Www Mortgagebankukmortgage Tag Movers Mortgage Bank Mortgage Payment Guaranty¸¶¿îµ£±£Êé - ÖÐÂÉÍø

2008-03-08¡¡À´Ô´£º¡¡×÷Õߣº¡¡Ãâ·Ñ·¨ÂÉ×Éѯ

THIS PAYMENT GUARANTY ("Guaranty") is made effective as of _________,_________,_________(M,D,Y), by and between AAA INC., a _________(PLACENAME) corporation ("AAA"), _________(ADDRESS), and BBB, a national banking association (the "Bank"),_________(ADDRESS).

RECITALS

A. Pursuant to the terms and conditions contained in a Loan Agreement dated _________,_________,_________(M,D,Y), between FFF LLC, a _________(PLACENAME) limited liability company (the "Company"), and Bank (the "Loan Agreement"), Bank has agreed to make the Company a construction loan in an amount not to exceed $,_________(the "Loan") to assist the Company in constructing a charter school to be known as the Dayton View Academy (the "Improvements") upon a parcel of real estate containing approximately _________ acres of land located at _________(ADDRESS), (the "Premises"). The Company has leased the Premises pursuant to the terms and conditions contained in a Ground Lease Agreement dated as of _________,_________,_________(M,D,Y) as amended by a First Amendment to Ground Lease dated as of _________,_________,_________(M,D,Y)(collectively, the "Ground Lease"), between CCC("CCC"), as Landlord, and DDD, Inc., an _________(PLACENAME) non-profit corporation ("DDD"), as Tenant. The Ground Lease has been assigned and transferred to the Company by DDD pursuant to the terms and conditions contained in an Assignment and Assumption of Ground Lease and Lessor Consent dated as of _________,_________,_________(M,D,Y)(the "Ground Lease Assignment), between DDD, as Assignor, the Company, as Assignee, and CCC, as Lessor. The Premises and Improvements will be subleased to EEE, Inc., an _________(PLACENAME) non-profit corporation ("EEE"), pursuant to the terms and conditions contained in a Sublease Agreement dated as of _________,_________,_________(M,D,Y), between DDD, as Sublessor, and EEE, as Sublessee, as amended by an Amended and Restated Sublease Agreement dated as of _________,_________,_________(M,D,Y), between the Company, as Sublessor, and EEE, as Sublessee (collectively, the "Sublease"). The Sublease has been assigned and transferred to the Company by DDD pursuant to the terms and conditions contained in an Assignment and Assumption of Sublease and Sublessee Consent and Acknowledgement dated as of _________,_________,_________(M,D,Y)(the "Sublease Assignment"), by and between DDD, as Assignor, the Company, as Assignee, and EEE, as Sublessee.

B. The Company has executed and delivered to Bank (i) a Promissory Note dated _________,_________,_________(M,D,Y)in the face amount of $,_________(the "Note") as evidence of the Loan to be made by Bank to the Company, and (ii) an Open-End Leasehold Mortgage, Assignment of Leases, Rents and Contracts Rights and Security Agreement dated _________,_________,_________(M,D,Y) (the "Mortgage") in which the Company has mortgaged to Bank its leasehold estate in the Improvements and Premises as security for the repayment of the Loan.

C. The Company has also executed and delivered to Bank (i) a Deposit Assignment dated _________,_________,_________(M,D,Y) (the "Deposit Assignment") in which the Company has assigned and transferred to Bank all of its right, title and interest in its cash security including, but not limited to, all demand deposit accounts (the "Cash Security") which the Company maintains at Bank as security for the repayment of the Loan, and (ii) an Environmental Indemnity Agreement dated _________,_________,_________(M,D,Y) (the "Environmental Indemnity") in which the Company has agreed to indemnify Bank from certain environmental liabilities in connection with its leasehold estate in the Premises.

D. The Company has also executed and delivered to Bank a Security Agreement dated _________,_________,_________(M,D,Y) (the "Security Agreement") in which the Company has granted Bank a first lien security interest in (i) all accounts, accounts receivable, contract rights, chattel paper, instruments, general intangibles and all other obligations and receivables now owned or hereafter acquired by the Company ("Receivables"), (ii) all inventory, including, but not limited to, all goods, merchandise, raw materials, goods in process, finished goods and other tangible personal property now owned or hereafter acquired and held for sale or lease or to be furnished under contracts of service or to be used or consumed in the Company's business ("Inventory"), (iii) all machinery, equipment, furniture, fixtures and tangible personal property of every kind and description, now owned or hereafter acquired by the Company and wherever located ("Equipment"), (iv) all replacements of and additions to the Equipment (the "Replacements and Additions"), and (v) all proceeds of the Receivables, Inventory and Equipment including, without limitation, all insurance proceeds (the "Proceeds") as security for the repayment of the Loan. The Loan Agreement, Note, Mortgage, Security Agreement, Deposit Assignment and Environmental Indemnity shall hereinafter be referred to collectively as the "Loan Documents". The term "Collateral" shall mean the Improvements, Premises, Accounts Receivable, Equipment, Replacements and Additions and Proceeds and Cash Security.

E. Bank has conditioned its making of the Loan to the Company upon receipt of this Guaranty in which AAA unconditionally guarantees, subject to the terms hereof, to Bank (i) the full and prompt repayment of all principal and interest payments which become due and payable to Bank upon the Loan as evidenced by the Note, and (ii) the full and prompt payment of all amounts, obligations and liabilities which become due and payable to Bank upon the Loan Documents.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Guaranty, AAA and Bank hereby agree as follows:

ARTICLE I. REPRESENTATIONS AND WARRANTIES

SECTION 1.1. REPRESENTATIONS AND WARRANTIES. AAA hereby represents and warrants to Bank the following:

(a) There are no actions, suits or proceedings pending or, to the knowledge of AAA, threatened against or affecting AAA or involving the validity or enforceability at law or in equity before any court or before or by any governmental authority or any other matters which would materially impair the ability of AAA to pay when due any amounts which may become payable in respect of the Loan or would reasonably be expected to result in any material adverse change in the business or condition of AAA; to the knowledge of AAA, AAA is not in violation of any applicable statute or regulation of any governmental authorities having jurisdiction over AAA which would have a materially adverse effect on AAA's ability to perform its obligations hereunder; and to the best knowledge of AAA, AAA is not in default with respect to any order, writ, injunctions, decree or demand of any court or any governmental authority; and there are not, to its knowledge, any claims against AAA which would have a materially adverse effect on AAA's ability to perform its obligations hereunder.

(b) The consummation of the transaction contemplated hereby and the execution, delivery and performance of this Guaranty will not result in a breach of, or constitute a default under any agreement or any other instrument to which AAA is a party or by which AAA may be bound or any applicable court or governmental order or regulation.

(c) Any and all financial statements heretofore delivered to Bank by AAA are true and correct in all material respects and fairly present the financial condition of AAA as of the dates thereof, and no materially adverse change has occurred in the financial conditions reflected therein since the respective dates thereof.

SECTION 1.2. COVENANTS. From the date of this Guaranty until the Loan has been fully paid as to both principal and interest, AAA shall:

(a) Furnish Bank as soon as available, but in any event within _________ (_________) days after the end of each fiscal quarter of AAA, with (i) a balance sheet of AAA as of the end of such fiscal quarter, (ii) a statement of income and retained earnings of AAA for such fiscal quarter, (iii) a cash flow statement of AAA for such fiscal quarter, and (iv) such other financial information as Bank may reasonably request. These financial statements shall (i) be prepared in reasonable detail, (ii) state in comparative form the respective figures for the corresponding 4 date and period in the previous fiscal year, (iii) be prepared in accordance with generally accepted accounting principals consistently applied, subject to normal year-end adjustments, and (iv) be certified by the chief financial officer of AAA.

(b) Furnish Bank as soon as available, but in any event within _________(_________) days after the end of each fiscal year of AAA, with (i) a balance sheet of AAA as of the end of such fiscal year, (ii) a statement of income and retained earnings of AAA for such fiscal year, and (iii) a cash flow statement of AAA for such fiscal year. These financial statements shall (i) be prepared in reasonable detail, (ii) state in comparative form the respective figures for the corresponding date and period in the previous fiscal year, (iii) be prepared in accordance with generally accepted accounting principles consistently applied, and (iv) be audited by an independent certified public accounting firm selected by AAA and reasonably acceptable to Bank.

ARTICLE II. GUARANTY

SECTION 2.1. PAYMENT GUARANTY. AAA hereby unconditionally guarantees to Bank the repayment of the following liabilities:

(a) The full and prompt payment of all principal and interest payments which become due and payable, whether by acceleration, or otherwise, to Bank from the Company upon the Loan as evidenced by the Note; and

(b) The full and prompt payment of all amounts, obligations and liabilities which become due and payable to Bank from the Company pursuant to the Loan Documents including, but not limited to, all obligations to Bank under the Environmental indemnity.

The term "Liabilities" as used in this Guaranty shall mean all liabilities as described in Section 2.1(a) and 2.1(b) of this Guaranty. If the Company shall fail to pay all or any part of the Liabilities when due, whether by acceleration or otherwise, AAA shall pay Bank, upon Bank's written demand, the amount due and unpaid by the Company in a like manner as if such amount constituted the direct obligation of AAA. Bank's failure to provide AAA with a written demand for payment shall not be construed as a waiver of Bank's rights against AAA under this Guaranty. Prior to any demand upon AAA, Bank shall not be required to make any demand upon or pursue or exhaust any of its rights or remedies against the Company or any other guarantors of the Liabilities or to pursue or exhaust any of its rights or remedies under the Mortgage, Security Agreement or Deposit Assignment with respect to the Collateral. AAA shall have no right of subrogation with respect to the Liabilities unless and until Bank shall have received full payment of all Liabilities. Upon payment in full of the Liabilities by AAA after a default in payment by the Company, Bank shall assign and transfer to AAA all of Bank's right, title and interest in the Loan Documents.

SECTION 2.2. TERMINATION OF GUARANTY. The obligations of AAA under this Guaranty shall be absolute and unconditional and shall remain in full force and effect until all Liabilities have been paid in full and all of the Company's obligations to Bank under the Loan Documents have been fully satisfied including, but not limited to, all of the Company's obligations to Bank under the Environmental Indemnity. AAA acknowledges that the Company's obligations to Bank under the Environmental Indemnity shall survive the payment of the Loan. Upon termination of AAA's liability to Bank under this Guaranty, Bank shall either (i) provide AAA with a separate cancellation of this Guaranty, or (ii) return to AAA the original of this Guaranty with a notation that this Guaranty has been either paid or satisfied by the payment of the Liabilities.

SECTION 2.3. WAIVER. AAA hereby expressly waives:

(a) Notice from Bank that Bank has accepted and is relying upon this Guaranty;

(b) Notice from Bank that Bank has made the Loan to the Company;

zWww Mortgagebankukmortgage Tag Movers Mortgage Bank Mortgage Payment Guaranty¸¶¿îµ£±£Êé - ÖÐÂÉÍøc Mortgage Bank Mortgage Program tWww Mortgagebankukmortgage Tag Movers Mortgage Bank Mortgage Payment Guaranty¸¶¿îµ£±£Êé - ÖÐÂÉÍøn e Mortgage Bank Mortgage o Mortgage Bank Mortgage Mortgage Bank Mortgage