exv10w51






Exhibit 10.51




EXECUTION COPY




GUARANTY




     THIS GUARANTY dated as of July 1, 2011 executed and delivered by each of the undersigned and
the other Persons from time to time party hereto pursuant to the execution and delivery of an
Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other
Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Administrative Agent (the “Administrative
Agent”) for the Lenders under that certain Term Loan Agreement dated as of July 1, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by
and among MHC Operating Limited Partnership (the “Borrower”), Equity Lifestyle Properties, Inc.
(the “Parent”), the financial institutions party thereto and their assignees under Section 12.6.
thereof (the “Lenders”) and the Administrative Agent (the Administrative Agent and the Lenders,
each individually a “Guarantied Party” and collectively, the “Guarantied Parties”) and the other
parties thereto.



     WHEREAS, pursuant to the Loan Agreement and the Guarantied Parties have agreed to make
available to the Borrower certain financial accommodations on the terms and conditions set forth in
the Loan Agreement;



     WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually
dependent on each other in the conduct of their respective businesses as an integrated operation
and have determined it to be in their mutual best interests to obtain financing from the
Administrative Agent and the Lenders through their collective efforts;



     WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from
the Guarantied Parties making such financial accommodations available to the Borrower under the
Loan Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations
to the Administrative Agent and the Lenders on the terms and conditions contained herein; and



     WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the
Administrative Agent and the Lenders making such financial accommodations to the Borrower.



          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each Guarantor, each Guarantor agrees as follows:




     Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and
unconditionally guaranties the due and punctual payment and performance when due, whether at stated
maturity, by acceleration or otherwise, of all of the following (collectively referred to as the
“Guarantied Obligations”): (a) all Obligations under the Loan Agreement and the other Loan
Documents to the Administrative Agent or any other Guarantied Party thereunder or in connection
therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the
foregoing; (c) all reasonable out-of-pocket expenses, including, without limitation, reasonable
attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any other
Guarantied Party in the enforcement of any of the foregoing or any obligation of such Guarantor
hereunder; and (d) all other Obligations.













 





     Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of
payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, the
Guarantied Parties shall not be obligated or required before enforcing this Guaranty against any
Guarantor: (a) to pursue any right or remedy the Guarantied Parties may have against the Borrower,
any other Loan Party or any other Person or commence any suit or other proceeding against the
Borrower, any other Loan Party or any other Person in any court or other tribunal; (b) to make any
claim in a liquidation or bankruptcy of the Borrower, any other Loan Party or any other Person; or
(c) to make demand of the Borrower, any other Loan Party or any other Person or to enforce or seek
to enforce or realize upon any collateral security held by the Guarantied Parties which may secure
any of the Guarantied Obligations.



     Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the documents evidencing the
same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each
Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with
its terms and shall remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including without limitation, the following (whether or not such Guarantor consents
thereto or has notice thereof):



     (a) (i) any change in the amount, interest rate or due date or other term of any of the
Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any
portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the
departure from or other indulgence with respect to, the Loan Agreement, any other Loan Document, or
any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any
waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or
inaction under or in respect of, the Loan Agreement, any of the other Loan Documents, or any other
documents, instruments or agreements relating to the Guarantied Obligations or any other instrument
or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or
transfer of any of the foregoing;



     (b) any lack of validity or enforceability of the Loan Agreement, any of the other Loan
Documents or any other document, instrument or agreement referred to therein or evidencing any
Guarantied Obligations or any assignment or transfer of any of the foregoing;



     (c) any furnishing to the Guarantied Parties of any security for the Guarantied Obligations,
or any sale, exchange, release or surrender of, or realization on, any collateral securing any of
the Obligations;



     (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor,
or any liability of any other party with respect to the Guarantied Obligations, or any
subordination of the payment of the Guarantied Obligations to the payment of any other liability of
the Borrower or any other Loan Party;



     (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party
or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver,
or by any court, in any such proceeding;



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     (f) any act or failure to act by the Borrower, any other Loan Party or any other Person which
may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;



     (g) any nonperfection or impairment of any security interest or other Lien on any collateral,
if any, securing in any way any of the Obligations;



     (h) any application of sums paid by the Borrower, any other Guarantor or any other Person with
respect to the liabilities of the Borrower to the Guarantied Parties, regardless of what
liabilities of the Borrower remain unpaid;



     (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the
exercise thereof;



     (j) any defense, set off, claim or counterclaim (other than payment and performance in full of
the Guarantied Obligations) which any at any time be available to or be asserted by the Borrower,
any other Loan party or any other Person against the Administrative Agent or any other Guarantied
Party;



     (k) any change in corporate existence, structure or ownership of the Borrower or any other
Loan Party;



     (l) any statement, representation or warranty made or deemed made by or on behalf of the
Borrower, any other Guarantor or any other Loan Party under any Loan Document, or any amendment
hereto or thereto, proves to have been incorrect or misleading in any respect; or



     (m) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a Guarantor hereunder (other than payment and performance in full or release or
termination of the obligations of any Guarantor hereunder as provided by the terms of the Loan
Agreement).



     Section 4. Action with Respect to Guarantied Obligations. The Guaranteed Parties
may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and
without discharging any Guarantor from its obligations hereunder, take any and all actions
described in Section 3. and may otherwise: (a) amend, modify, alter or supplement the terms of any
of the Guarantied Obligations, including, but not limited to, extending or shortening the time of
payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any
of the Guarantied Obligations; (b) amend, modify, alter or supplement the Loan Agreement or any
other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any
collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person
liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or
refrain from exercising, any rights against the Borrower, any other Loan Party or any other Person;
and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in
such order as the Guarantied Parties shall elect.



     Section 5. Representations and Warranties. Each Guarantor hereby makes to the
Administrative Agent and the other Guarantied Parties all of the representations and warranties
made by the Borrower with respect to or in any way relating to such Guarantor in the Loan Agreement
and the other Loan Documents, as if the same were set forth herein in full.



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     Section 6. Covenants. Each Guarantor will comply with all covenants that which the
Borrower is to cause such Guarantor to comply with under the terms of the Loan Agreement or any of
the other Loan Documents.



     Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable
Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or thing, which in any
manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to
discharge such Guarantor from its obligations hereunder.



     Section 8. Inability to Accelerate Loan. If the Guarantied Parties or any of them
are prevented under Applicable Law or otherwise from demanding or accelerating payment of any one
of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative
Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor, upon
demand therefor, the sums which otherwise would have been due had such demand or acceleration
occurred.



     Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the
Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guarantied Obligations, and the
Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of
(a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or
(b) any settlement or compromise of any such claim effected by the Administrative Agent or such
other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy
for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree,
order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or
the cancellation of the Loan Agreement, any of the other Loan Documents, or any other instrument
evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the
Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the
same extent as if such amount had never originally been paid to the Administrative Agent or such
other Guarantied Party.



     Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder
for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee
against the Borrower; provided, however, that such Guarantor shall not enforce any
right or receive any payment by way of subrogation or otherwise take any action in respect of any
other claim or cause of action such Guarantor may have against the Borrower arising by reason of
any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the
Guarantied Obligations have been paid and performed in full. If any amount shall be paid to such
Guarantor on account of or in respect of such subrogation rights or other claims or causes of
action, such Guarantor shall hold such amount in trust for the benefit of the Guarantied Parties
and shall forthwith pay such amount to the Administrative Agent to be credited and applied against
the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Loan
Agreement.



     Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder,
whether of principal, interest, fees, expenses, premiums or otherwise, shall be paid in full,
without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes,
subject to Section 3.10. of the Loan Agreement), and if such Guarantor is required by Applicable
Law or by any Governmental Authority to make any such deduction or withholding, subject to Section
3.10. of



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the Loan Agreement, such Guarantor shall pay to the Administrative Agent and the Lenders such
additional amount as will result in the receipt by the Administrative Agent and the Lenders of the
full amount payable hereunder had such deduction or withholding not occurred or been required.




     Section 12. Set-off. In addition to any rights now or hereafter granted under any of
the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each
Guarantor hereby authorizes each Guarantied Party and each Participant, at any time while an Event
of Default exists, subject to and pursuant to Section 12.4 of the Loan Agreement, without any prior
notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but
in the case of a Lender or a Participant subject to receipt of the prior written consent of the
Administrative Agent and Requisite Lenders, exercised in their sole discretion, to set-off and to
appropriate and to apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other
indebtedness at any time held or owing by the Administrative Agent, such Lender, or such
Participant or any affiliate of the Administrative Agent, or such Lender to or for the credit or
the account of such Guarantor against and on account of any of the Guarantied Obligations, although
such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent
permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and
other rights with respect to its participation as fully as if such Participant were a direct
creditor of such Guarantor in the amount of such participation, to the extent permitted under the
Loan Agreement.



     Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for
the benefit of the Guarantied Parties that all obligations and liabilities of the Borrower to such
Guarantor of whatever description, including without limitation, all intercompany receivables of
such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and
junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, then
no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by
setoff or otherwise) from the Borrower on account of or in any manner in respect of any Junior
Claim until all of the Guarantied Obligations have been paid in full.



     Section 14. Avoidance Provisions. It is the intent of each Guarantor, the
Administrative Agent and the other Guarantied Parties that in any Proceeding, such Guarantor’s
maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not
otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such
Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in
such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the
Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state fraudulent transfer
or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section
544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or
unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such
Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as
the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor
hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum
Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that
amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred
under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any
other obligations of such Guarantor to the Guarantied Parties), to be subject to avoidance under
the Avoidance Provisions. This Section is intended solely to preserve the rights of the
Administrative Agent and the other Guarantied Parties hereunder to the maximum extent that would
not cause the



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obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions,
and no Guarantor or any other Person shall have any right or claim under this Section as against
the Guarantied Parties that would not otherwise be available to such Person under the Avoidance
Provisions.




     Section 15. Right of Contribution. The Guarantors hereby agree as among themselves
that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share (as defined below) of such Excess Payment. The payment obligations of any
Guarantor under this Section shall be subordinate and subject in right of payment to the
Obligations until such time as the Obligations have been paid in full and the Commitments have
expired or terminated, and none of the Guarantors shall exercise any right or remedy under this
Section against any other Guarantor until such Obligations have been paid in full and the
Commitments have expired or terminated. This Section shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable
Law against the Borrower in respect of any payment of Guarantied Obligations. Notwithstanding the
foregoing, all rights of contribution against any Guarantor shall terminate from and after such
time, if ever, that such Guarantor shall cease to be a Guarantor in accordance with the applicable
provisions of the Loan Documents. For purposes of this Section, the following terms have the
indicated meanings:



     (a) “Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of
any Guarantied Obligations.



     (b) “Ratable Share” means, for any Guarantor in respect of any payment of Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i)
the amount by which the aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all
assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided,
however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect
of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any
such payment shall be deemed to have been a Guarantor on the date of such payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized
for such Guarantor in connection with such payment.



     (c) “Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any
other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i)
the amount by which the aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all
assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds
the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties
other than the maker of such Excess Payment; provided, however, that, for purposes
of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any
Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed
to have been a Guarantor on the date of such Excess Payment and the



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financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be
utilized for such Guarantor in connection with such Excess Payment.




     Section 16. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the financial condition of the Borrower and the other Loan Parties, and
of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that neither of the Administrative Agent nor any other Guarantied Party shall have any duty
whatsoever to advise any Guarantor of information regarding such circumstances or risks.



     Section 17. Governing Law. THIS GUARANTY 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 18. WAIVER OF JURY TRIAL.



     (a) EACH GUARANTOR, AND EACH OF THE ADMINISTRATIVE AGENT AND THE OTHER GUARANTIED PARTIES BY
ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN SUCH GUARANTOR,
THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND
COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE
OTHER GUARANTIED PARTIES HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF
ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY
PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER
SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE
LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.



     (B) EACH GUARANTOR, AND EACH OF THE ADMINISTRATIVE AGENT AND THE OTHER GUARANTIED PARTIES BY
ACCEPTING THE BENEFITS HEREOF, HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK
SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE
GUARANTORS, THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTIES, PERTAINING DIRECTLY OR
INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM. EACH GUARANTOR AND EACH OF THE GUARANTIED PARTIES EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO
SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF



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FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE
ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT
OR ANY OTHER GUARANTIED PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE
JURISDICTION.




     (C) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, AND
THE TERMINATION OF THIS GUARANTY.



     Section 19. Loan Accounts. The Administrative Agent and each other Guarantied Party
may maintain books and accounts setting forth the amounts of principal, interest and other sums
paid and payable with respect to the Guarantied Obligations arising under or in connection with the
Loan Agreement, and in the case of any dispute relating to any of the outstanding amount, payment
or receipt of any of such Guarantied Obligations or otherwise, the entries in such books and
accounts shall be deemed conclusive evidence of amounts and other matters set forth herein, absent
manifest error. The failure of the Administrative Agent or other Guarantied Party to maintain such
books and accounts shall not in any way relieve or discharge any Guarantor of any of its
obligations hereunder.



     Section 20. Waiver of Remedies. No delay or failure on the part of the
Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may
have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single
or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or
remedy shall preclude any other or further exercise thereof or the exercise of any other such right
or remedy.



     Section 21. Termination. Notwithstanding any provision contained herein to the
contrary, except as provided in Section 9, this Guaranty shall remain in full force and effect with
respect to each Guarantor until payment in full of the Guarantied Obligations and the termination
of the Loan Agreement in accordance with Section 12.11 thereof, in each case other than contingent
indemnification obligations for which no claim has been made, and the termination or cancellation
of the Loan Agreement in accordance with its terms.



     Section 22. Successors and Assigns. Each reference herein to the Administrative
Agent or any other Guarantied Party shall be deemed to include such Person’s respective successors
and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose
favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor
shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also
shall be binding. The Guarantied Parties may, in accordance with the applicable provisions of the
Loan Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations
in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor
and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Subject to
Section 12.9. of the Loan Agreement, each Guarantor hereby consents to the delivery by the
Administrative Agent and any other Guarantied Party to any Assignee or Participant (or any
prospective Assignee or Participant) of any financial or other information regarding the Borrower
or any Guarantor. No Guarantor may assign or transfer its obligations hereunder to any Person
without the prior written consent of all Lenders and any such assignment or other transfer to which
all of the Lenders have not so consented shall be null and void.



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     Section 23. Joint and Several Obligations. The Obligations of the Guarantors
hereunder shall be joint and several, and accordingly, each guarantor confirms that it is liable
for the full amount of the “Guarantied Obligations” and all of the obligations and liabilities of
each of the other Guarantors hereunder.



     Section 24. Amendments. This Guaranty may not be amended except in writing signed by
the Administrative Agent and each Guarantor, subject to Section 12.7 of the Loan Agreement.



     Section 25. Payments. All payments to be made by any Guarantor pursuant to this
Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at
its Principal Office, not later than 1:00 p.m. Central time on the date of demand therefor.



     Section 26. Notices. All notices, requests and other communications hereunder shall
be in writing (including facsimile transmission or similar writing) and shall be given (a) to each
Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or
any other Guarantied Party at its respective address for notices provided for in the Loan
Agreement, or (c) as to each such party at such other address as such party shall designate in a
written notice to the other parties. Each such notice, request or other communication shall be
effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand
delivered, when delivered; provided, however, that any notice of a change of
address for notices shall not be effective until received.



     Section 27. Severability. In case any provision of this Guaranty shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     Section 28. Headings. Section headings used in this Guaranty are for convenience
only and shall not affect the construction of this Guaranty.



     Section 29. Limitation of Liability. Neither the Administrative Agent nor any other
Guarantied Party, nor any affiliate, officer, director, employee, attorney, or agent of the
Administrative Agent or any other Guarantied Party, shall have any liability with respect to, and
each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in
connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan
Documents, or any of the transactions contemplated by this Guaranty, the Loan Agreement or any of
the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the
Administrative Agent or any other Guarantied Party or any of the Administrative Agent’s or any
other Guarantied Party’s affiliates, officers, directors, employees, attorneys, or agents for
punitive damages in respect of any claim in connection with, arising out of, or in any way related
to, this Guaranty, the Loan Agreement or any of the other Loan Documents, or any of the
transactions contemplated by hereby or thereby.



     Section 30. Electronic Delivery of Certain Information. Each Guarantor acknowledges
and agrees that information regarding the Guarantor may be delivered electronically pursuant to
Section 8.6 of the Loan Agreement.



     Section 31. Definitions. (a) For the purposes of Section 14 of this Guaranty:



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     “Proceeding” means any of the following: (i) a voluntary or involuntary case
concerning any Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii) a
custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed
for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any
other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in
effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or
bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit
of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a
meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix)
any Guarantor shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor
for the purpose of effecting any of the foregoing.



     (b) Terms not otherwise defined herein are used herein with the respective meanings given them
in the Loan Agreement.



[Signatures on Following Page]







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     IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the
date and year first written above.



	 	 	 	 	 
	 	MHC TRUST

 	 
	 	By:  	Equity Lifestyle Properties, Inc.,
 	 
	 	 	Its sole Voting Shareholder 	 
	 	 	 
	 	By:  	                                      /s/ Paul Seavey
 	 
	 	 	Name:  	Paul Seavey 	 
	 	 	Title:  	Vice President 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:  	Vice President and Treasurer 	 
	 
	 	EQUITY LIFESTYLE PROPERTIES, INC.

 	 
	 	By:  	/s/ Paul Seavey
 	 
	 	 	Name:  	Paul Seavey 	 
	 	 	Title:  	Vice President and Treasurer 	 


Address for Notices for all Guarantors:



c/o MHC Operating Limited Partnership

130 N. Wacker Drive

Chicago, Illinois 60606

Attention: Kenneth Kroot, General Counsel

Telecopy: (312) 279-1653

Telephone: (312) 279-1652

Attention: Paul Seavey, Vice President

Telecopy: (312) 279-1710

Telephone: (312) 279-1488













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EXECUTION COPY




ANNEX I




FORM OF ACCESSION AGREEMENT




     THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by
______________________, a _____________ (the “New Guarantor”) in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Administrative Agent (the “Administrative
Agent”) for the Lenders under that certain Term Loan Agreement dated as of July 1, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by
and among MHC Operating Limited Partnership (the “Borrower”), Equity Lifestyle Properties, Inc.
(the “Parent”), the financial institutions party thereto and their assignees under Section 12.6.
thereof (the “Lenders”), Administrative Agent, (the Administrative Agent and the Lenders, each
individually a “Guarantied Party” and collectively, the “Guarantied Parties”), and the other
parties thereto.



     WHEREAS, pursuant to the Loan Agreement, the Guarantied Parties have agreed to make available
to the Borrower certain financial accommodations on the terms and conditions set forth in the Loan
Agreement;



     WHEREAS, the Borrower, the New Guarantor and the existing Guarantors, though separate legal
entities, are mutually dependent on each other in the conduct of their respective businesses as an
integrated operation and have determined it to be in their mutual best interests to obtain
financing from the Guarantied Parties through their collective efforts;



     WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from
the Guarantied Parties making such financial accommodations available to the Borrower under the
Loan Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s
obligations to the Guarantied Parties on the terms and conditions contained herein; and



     WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the
Administrative Agent and the other Guarantied Parties continuing to make such financial
accommodations to the Borrower.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:



     Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a
“Guarantor” under that certain Guaranty dated as of July 1, 2011 (as amended, supplemented,
restated or otherwise modified from time to time, the “Guaranty”), made by the Guarantors party
thereto in favor of the Administrative Agent, for its benefit and the benefit of Guarantied Parties
and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if
the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality
of the foregoing, the New Guarantor hereby:



     (a) irrevocably and unconditionally guarantees the due and punctual payment and performance
when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations
(as defined in the Guaranty);



 









 





     (b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof
each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be
bound by each of the covenants contained in Section 6 of the Guaranty; and



     (c) consents and agrees to each provision set forth in the Guaranty.



     SECTION 2. GOVERNING LAW. THIS ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED 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. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have their respective defined meanings given them in the Loan Agreement.



     IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed
and delivered under seal by its duly authorized officers as of the date first written above.



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	
 
	 	 	Title:  	
 	 
	 



	 	 	 	 	 
	 	Address for Notices:





c/o MHC Operating Limited Partnership



 





 



Attention:  


Telecopier: (___) 


Telephone: (___) 

 
	 



	 	 	 	 	 
	Accepted:



WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent

 	 	 
	By:  	
 	 	 
	 	Name:  	
 	 
	 	Title:  	
 	 	 
	 




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