreement and the other Loan Documents; (d) The due and punctual payment in full of all sums advanced, including all Additional Advances, and costs and expenses incurred by Lender in connection with the Loan or any part thereof, any renewal, extension or change of or substitution for the Senior Loans that is Loan or any part thereof, whether made or incurred by Borrower or Lender; (e) The due and punctual performance (and not consented to merely the collectibility) of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of or substitution or replacement for, all or any part of the Note, the Loan Agreement or any other Loan Document; and (f) The due and punctual payment in full (and not merely the collectibility) of any and all losses, costs, damages or expenses incurred by the Company or Lender and arising out of any default by any Guarantor in performing any of its Subsidiaries); (ii) obligations hereunder or under the obligation Pledge Agreement, or arising out of any default by Borrower under the Company Note, the Loan Agreement or any other Loan Document regardless of whether such losses, damages or expenses are expressly provided for in the provisions thereof, or are then otherwise allowable by law. If Borrower fails duly and punctually to pay to the Class A Member the QCR Redemption Amount in respect of any Qualified Capital Raise upon the consummation of such Qualified Capital Raise; principal sum, any interest accruing thereon, any other such sum or charge including, without limitation, late charges and (iii) prepayment premiums, or any such loss, damages or expenses, Guarantors shall jointly and severally forthwith pay the obligation of the Company to pay to the Class A Member all of the Net Financing Proceeds same, together with interest thereon from the incurrence of any Additional Mezzanine Loan date on which payment thereof by the Company or any Borrower became due at the default rate of its Subsidiaries upon such incurrence; provided, however, that interest provided in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of (i) the Redemption Price plus (ii) all amounts due to the Class A Member pursuant to Section 1.7 hereofLoan Agreement.

Guaranty of Obligation. Guarantor hereby jointly and severally unconditionally and irrevocably guarantees to the Lender the following obligations (the “Guaranteed Obligations”): (a) Each Guarantor hereby irrevocably The due and unconditionally guarantees to punctual payment in full (and not merely the Class A Member and its successors and assigns the payment and performance collectibility) of the Guaranteed Obligations (aggregate principal sum of the Loan, as defined below) as set forth in the Note and the other Loan Documents and all interest accruing thereon, including default interest, late charge, exit fees and prepayment premiums or fees, in each case when the same shall be due and payable, whether by lapse on any installment payment date or at the stated or accelerated maturity, all in accordance with the provisions of timethe Note, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably the Loan Agreement and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.other Loan Documents; (b) As used hereinThe due and punctual payment in full (and not merely the collectibility) of each other sum or charge which at any time becomes due and payable in accordance with the provisions of the Note, the term “Guaranteed Obligations” means (i) the obligation of the Company to redeem or cause to be redeemed the Class A Member’s Interest in full, Loan Agreement and to pay in full the Redemption Price, upon the occurrence of a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly by the REIT, or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral Loan Documents; (c) The due and punctual performance of all of the Borrower’s other obligations under the provisions of the Note, the Loan Agreement and the other Loan Documents; (d) The due and punctual payment in full of all sums advanced, including all Additional Advances, and costs and expenses incurred by Lender in connection with the Loan or any part thereof, any renewal, extension or change of or substitution for the Senior Loans that is Loan or any part thereof, whether made or incurred by Borrower or Lender; (e) The due and punctual performance (and not consented to merely the collectibility) of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of or substitution or replacement for, all or any part of the Note, the Loan Agreement or any other Loan Document; and (f) The due and punctual payment in full (and not merely the collectibility) of any and all losses, costs, damages or expenses incurred by the Company or Lender and arising out of any default by Guarantor in performing any of its Subsidiaries); (ii) the obligation of the Company to pay to the Class A Member the QCR Redemption Amount obligations hereunder or any default by Borrower in respect of any Qualified Capital Raise upon the consummation of such Qualified Capital Raise; and (iii) the obligation of the Company to pay to the Class A Member all of the Net Financing Proceeds from the incurrence of any Additional Mezzanine Loan by the Company or performing any of its Subsidiaries upon obligations under the Note, the Loan Agreement or any other Loan Document, regardless of whether such incurrence; providedlosses, howeverdamages or expenses are expressly provided for in the provisions thereof, that or are then otherwise allowable by law. If Borrower fails duly and punctually to pay any of such principal sum, any interest accruing thereon, any other such sum or charge including, without limitation, late charges and prepayment premiums, or any such loss, damages or expenses, Guarantor shall jointly and severally forthwith pay the same, together with interest thereon from the date on which payment thereof by the Borrower became due at the default rate of interest provided in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of (i) the Redemption Price plus (ii) all amounts due to the Class A Member pursuant to Section 1.7 hereofLoan Agreement.

Guaranty of Obligation. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to Administrative Agent (for the Class A Member and its successors and assigns benefit of the Lenders) the payment and performance of the Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is fully and personally liable for the Guaranteed Obligations as a primary obligor. (b) obligor as set forth herein. As used herein, the term “"Guaranteed Obligations” " means (ia) the obligation payment to Administrative Agent (for the benefit of the Company to redeem or cause to be redeemed Lenders) of all of the Class A Member’s Interest in fullRecourse Liabilities, and to pay in full the Redemption Price, (b) upon the occurrence of a Prohibited Transfer Springing Recourse Event, the payment to Administrative Agent (for the benefit of the Lenders) of the Debt. Notwithstanding anything to the contrary contained herein, Guarantor shall have no liability under this Guaranty for Recourse Liabilities or upon Springing Recourse Events to the Class B Member ceasing to be Controlledextent that Guarantor can prove that such Recourse Liabilities or Springing Recourse Events arose from acts or omissions caused by Mezzanine Administrative Agent or its Affiliates (i) in connection with the exercise of remedies under the Mezzanine Loan Documents (including, directly or indirectlywithout limitation, by ARC OPa foreclosure on, or ARC OP ceasing assignment in lieu of foreclosure of, the equity interests in Borrower pursuant to be Controlled, directly or indirectly by the REITMezzanine Loan Documents), or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral for the Senior Loans that is not consented to by the Company or any of its Subsidiaries); (ii) the obligation of the Company to pay to the Class A Member the QCR Redemption Amount in respect of any Qualified Capital Raise upon the consummation after completion of such Qualified Capital Raise; and (iii) foreclosure or assignment in lieu of foreclosure under the obligation of the Company to pay to the Class A Member all of the Net Financing Proceeds from the incurrence of any Additional Mezzanine Loan by the Company or any of its Subsidiaries upon such incurrence; provided, however, that in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of (i) the Redemption Price plus (ii) all amounts due to the Class A Member pursuant to Section 1.7 hereofDocuments.

Guaranty of Obligation. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to the Class A Member Administrative Agent (in its capacity as a Lender), Lenders and its their respective successors and assigns the payment and performance of the Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. (b) As used Notwithstanding anything to the contrary contained herein, the term “Guaranteed Obligations” means (i) the obligation Guarantors shall not have any liability hereunder with respect to any of the Company Guaranteed Obligations and the Administrative Agent shall not be entitled to redeem exercise any of its rights or cause remedies hereunder until the occurrence of the Trigger Date. Further, each Guarantor hereby agrees to be redeemed the Class A Member’s Interest promptly (and in full, any case within 10 days) execute and to pay in full the Redemption Pricedeliver, upon the request of the Administrative Agent following the occurrence of the Trigger Date, a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly by the REIT, or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any written acknowledgement of the Properties or any occurrence of the other collateral for Trigger Date and the Senior Loans that is not consented to by the Company or any validity, enforceability and effectiveness of its Subsidiaries); (ii) the obligation of the Company to pay to the Class A Member the QCR Redemption Amount in respect of any Qualified Capital Raise upon the consummation this Guaranty and of such Qualified Capital Raise; and (iii) the obligation Guarantor’s Guaranteed Obligations as of the Company to pay to the Class A Member all of the Net Financing Proceeds from the incurrence of any Additional Mezzanine Loan by the Company or any of its Subsidiaries upon such incurrenceTrigger Date; provided, however, that in no event failure to deliver such written confirmation shall the Guarantors be not prevent any Guarantor from being liable under this Agreement for Guaranty in accordance with the terms set forth herein. (c) In addition to the foregoing, and notwithstanding anything to the contrary contained herein, the parties hereto hereby agree that the Guarantors’ liability hereunder shall from time to time be limited to an aggregate (joint and several) amount in excess of equal to the sum lesser of (i) the Redemption Price plus $350,000,000 and (ii) all amounts due to (A) $1.75 billion, less (B) the Class A Member pursuant to Section 1.7 hereofthen-outstanding amount of the Bridge Loan guaranteed by such Guarantors.

Guaranty of Obligation. (a) Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Class A Member Agent and its Lender and their successors and assigns assigns, Borrower’s obligation to commence, construct, develop and complete the payment Project in a good and workmanlike manner in accordance with the terms and conditions of the Loan Agreement and the other Loan Documents, including without limitation, the Plans and Specifications, the Business Plan, the Development Agreement and the Construction Schedule, and to perform all other work contemplated or required to be completed pursuant to the Loan Documents through Final Completion (collectively, the “Required Work”); provided that amounts set forth in the Construction Budget shall not be a limitation on any obligation to complete the Required Work in accordance with this Guaranty, regardless of cost. Furthermore, Guarantor shall: (i) perform, construct, erect, install and fully complete, or cause to be performed, constructed, erected, installed and fully completed, the Required Work in accordance with the terms and conditions of the Loan Documents and the Legal Requirements, free and clear of any and all mechanics’ or materialmen’s’ liens (subject to Guarantor’s and/or Borrower’s right to contest liens in accordance with the terms and conditions of Section 5.2.1 of the Loan Agreement, post security against the consequences of their possible foreclosure and procure an endorsement to the title policy insuring Agent and Lenders against the consequences of the foreclosure or enforcement of such liens, in each case to the extent expressly permitted by the Loan Agreement) (collectively, the “Guaranteed Work”), and in all events on or before the Initial Maturity Date, subject to Force Majeure. Without limiting the generality of the foregoing, Guarantor guarantees that with respect to such Guaranteed Work: (A) performance of the Guaranteed Obligations Work shall commence and be completed within the time limits set forth in the Loan Agreement and the Construction Schedule, subject to Force Majeure; (B) the Guaranteed Work shall be performed and completed in accordance with the Loan Documents, including without limitation, the Plans and Specifications, the Business Plan, the Development Agreement and the Construction Schedule, without deviation therefrom unless approved by Agent in writing or as defined belowotherwise required due to Force Majeure; and (C) all costs and expenses of performing the Guaranteed Work, including, without limitation, all Hard Costs, Soft Costs and Project Related Costs (but excluding Carry Costs), shall be paid as and when the same shall be due due, including without limitation, all claims and payabledemands for labor, whether by lapse of timematerials, by acceleration of maturity tools, equipment, supplies and/or services incurred or otherwise. Each Guarantor hereby irrevocably used to construct and unconditionally covenants and agrees that it is liable for complete the Guaranteed Obligations as a primary obligor. (b) As used hereinWork, subject to ▇▇▇▇▇▇▇▇’s right to contest such claims or demands in accordance with the term “Guaranteed Obligations” means (i) the obligation terms and conditions of Section 5.2.1 of the Company to redeem or cause to be redeemed the Class A Member’s Interest in full, and to pay in full the Redemption Price, upon the occurrence of a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly by the REIT, or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral for the Senior Loans that is not consented to by the Company or any of its Subsidiaries); Loan Agreement; (ii) cause the obligation Property at all times to be free and clear of any free and clear of any and all mechanics’ or materialmen’s’ liens (subject to Guarantor’s and/or ▇▇▇▇▇▇▇▇’s right to contest liens in accordance with the terms and conditions of Section 5.2.1 of the Company Loan Agreement, post security against the consequences of their possible foreclosure and procure an endorsement to the title policy insuring Agent and Lenders against the consequences of the foreclosure or enforcement of such liens, in each case to the extent expressly permitted by the Loan Agreement), whether equal or prior in lien or other priority or subordinate to the lien of the Mortgage, and subject to the foregoing rights of Borrower and Guarantor, fully reimburse Agent, Lender, Construction Consultant, Servicer and their respective Affiliates (each, a “Lender Party”, and collectively, the “Lender Parties”), for any and all out-of-pocket sums actually expended or incurred by any Lender Party to pay to or discharge any such liens entered or filed against the Class A Member the QCR Redemption Amount in respect Property, including, without limitation, any and all out-of-pocket costs, damages, expenses and out-of-pocket attorneys’ fees of outside counsel that any Qualified Capital Raise upon the consummation of such Qualified Capital Raise; and Lender Party actually incurs by reason thereof; (iii) fully reimburse Lender Parties for any and all out-of-pocket costs and expenses expended or incurred by any Lender Party for or toward the obligation performance and completion of the Company to pay to the Class A Member all Guaranteed Work as a result of the Net Financing Proceeds from failure by Borrower or Guarantor to prosecute the incurrence Guaranteed Work diligently and complete the same in accordance with the terms and conditions of any Additional Mezzanine the Loan by the Company or any of its Subsidiaries upon such incurrenceDocuments; provided, however, that notwithstanding anything to the contrary contained in no event this Guaranty, Guarantor shall not be responsible for the Guarantors be liable under this Agreement for an aggregate amount in excess performance or payment of any net increased obligations or costs with respect to the Guaranteed Work caused by any elective modification of the sum most currently approved Plans and Specifications made solely by ▇▇▇▇▇▇ and not requested by Borrower or Guarantor, unless such changes (A) are necessary to comply with the then-applicable Legal Requirements and/or any other documents entered into by or on behalf of Borrower, (iB) are necessary to avoid imminent bodily injury, harm or damage to individuals or the Redemption Price plus Property, or to avoid the suspension of any necessary service or utility to the Property, (iiC) all amounts are attributable to and/or necessary to correct any defects in construction or clear errors in the underlying construction contracts, (D) are necessitated by field conditions and that are not voluntary changes or additions to the scope of the Project, and/or (E) are attributable to the procurement of alternative materials or products due to the Class A Member unavailability or shortage of applicable materials or products (including as a result of the imposition of tariffs) each such change (i.e., that is not within the foregoing exceptions); and (iv) fully indemnify, defend and hold Lender Parties harmless from and against any and all out-of-pocket costs, claims, actions, causes of action, losses, liabilities or expenses, including, without limitation, attorney’s fees of outside counsel and court costs and damages related to or resulting or arising from any failure by Borrower or Guarantor to fully perform and complete the Guaranteed Work as and when required under the Loan Documents, but specifically excluding any special, punitive or consequential damages, including, without limitation, diminution in value of the collateral for the Loan. (b) Guarantor hereby absolutely and unconditionally guarantees to Agent and Lender payment of any amount required to be funded by Borrower to the Rebalancing Reserve Account in accordance with the Loan Agreement (regardless of whether construction has commenced, the conditions for Advances have been met, the Maturity Date has occurred or there has been an acceleration of the Loan) and payment of any Shortfall amount due and payable under the Loan Agreement (regardless of whether construction has commenced, the Maturity Date has occurred or there has been an acceleration of the Loan), and, for the avoidance of doubt, neither Agent nor ▇▇▇▇▇▇ shall be required to demonstrate a loss or other impairment under the Loan in order to enforce the obligation in this clause (b). (c) If Guarantor undertakes to complete the Guaranteed Work as provided above, Guarantor shall comply with all of the requirements of the Loan Documents relating to the Guaranteed Work. If Guarantor fails to comply with such requirements, and then if Agent (on behalf of Lender) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Required Work, the provisions of Section 1.1(d) of this Guaranty shall apply. Any amounts expended by Agent or ▇▇▇▇▇▇ and not reimbursed within ten (10) Business Days of demand therefor shall accrue interest at the Default Rate until paid in full. (d) If Agent (on behalf of Lender) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Required Work upon Guarantor’s failure to comply with the provisions of Section 1.1(a)(i) above, Guarantor shall not have the right to complete the Required Work, but shall remain liable for all other obligations under this Guaranty. (e) The payment, compliance and performance obligations guaranteed by Guarantor pursuant to this Section 1.7 hereof1.1 are hereinafter collectively referred to as the “Guaranteed Obligations”. The liabilities of Guarantor under this Section 1.1 shall not be limited by the amount of the Loan, but shall be determined solely by the cost of performance and completion of the Guaranteed Work and the performance of the other undertakings set forth in this Section 1.1.

Guaranty of Obligation. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to Lender the Class A Member prompt and its successors and assigns the unconditional payment and performance of the Guaranteed Obligations (as defined below) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. (b) . As used herein, the term “Guaranteed Obligations” means shall mean (a) the timely Completion of the Project in accordance with the Loan Agreement, including (i) keeping the obligation Property free and clear of all Liens or claims of Liens arising or incurred in connection with the Completion of the Company to redeem or cause to be redeemed the Class A Member’s Interest in fullProject, and to pay in full the Redemption Price, upon the occurrence of a Prohibited Transfer or upon the Class B Member ceasing to be Controlled, directly or indirectly, by ARC OP, or ARC OP ceasing to be Controlled, directly or indirectly except as permitted by the REITLoan Documents (including the right to contest such Liens in accordance with the Loan Documents), or the REIT ceasing to be Controlled, directly or indirectly, by AR Capital, LLC (excluding any Prohibited Transfer or change in Control resulting from the foreclosure by any Senior Lender on any of the Properties or any of the other collateral for the Senior Loans that is not consented to by the Company or any of its Subsidiaries); (ii) the obligation payment of all Hard Costs and Soft Costs (including, without limitation, any Soft Cost reimbursements not covered pursuant to any Builder’s Risk insurance policy obtained by the Borrower in the event of a casualty to the Property prior to Completion) related to, and the obligations, liabilities and expenses incurred in connection with, the Completion of the Company to pay Project, which, for the avoidance of doubt, shall include any cost overruns or increased costs, subject to the Class A Member provisions of the QCR Redemption Amount in respect of any Qualified Capital Raise upon the consummation of such Qualified Capital Raise; and Loan Documents, (iii) to pay for or fund all amounts that Borrower may be required to deposit with Lender as a Shortfall pursuant to the obligation Loan Agreement so that the Loan remains in balance and (iv) without limiting clause (a)(i) above, the payment of all claims relating to the Completion of the Company Project before they become delinquent, subject to pay Borrower’s right to contest such claims in accordance with the Class A Member all of the Net Financing Proceeds from the incurrence of any Additional Mezzanine Loan by the Company or any of its Subsidiaries upon such incurrence; providedDocuments, however, that in no event shall the Guarantors be liable under this Agreement for an aggregate amount in excess of the sum of and (ib) the Redemption Price plus (ii) all amounts due payment of expenses to the Class A Member Lender pursuant to Section 1.7 hereofbelow.