Common use of Definition of Guaranteed Obligations Clause in Contracts

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” shall be deemed to include, and Guarantor shall be liable for, and shall indemnify, defend and hold Lender harmless from and against, any and all Losses (as hereinafter defined) incurred or suffered by Lender and/or any of its affiliates and arising out of or in connection with the matters listed below: (a) fraud or intentional misrepresentation or failure to disclose a material fact or any untrue statement of a material fact or omission to state a material fact in any the written materials and/or information provided to Lender or any of its affiliates in all cases by or on behalf of Borrower or Guarantor or any of their Affiliates in connection with the Security Instrument, the Note or the other Loan Documents; (b) the misappropriation by Borrower, Guarantor or any of their Affiliates of any tenant security deposits or Rent received by Borrower (or received by its Partners) (i) more than one (1) month in advance of the due date thereof (other than Rents deemed to be "additional rents" under Leases) or (ii) after the occurrence of an Event of Default and not either delivered to Lender (or Lender's agent) or applied to ordinary and necessary expenses of owning and operating the Property; (c) the misapplication or conversion by Borrower, Guarantor or any of their Affiliates of Loss Proceeds to the extent actually paid by the insurer; (d) any arson or physical waste to or of the Property or damage to the Property in each case resulting from the intentional acts or intentional omissions of Borrower or any Affiliate of Borrower; (e) Borrower’s failure to comply with the provisions of Sections 2.02(g), 16.01 or 16.02, inclusive, of the Security Instrument; (f) the exercise of any right or remedy under any federal, state or local forfeiture laws resulting in the loss or impairment of the lien of the Security Instrument, or the priority thereof, against the Property; (g) any claims, actions or proceedings initiated by Borrower (or any Affiliate of Borrower) alleging that the relationship of Borrower and Lender is that of joint venturers, partners, tenants in common, joint tenants or any relationship other than that of debtor and creditor; or (h) Borrower's failure to pay any valid taxes, assessments, mechanic's liens, materialmen's liens or other liens which could create liens on any portion of the Property superior to the lien or security title of the Security Instrument or the other Loan Documents, except, (1) with respect to any such taxes or assessments, to the extent that funds have been deposited with Lender pursuant to the terms of the Security Instrument specifically for the applicable taxes or assessments and not applied by Lender to pay such taxes and (2) to the extent that there is insufficient available cash flow at any time to enable Borrower to pay all operating expenses (including taxes and assessments) then due and payable, necessary property improvement expenditures and amounts due and payable under the Loan Documents (as demonstrated to the reasonable satisfaction of Lender) and Borrower applies all available cash flow to the payment of any one or more of the foregoing items. In addition, in the event (i) any proceeding, action, petition or filing under the Bankruptcy Code, or any similar state or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement or adjustment of debts of Borrower shall be filed by, consented to or acquiesced in by Borrower or Guarantor, or filed against Borrower by any Affiliate (as defined in the Security Instrument) of either Borrower or Guarantor, or if Borrower or Guarantor or any Affiliate of either of them shall institute any proceeding for Borrower’s dissolution or liquidation, or Borrower shall make an assignment for the benefit of creditors, (ii) of a Transfer in violation of the provisions of Article IX of the Security Instrument, or (iii) Borrower or any Affiliate contests or interferes with Lender’s enforcement of its rights and remedies hereunder or under the Loan documents by asserting any defense (x) as to the validity of the obligations under the Loan Documents or in any way relating to the structure of the Company or the enforceability of Lender’s rights and remedies under the Loan Documents, or (y) for the purpose of delaying, hindering or impairing Lender’s rights and remedies under the Loan Documents (provided that if any such Person obtains a non-appealable order successfully asserting a Contest, Guarantor shall have no liability under this clause (iii)), then the Guaranteed Obligations shall also include the unpaid balance of the Debt. For purposes of this Guaranty, the term “Losses” includes any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, actual damages, actual losses, actual costs, actual expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense).

Definition of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” shall be deemed to include, and Guarantor shall be liable for, and shall indemnify, defend and hold Lender harmless from and against, any and all Losses (as hereinafter defined) incurred or suffered by Lender and/or any of its affiliates and arising out of or in connection with the matters listed below: (a) fraud or intentional misrepresentation or failure to disclose a material fact or any untrue statement of a material fact or omission to state a material fact in any the written materials and/or information provided to Lender or any of its affiliates in all cases by or on behalf of Borrower or Guarantor or any of their Affiliates in connection with the Security Instrument, the Note or the other Loan Documents; (b) the misappropriation by Borrower, Guarantor or any of their Affiliates of any tenant security deposits or Rent received by Borrower (or received by its Partners) (i) more than one (1) month in advance of the due date thereof (other than Rents deemed to be "additional rents" under Leases) or (ii) after the occurrence of an Event of Default and not either delivered to Lender (or Lender's agent) or applied to ordinary and necessary expenses of owning and operating the Property; (c) the misapplication or conversion by Borrower, Guarantor or any of their Affiliates of Loss Proceeds to the extent actually paid by the insurer; (d) any arson or physical waste to or of the Property or damage to the Property in each case resulting from the intentional acts or intentional omissions of Borrower or any Affiliate of Borrower; (e) Borrower’s failure to comply with the provisions of Sections 2.02(g), 16.01 or 16.02, inclusive, of the Security Instrument; (f) the exercise of any right or remedy under any federal, state or local forfeiture laws resulting in the loss or impairment of the lien of the Security Instrument, or the priority thereof, against the Property; (g) any claims, actions or proceedings initiated by Borrower (or any Affiliate of Borrower) alleging that the relationship of Borrower and Lender is that of joint venturers, partners, tenants in common, joint tenants or any relationship other than that of debtor and creditor; or (h) Borrower's failure to pay any valid taxes, assessments, construction or mechanic's liens, materialmen's liens or other liens which could create liens on any portion of the Property superior to the lien or security title of the Security Instrument or the other Loan Documents, except, (1) with respect to any such taxes or assessments, to the extent that funds have been deposited with Lender pursuant to the terms of the Security Instrument specifically for the applicable taxes or assessments and not applied by Lender to pay such taxes and (2) to the extent that there is insufficient available cash flow at any time to enable Borrower to pay all operating expenses (including taxes and assessments) then due and payable, necessary property improvement expenditures and amounts due and payable under the Loan Documents (as demonstrated to the reasonable satisfaction of Lender) and Borrower applies all available cash flow to the payment of any one or more of the foregoing items. In addition, in the event (i) any proceeding, action, petition or filing under the Bankruptcy Code, or any similar state or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement or adjustment of debts of Borrower shall be filed by, consented to or acquiesced in by Borrower or Guarantor, or filed against Borrower by any Affiliate (as defined in the Security Instrument) of either Borrower or Guarantor, or if Borrower or Guarantor or any Affiliate of either of them shall institute any proceeding for Borrower’s dissolution or liquidation, or Borrower shall make an assignment for the benefit of creditors, (ii) of a Transfer in violation of the provisions of Article IX of the Security Instrument, or (iii) Borrower or any Affiliate contests or interferes with Lender’s enforcement of its rights and remedies hereunder or under the Loan documents by asserting any defense (x) as to the validity of the obligations under the Loan Documents or in any way relating to the structure of the Company or the enforceability of Lender’s rights and remedies under the Loan Documents, or (y) for the purpose of delaying, hindering or impairing Lender’s rights and remedies under the Loan Documents (provided that if any such Person obtains a non-appealable order successfully asserting a Contest, Guarantor shall have no liability under this clause (iii)), then the Guaranteed Obligations shall also include the unpaid balance of the Debt. For purposes of this Guaranty, the term “Losses” includes any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, actual damages, actual losses, actual costs, actual expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense).

Definition of Guaranteed Obligations. As used herein, the term “"Guaranteed Obligations” " shall be deemed to include, and Guarantor shall also be liable for, and shall indemnify, MORGAN GUARANTY TRUST COMPANY defend and hold Lender harmless from harmlxxx xrom and against, any and all Losses (as hereinafter defined) incurred or suffered by Lender and/or any of its affiliates and arising out of or in connection with the matters listed below: (a) fraud the misapplication or intentional misrepresentation misappropriation of Rents (as defined in the Security Instrument) after an Event of Default; (b) the misapplication or misappropriation of insurance proceeds or condemnation awards; (c) Borrower's failure to disclose a material fact return or any untrue statement of a material fact or omission to state a material fact reimburse Lender for all Personal Property (as defined in any the written materials and/or information provided to Lender or any of its affiliates Security Instrument) taken from the Property (as defined in all cases the Security Instrument) by or on behalf of Borrower or Guarantor or any of their Affiliates in connection and not replaced with the Security Instrument, the Note or the other Loan Documents; (b) the misappropriation by Borrower, Guarantor or any of their Affiliates of any tenant security deposits or Rent received by Borrower (or received by its Partners) (i) more than one (1) month in advance Personal Property of the due date thereof (other than Rents deemed to be "additional rents" under Leases) same utility and of the same or (ii) after the occurrence of an Event of Default and not either delivered to Lender (or Lender's agent) or applied to ordinary and necessary expenses of owning and operating the Property; (c) the misapplication or conversion by Borrower, Guarantor or any of their Affiliates of Loss Proceeds to the extent actually paid by the insurergreater value; (d) any act of actual waste or arson by Borrower, any principal, affiliate, general partner or physical waste to member thereof or of by any Indemnitor (as defined in the Property or damage to the Property in each case resulting from the intentional acts or intentional omissions of Borrower Security Instrument) or any Affiliate of BorrowerGuarantor; (e) any fees or commissions paid by Borrower to any principal, affiliate, general partner or member of Borrower’s failure to comply with the provisions of Sections 2.02(g), 16.01 any Indemnitor or 16.02, inclusive, any Guarantor in violation of the Security Instrument; (f) the exercise terms of any right or remedy under any federalthis Guaranty, state or local forfeiture laws resulting in the loss or impairment of the lien of the Security Instrument, or the priority thereof, against the Property; (g) any claims, actions or proceedings initiated by Borrower (or any Affiliate of Borrower) alleging that the relationship of Borrower and Lender is that of joint venturers, partners, tenants in common, joint tenants or any relationship other than that of debtor and creditor; or (h) Borrower's failure to pay any valid taxes, assessments, mechanic's liens, materialmen's liens or other liens which could create liens on any portion of the Property superior to the lien or security title of the Security Instrument or the other Loan Documents, except, ; or (1f) Borrower's failure to comply with respect to any such taxes or assessments, to the extent that funds have been deposited with Lender pursuant to the terms provisions of Section 11.2 of the Security Instrument specifically for the applicable taxes or assessments and not applied by Lender to pay such taxes and (2) to the extent that there is insufficient available cash flow at any time to enable Borrower to pay all operating expenses (including taxes and assessments) then due and payable, necessary property improvement expenditures and amounts due and payable under the Loan Documents (as demonstrated to the reasonable satisfaction of Lender) and Borrower applies all available cash flow to the payment of any one or more of the foregoing itemsInstrument. In addition, in the event (i) of any proceedingfraud, action, petition wilful misconduct or filing under the Bankruptcy Code, or any similar state or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement or adjustment of debts of Borrower shall be filed by, consented to or acquiesced in material misrepresentation by Borrower or Guarantor, or filed against Borrower by any Affiliate (as defined in the Security Instrument) of either Borrower or Guarantor, or if Borrower or Guarantor or any Affiliate of either of them shall institute any proceeding for Borrower’s dissolution or liquidation, or Borrower shall make an assignment for Indemnitor in connection with the benefit of creditorsLoan, (ii) an Event of a Transfer in violation of the provisions of Article IX Default arising under Sections 4.3 or 8.2 of the Security Instrument, or (iii) Borrower the Property or any Affiliate contests material part thereof becomes an asset in (a) a voluntary bankruptcy or interferes with Lender’s enforcement of its rights and remedies hereunder or under the Loan documents by asserting any defense (x) as to the validity of the obligations under the Loan Documents or in any way relating to the structure of the Company or the enforceability of Lender’s rights and remedies under the Loan Documentsinsolvency proceeding, or (yb) for an involuntary bankruptcy or insolvency proceeding commenced by any affiliate of the purpose of delaying, hindering or impairing Lender’s rights and remedies under the Loan Documents (provided that if any such Person obtains a non-appealable order successfully asserting a Contest, Guarantor shall have no liability under this clause (iii))Borrower, then the Guaranteed Obligations shall also include the unpaid balance of the Debt. For purposes of this Guaranty, Debt (as defined in the term “Losses” includes any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, actual damages, actual losses, actual costs, actual expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defenseSecurity Instrument).

Definition of Guaranteed Obligations. As used herein, the term “"Guaranteed Obligations” " shall be deemed to include, and Guarantor shall be liable for, and shall indemnify, defend and hold Lender harmless from and against, any and all Losses (as hereinafter defined) incurred or suffered by Lender and/or any of its affiliates and arising out of or in connection with the matters listed below: (a) fraud or intentional misrepresentation or failure to disclose a material fact or any untrue statement of a material fact or omission to state a material fact in any the written materials and/or information provided to Lender or any of its affiliates in all cases by or on behalf of Borrower or Guarantor or any of their Affiliates (as defined in the Loan Agreement) in connection with the Loan Agreement, the Security Instrument, the Note or the other Loan Documents; (b) the misappropriation by Borrower, Guarantor or any of their Affiliates of any tenant security deposits or Rent received by Borrower (or received by its Partners) (i) other payments including, without limitation, rent collected more than one (1) month in advance of the due date thereof (other than Rents deemed to be "additional rents" under Leases) or (ii) after the occurrence of an Event of Default and not either delivered to Lender (or Lender's agent) or applied to ordinary and necessary expenses of owning and operating the Propertyadvance; (c) the misapplication misappropriation or conversion by Borrower, Guarantor or any of their Affiliates of Loss Proceeds to the extent actually paid by the insurerany and all insurance proceeds and/or any and all condemnation awards; (d) any arson or physical waste to or of either of the Property Lightstone Properties (as defined in the Loan Agreement) or damage to the either Lightstone Property in each case resulting from the intentional acts or intentional omissions of Borrower Borrower, Guarantor or any Affiliate of Borrowertheir Affiliates; (e) Borrower’s failure to comply with the provisions of Sections 2.02(g), 16.01 or 16.02, inclusive, of the Security Instrument[INTENTIONALLY DELETED]; (f) the exercise of any right or remedy under any federal, state or local forfeiture laws resulting in the loss or impairment of the lien of the Security Instrument, or the priority thereof, against the PropertyPledged Collateral (as defined in the Loan Agreement); (g) any claims, actions or proceedings initiated by Borrower (or any Affiliate of Borrower) alleging that the relationship of Borrower and Lender is that of joint venturers, partners, tenants in common, joint tenants or any relationship other than that of debtor and creditor; (h) the failure by Borrower, Guarantor or any of their Affiliates to remit to Lender any and all Recourse Distributions (as defined in the Loan Agreement) received by Borrower, Guarantor or any of their Affiliates, as and when required by the Loan Agreement; or (hi) Borrower's failure the Lender failing to pay any valid taxes, assessments, mechanic's liens, materialmen's liens or other liens which could create liens on any portion of receive under the Property superior to the lien or security title of the Security Instrument or Loan Agreement and/or the other Loan DocumentsDocuments at least $500,000.00 of the outstanding principal amount of the Indebtedness; it being understood and agreed that, exceptfor purposes of this Section 1.2(i), any Sale Proceeds (1as defined in the First Modification to Loan Agreement) with respect shall be applied first to any such taxes or assessments, accrued and unpaid Interest and then to the extent that funds have been deposited with Lender pursuant to the terms outstanding principal amount of the Security Instrument specifically for the applicable taxes or assessments and not applied by Lender to pay such taxes and (2) to the extent that there is insufficient available cash flow at any time to enable Borrower to pay all operating expenses (including taxes and assessments) then due and payable, necessary property improvement expenditures and amounts due and payable under the Loan Documents (as demonstrated to the reasonable satisfaction of Lender) and Borrower applies all available cash flow to the payment of any one or more of the foregoing itemsIndebtedness. In addition, in the event (i) any proceeding, action, petition or filing under the Bankruptcy Code, or any similar state or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement or adjustment of debts of Borrower shall be filed by, consented to or acquiesced in by Borrower or Guarantor, or filed against Borrower by any Affiliate (as defined in the Security InstrumentLoan Agreement) of either Borrower or Guarantor, or if Borrower or Guarantor or any Affiliate of either of them shall institute any proceeding for Borrower’s 's dissolution or liquidation, or Borrower shall make an assignment for the benefit of creditors, (ii) of a Transfer (as defined in the Loan Agreement) in violation of the provisions of Article IX of the Security InstrumentLoan Agreement, or (iii) Borrower or any Affiliate contests or interferes with Lender’s 's enforcement of its rights and remedies hereunder or under the Loan documents Documents by asserting any defense (x) as to the validity of the obligations under the Loan Documents or in any way relating to the structure of the Company Borrower or the enforceability of Lender’s 's rights and remedies under the Loan Documents, or (y) for the purpose of delaying, hindering or impairing Lender’s 's rights and remedies under the Loan Documents (collectively, a "Contest") (provided that if any such Person (as defined in the Loan Agreement) obtains a non-appealable order successfully asserting a Contest, Guarantor shall have no liability under this clause (iii)), then the Guaranteed Obligations shall also include the unpaid balance of the DebtIndebtedness. For purposes of this Guaranty, the term “"Losses” " includes any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, actual damages, actual losses, actual costs, actual expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive damages of whatever kind or nature (including but not limited to reasonable attorneys’ ' fees and other costs of defense).