GUARANTOR ACKNOWLEDGEMENT
Exhibit 10.54
GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of July 20, 2012 (this Acknowledgement) executed by each of the undersigned (the Guarantors) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), the Issuing Bank and each Lender a party to the Credit Agreement referred to below.
WHEREAS, MHC Operating Limited Partnership (the Borrower), Equity Lifestyle Properties, Inc. (the Parent), the Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Credit Agreement dated as of May 19, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement);
WHEREAS, each of the Guarantors is a party to that certain Amended and Restated Guaranty dated as of May 19, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the Guaranty) pursuant to which they guarantied, among other things, the Borrowers obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;
WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into a Third Amendment to Amended and Restated Credit Agreement dated as of the date hereof (the Amendment), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:
Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.
Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.
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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.
THE GUARANTORS: | ||
MHC TRUST | ||
By: | Equity Lifestyle Properties, Inc., Its sole Voting Shareholder |
By: | /s/ Paul Seavey | |||
Name: | Paul Seavey | |||
Title: | SVP And Treasurer |
MHC T1000 TRUST | ||
By: | MHC Operating Limited Partnership, its sole Voting Shareholder | |
By: | MHC Trust, its General Partner | |
By: | Equity Lifestyle Properties, Inc., its sole Voting Shareholder |
By: | /s/ Paul Seavey | |||
Name: | Paul Seavey | |||
Title: | SVP And Treasurer |
EQUITY LIFESTYLE PROPERTIES, INC. | ||||
By: | /s/ Paul Seavey | |||
Name: | Paul Seavey | |||
Title: | SVP And Treasurer |