Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees that: (a) this Guaranty is a guaranty of payment when due and not of collectibility; (b) Guarantied Party may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default, notwithstanding the existence of any dispute between Borrower and Beneficiary with respect to the existence of such event; (c) the obligations of such Guarantor hereunder are independent of the obligations of Borrower under the Loan Documents and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower; and whether or not Borrower is joined in any such action or actions; and (d) a payment of a portion, but not all, of the Guarantied Obligations by such Guarantor shall in no way limit, affect, modify or abridge the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunder, and (e) any payment by a Guarantor or from any source other than a Guarantor, subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

Appears in 1 contract

Samples: Guaranty (Mattress Holding Corp.)

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Guarantied Obligations. In furtherance The first full paragraph of the foregoing Guaranty is deleted and without limiting the generality following inserted in lieu thereof: The undersigned GCR Gaming Guarantor, each LLC, a Nevada limited liability company (“Guarantor”), and an affiliate of GCR Gaming, LLC (“GCR”), a Nevada limited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by GCR pursuant to Section 4.2 of the Operating Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that GCR is bound thereby, (B) by GCR and Guarantor agrees that: of their obligations under the Pledge/Guaranty Documents, (C) by GCR to pay any Default Loan and any Default Loan Interest arising from a failure by GCR to make a Required Guaranty Payment, (D) by GCR of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which GCR’s payment obligation begins and ending on the earlier to occur of (a) this Guaranty is a guaranty of payment when due one year from such date, and not of collectibility; (b) Guarantied Party may enforce the date on which such payment obligation which GCR fails to make in breach of Section 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty upon the occurrence and during the continuance of an Event of Default, notwithstanding the existence of resulting from a default by GCR or Guarantor under any dispute between Borrower and Beneficiary with respect to the existence of such event; (c) the obligations of such Guarantor hereunder are independent of the obligations of Borrower under Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the Loan Documents and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower; and whether or not Borrower is joined meaning ascribed to it in any such action or actions; and (dthe Agreement.) a payment of a portion, but not all, of the Guarantied Obligations by such Guarantor shall in no way limit, affect, modify or abridge the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunder, and (e) any payment by a Guarantor or from any source other than a Guarantor, subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.for the

Appears in 1 contract

Samples: Operating Agreement (Station Casinos Inc)

Guarantied Obligations. In furtherance Subject only to the specific limitations contained in this Section 1, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lender the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the foregoing Lender harmless against any loss resulting from the failure of such complete and without limiting the generality thereof, each Guarantor agrees that: (a) this Guaranty is a guaranty of punctual payment when due and not of collectibilityto occur): (i) Operating Expenses for the Mortgaged Property; (bii) Guarantied Party may enforce this Guaranty upon any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the occurrence Property Owner, as landlord, and during the continuance of an Event of DefaultHolland & Knight, notwithstanding the existence of any dispute between Borrower and Beneficiary with respect to the existence of such eventLLP, as tenant) [TO BE DELETED UPON REVIEW OF H & k ESTOPPEL]; (ciii) the obligations of such Guarantor hereunder any amounts which are independent payable pursuant to Section 37(d)(ii) of the obligations of Bank One Lease; (iv) any Make-Whole Amount, IRR Amount, Exit Fee and Breakage Fee payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all interest accruing after maturity, acceleration or the realization upon any collateral, including, without limitation, interest that would otherwise be owed by Borrower under the Loan Documents and a separate action or actions may be brought and prosecuted against such Guarantor whether but the payment of which is unenforceable or not allowable due to the existence or a bankruptcy, reorganization or similar proceeding involving Borrower or the Property Owner, at the rate or rates, including the applicable Default Rate, set forth in the Loan Agreement, and any action is brought against Borrowerlate charges, fees or other amounts due by reason of any late payment of interest (all obligations under clauses (i) through (v) of this Section 1(a), without duplication of and except for any amounts paid by Guarantor pursuant to that certain Guaranty of Interest and Operating Costs by and between Guarantor and the Senior Lender, the "Guarantied Obligations"); and whether or provided, however, that Guarantor shall not be liable (but Borrower is joined in shall remain liable) for any (A) interest payable under the Loan Documents that first accrues (but without relieving Guarantor of its responsibility for any such action interest theretofore accrued) after the earlier to occur of (1) the date of transfer to the Lender or actions; any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (d2) a payment of a portion, but not all, the date that is six (6) months after the transfer to the Lender or any Affiliate of the Guarantied Obligations by such Guarantor shall in no way limitLender of title to the Collateral pursuant to a foreclosure or UCC sale thereof (provided, affecthowever, modify or abridge the liability of such Guarantor for any portion that Guarantor's unsatisfied obligations under each of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty other Guaranties and the Environmental Indemnity shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right continue to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the accrue interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made provided in such other documents until satisfied) and (B) Operating Expenses for the Mortgaged Property that accrue after the earliest to occur of (1) the date of transfer to the Lender or created any third party of title to the Collateral pursuant to a legally binding commitment transfer in lieu of Lender in existence on foreclosure thereof, (2) the date of such revocation, that is six (d6) no payment by any Guarantor, or from any other source, prior months after the transfer to the date Lender or any Affiliate of such revocation shall reduce the maximum obligation Lender of such Guarantors hereundertitle to the Collateral, pursuant to a foreclosure or UCC sale thereof and (e3) the date that the Lender or any payment by Affiliate of the Lender sells or conveys the Collateral to a Guarantor or from any source other than a Guarantor, subsequent third party after obtaining title to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and Collateral pursuant to the extent so applied shall not reduce the maximum obligation completion of any Guarantor hereundera foreclosure or UCC sale thereof.

Appears in 1 contract

Samples: Guaranty of Interest and Operating Costs (Prime Group Realty Trust)

Guarantied Obligations. In furtherance The first full paragraph of the foregoing Guaranty is deleted and without limiting the generality following inserted in lieu thereof: The undersigned GCR Gaming Guarantor, each LLC, a Nevada limited liability company ("Guarantor"), and an affiliate of GCR Gaming, LLC ("GCR"), a Nevada limited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by GCR pursuant to Sections 4.1(a) and 4.2 of the Operating Agreement, dated March 10, 2000 (the "Agreement"), as amended by that certain First Amendment to Operating Agreement, dated September 17, 2001 (the "First Operating Agreement Amendment") (as amended, the "Agreement") of Green Valley Ranch Gaming, LLC (the "Company"), to the same extent that GCR is bound thereby, (B) by GCR and Guarantor agrees that: of their obligations under the Pledge/Guaranty Agreements, (C) by GCR to pay any Default Loan and any Default Loan Interest arising from a failure by GCR to make a Required Guaranty Payment, (D) by GCR of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which GCR's payment obligation begins and ending on the earlier to occur of (a) this Guaranty is a guaranty of payment when due one year from such date, and not of collectibility; (b) Guarantied Party may enforce the date on which such payment obligation which GCR fails to make in breach of Sections 4.1(a) and 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney's fees and costs of in-house counsel) incurred in enforcing this Guaranty upon resulting from a default by GCR or Guarantor under any of the occurrence Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and during not otherwise defined herein shall have the continuance meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of an Event of Default, notwithstanding (i) the existence of any dispute between Borrower and Beneficiary Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) Station with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the existence earlier of the execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such event; execution until ninety (c90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as any monetary obligations under the Construction Financing (if any) remain outstanding or liens securing the same are in effect, $22,000,000.00, and (iv) from and after the later to occur of the ninety (90) days after the Opening of the Project or payment in full of the Construction Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations of such Guarantor hereunder are independent guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the obligations of Borrower under the Loan Documents Agreement and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower; and whether or not Borrower is joined in any such action or actions; and subparagraph (dE) a payment of a portion, but not all, of the Guarantied Obligations by such Guarantor shall in no way limit, affect, modify or abridge the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty above and shall be binding upon each Guarantor limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and its successors and assigns, and each Guarantor irrevocably waives any right Twenty-Five Percent Payment owing to revoke this Guaranty as to future transactions giving rise to any Guarantied ObligationsStation are paid in full. If such a revocation is effective notwithstanding Notwithstanding the foregoing waiverparagraph, each Guarantor acknowledges the undersigned irrevocably and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lenderunconditionally guarantees, (b) no such revocation shall apply to any Guarantied Obligations without dollar limitation, the payment and performance of GCR's obligations, including indemnity obligations, set forth in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunder, and (e) any payment by a Guarantor or from any source other than a Guarantor, subsequent to the date of such revocation shall first be applied to that portion Section 11 of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunderFirst Operating Agreement Amendment.

Appears in 1 contract

Samples: First Operating Agreement (Station Casinos Inc)

Guarantied Obligations. In furtherance of Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the foregoing and without limiting the generality thereof, each Guarantor agrees Lenders that: (a) this Guaranty is a guaranty by the Outside Completion Date, Substantial Completion of payment when due the Base Building Improvements in accordance with the Plans and Specifications (as the same may be modified in accordance with the Construction Loan Agreement), except for non-material deviations therefrom that do not adversely affect the use of collectibilitythe Improvements for their intended purpose, shall have occurred, subject to delays permitted by the Construction Loan Agreement (i.e., delay caused by Force Majeure Events); (b) Guarantied Party may enforce this Guaranty upon Final Completion of the occurrence and during Base Building Improvements shall be achieved within the continuance of an Event of Defaulttime period required therefor in the Construction Loan Agreement, notwithstanding subject to delays permitted by the existence of any dispute between Borrower and Beneficiary with respect to the existence of such eventConstruction Loan Agreement (i.e., delay caused by Force Majeure Events); (c) by each Lease Completion Date, the obligations of such Guarantor hereunder are independent portion of the obligations Project demised by the related Lease shall be completed and delivered to the Tenant thereunder in accordance with the Construction Loan Agreement; (d) the Base Building Improvements shall at all times be constructed in compliance in all material respects with all Laws and Regulations; (e) the Property shall, subject to Borrower’s right to contest or cause the Property Owner to contest pursuant to Section 5.1(b)(ii) of Borrower under the Construction Loan Documents Agreement, be free and a separate action clear of all liens, claims and demands of any and all persons, firms, corporations or actions may be brought and prosecuted against such Guarantor whether other entities which furnish materials, labor or not any action is brought against Borrower; and whether or not Borrower is joined services in any such action or actionsconnection with the Work; and (df) a payment of a portionall Construction Costs shall be funded when due (including, but not allwithout limitation, any Shortfalls under Section 2.1.7 of the Guarantied Obligations by such Guarantor shall in no way limitConstruction Loan Agreement), affect, modify or abridge taking into account any reallocation of line items and/or allocation of cost savings permitted under the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that Construction Loan Agreement (all obligations under clauses (a) no such revocation shall be effective until written notice thereof has been received by Lenderthrough (f) of this Section 1 and Section 3 hereof, (b) no such revocation shall apply to any collectively, the “Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereofObligations”), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunder, and (e) any payment by a Guarantor or from any source other than a Guarantor, subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

Appears in 1 contract

Samples: Prime Group Realty Trust

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Guarantied Obligations. In furtherance The first full paragraph of the foregoing Guaranty is deleted and without limiting the generality following inserted in lieu thereof: The undersigned Station Casinos, each Inc., a Nevada corporation ("Guarantor"), and an affiliate of GV Ranch Station, Inc. ("Station"), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station pursuant to Sections 4.1(b) and 4.2 of the Operating Agreement, dated March 10, 2000 (the "Agreement"), as amended by that certain First Amendment to Operating Agreement, dated September 17, 2001 (the "First Operating Agreement Amendment") (as amended, the "Agreement") of Green Valley Ranch Gaming, LLC (the "Company"), to the same extent that Station is bound thereby, (B) by Station and Guarantor agrees that: of their obligations under the Pledge/Guaranty Agreements, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station's payment obligation begins and ending on the earlier to occur of (a) this Guaranty is a guaranty of payment when due one year from such date, and not of collectibility; (b) Guarantied Party may enforce the date on which such payment obligation which Station fails to make in breach of Sections 4.1(b) and 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney's fees and costs of in-house counsel) incurred in enforcing this Guaranty upon resulting from a default by Station or Guarantor under any of the occurrence Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and during not otherwise defined herein shall have the continuance meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of an Event of Default, notwithstanding (i) the existence of any dispute between Borrower and Beneficiary Company with respect to the existence of such event; subparagraphs (c) the obligations of such Guarantor hereunder are independent of the obligations of Borrower under the Loan Documents and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower; and whether or not Borrower is joined in any such action or actions; and (d) a payment of a portion, but not all, of the Guarantied Obligations by such Guarantor shall in no way limit, affect, modify or abridge the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereofA), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocationB), (dD) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunderand (E) above, and (eii) any payment GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by a Guarantor or from any source other than a Guarantor, subsequent to this Guaranty shall be limited as follows: (i) until the date of such revocation shall first be applied to that portion earlier of the Guarantied Obligations execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such execution until ninety (90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as to which any monetary obligations under the revocation is effective and which Construction Financing (if any) remain outstanding or liens securing the same are notin effect, therefore, guarantied hereunder$22,000,000.00, and (iv) from and after the later to occur of the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.ninety

Appears in 1 contract

Samples: First Operating Agreement (Station Casinos Inc)

Guarantied Obligations. In furtherance The first full paragraph of the foregoing Guaranty is deleted and without limiting the generality following inserted in lieu thereof: The undersigned Station Casinos, each Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV Ranch Station, Inc. (“Station”), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station pursuant to Section 4.2 of the Operating Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First Amendment to Operating Agreement, dated September 17, 2001, and the Second Amendment to Operating Agreement, dated December 19, 2003 (as amended, the “Agreement”) of Green Valley Ranch Gaming, LLC (the “Company”), to the same extent that Station is bound thereby, (B) by Station and Guarantor agrees that: of their obligations under the Pledge/Guaranty Documents, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station’s payment obligation begins and ending on the earlier to occur of (a) this Guaranty is a guaranty of payment when due one year from such date, and not of collectibility; (b) Guarantied Party may enforce the date on which such payment obligation which Station fails to make in breach of Section 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney’s fees and costs of in-house counsel) incurred in enforcing this Guaranty upon resulting from a default by Station or Guarantor under any of the occurrence Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and during not otherwise defined herein shall have the continuance meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of an Event of Default, notwithstanding (i) the existence of any dispute between Borrower and Beneficiary Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) so long as any monetary obligations under the existence Construction Financing or Expansion Financing (if any) remain outstanding or liens securing the same are in effect, $21,400,000.00, and (ii) from and after the payment in full of such event; the Construction Financing and Expansion Financing (c) and the release of all liens securing the same and termination of all agreements related thereto), the obligations of such Guarantor hereunder are independent guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the obligations of Borrower under the Loan Documents Agreement and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower; and whether or not Borrower is joined in any such action or actions; and subparagraph (dE) a payment of a portion, but not all, of the Guarantied Obligations by such Guarantor shall in no way limit, affect, modify or abridge the liability of such Guarantor for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty above and shall be binding upon each Guarantor limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and its successors and assigns, and each Guarantor irrevocably waives any right Twenty-Five Percent Payment owing to revoke this Guaranty as to future transactions giving rise to any Guarantied ObligationsGCR are paid in full. If such a revocation is effective notwithstanding Notwithstanding the foregoing waiverparagraph, each Guarantor acknowledges the undersigned irrevocably and agrees that (aunconditionally guarantees, without dollar limitation, the payment and performance of Station’s obligations, including indemnity obligations, set forth in Section 4.2(f) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender in existence on the date of such revocation, (d) no payment by any Guarantor, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of such Guarantors hereunder, and (e) any payment by a Guarantor or from any source other than a Guarantor, subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunderAgreement.

Appears in 1 contract

Samples: Operating Agreement (Station Casinos Inc)

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