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 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. 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. 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. (a) Each Guarantor hereby irrevocably and unconditionally guarantees to the Class A Member due and its successors and assigns the prompt payment and performance in full when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of the following (the “Guaranteed Obligations”): (a) the principal of, interest on, and all other amounts due at any time under the Note or any other Loan Document, including prepayment penalties, late payment charges, interest charged at the default rate (if applicable), and accrued interest as provided in the Loan Documents (including interest that may accrue during the pendency of any proceeding under Bankruptcy laws as described below), advances, costs and expenses to perform the obligations of Borrower or to protect the Property or the security of the Security Instrument; (b) all other covenants, agreements, liabilities, obligations (including indemnity obligations and any other monetary obligations) of Borrower under the Loan Documents; and (c) all expenses and costs, including reasonable attorneys’ fees and expenses, fees and out-of-pocket expenses of expert witnesses and costs of investigation, incurred by ▇▇▇▇▇▇ as a result of any default under the Loan Documents or in connection with efforts to collect any amount due under the Loan Documents, or to enforce the provisions of the Loan Documents, including those incurred in post- judgment collection efforts and in any bankruptcy or insolvency proceeding or any judicial or non judicial foreclosure proceeding or other exercise by Lender of its rights and remedies under any Loan Document or any transfer in lieu of foreclosure (a “Foreclosure Event”), including any action for relief from the automatic stay of any bankruptcy proceeding or Foreclosure Event, to the extent permitted by law. Without limiting the generality of the foregoing, Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations (as defined below) as and when would be owed by Borrower to Lender under 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 Loan Documents but 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 fact that they are unenforceable 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 allowable due to the Class A Member pursuant existence of a proceeding under Title 11 of the United States Code, 11 U.S.C. § 101 et seq., as the same may be amended from time to Section 1.7 hereoftime, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law (collectively, “Bankruptcy Laws”).

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 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.

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.”