Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. 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 Lenders the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lenders harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant); (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all IRR Amounts and 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 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 Construction Loan Agreement, and any late 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”); provided, however, that Guarantor shall not be liable (but Borrower 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 interest theretofore accrued) after the earlier to occur of (1) the date of transfer to Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders of title to the Collateral pursuant to a foreclosure or UCC sale thereof (provided, however, that Guarantor’s unsatisfied obligations under each of the other Guaranties and the Environmental Indemnity shall continue to accrue interest to the extent 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 Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders (or any of them) of title to the Collateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof.

Guarantied Obligations. 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 Lenders Lender the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lenders Lender harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant)) [TO BE DELETED UPON REVIEW OF H & k ESTOPPEL]; (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount 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 IRR Amounts and 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 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 Construction Loan Agreement, and any late 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”"); provided, however, that Guarantor shall not be liable (but Borrower 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 interest theretofore accrued) after the earlier to occur of (1) the date of transfer to Agent, the Lenders (or any of them) Lender or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) Lender or any Affiliate of Agent or the Lenders Lender of title to the Collateral pursuant to a foreclosure or UCC sale thereof (provided, however, that Guarantor’s 's unsatisfied obligations under each of the other Guaranties and the Environmental Indemnity shall continue to accrue interest to the extent 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 Agent, the Lenders (or any of them) Lender or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) Lender or any Affiliate of Agent or the Lenders (or any of them) Lender of title to the Collateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that Agent, the Lenders (or any of them) Lender or any Affiliate of Agent or the Lenders Lender sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof.

Guarantied Obligations. (a) Subject only to the specific limitations contained in this Section 1Sections 1(b) and (c) hereof, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to Lender and, in the Lenders case of clause (ii) below, indemnifies and holds harmless the Lender against: (i) (A) the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise otherwise, of the principal amount of the Loan outstanding from time to time (and indemnifies and holds the Lenders harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): obligation set forth in this clause (i) Operating Expenses for (A), the Mortgaged Property; “Guarantied Principal Obligation”) and (iiB) any Holdover Damages so long as and provided that (1) a Casualty (as such term is defined in Section 1(B)(iithe Bank One Lease) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, or condemnation (as landlord, and Holland & Knight, LLP, as tenant); (iii) any amounts which are payable pursuant to Section 37(d)(ii) described in Article 13 of the Bank One Lease) has occurred, (2) the Bank One Lease is in full force and effect at the time the first advance of Net Proceeds is made, (3) the initial Segment Commencement Date (as defined in the Bank One Lease) has occurred, (4) Agent is not otherwise obligated, under the Credit Agreement, to make Net Proceeds, available to Borrower, and (5) Borrower has not, prior to the first advance of Net Proceeds, delivered to Agent an agreement of Bank One, in form and substance reasonably satisfactory to Agent, subordinating Articles 12 and 13 of the Bank One Lease to the Mortgage, payment of any Net Proceeds Deficiency pursuant to Section 8.1.4(e) of the Credit Agreement; and (ivii) any Makeout-Whole Amount payable under of-pocket loss, cost, damage or expense incurred by or on behalf of Lender by reason of (A) any fraud or material misrepresentation committed by any Borrower Party or any of its Affiliates, (B) any physical waste by the Loan Documents and Property Manager, the Borrower or any of its respective Affiliates of any portion of the Mortgaged Property, (vC) all interest payable under any misappropriation or misapplication of Rents, security deposits, Insurance Proceeds or Condemnation Proceeds relating to the Mortgaged Property in violation of the Loan Documents, including, without limitation, all IRR Amounts and interest accruing after maturity, acceleration (D) any distributions or the realization upon any collateral, including, without limitation, interest that would otherwise be owed other payments made by Borrower under after the Loan Documents but occurrence and during the payment continuance of which is unenforceable or not allowable due to an Event of Default (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 obligations in the Construction Loan Agreement, and any late charges, fees or other amounts due by reason of any late payment of interest (all obligations under clauses (i) through and (vii) 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”). (b) The aggregate liability of Guarantor with respect to the Guarantied Principal Obligation shall be limited to the lesser of (i) $60,000,000 (the “Recourse Loan Amount”) and (ii) the outstanding unpaid principal balance of the Loan (whether evidenced by the Notes or a judgment obtained in respect of the Notes at the time of collection hereunder); provided, however, that Guarantor as of the end of each fiscal quarter until the full repayment of the Loan, the Recourse Loan Amount shall not be liable (but Borrower shall remain liable) for any (A) interest payable under recalculated to be the Loan Documents that first accrues (but without relieving Guarantor of its responsibility for any such interest theretofore accrued) after amount which is the earlier to occur lesser of (1) the date amount set forth in clause (i) of transfer to Agentthis Section 1(b), (2) the amount set forth in clause (ii) of this Section 1(b), and (3) the amount by which the Loan Commitment Amount exceeds, for the applicable Assessment Period, the Lenders quotient of (or any of them1) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof Net Operating Income and (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders of title to the Collateral pursuant to a foreclosure or UCC sale thereof (Debt Yield Percentage; provided, however, that Guarantor’s unsatisfied obligations under each if an Event of Default exists, the other Guaranties and the Environmental Indemnity shall continue to accrue interest amount determined pursuant to the extent provided in such other documents until satisfied) and (B) Operating Expenses for the Mortgaged Property that accrue after the earliest to occur of immediately preceding clauses (1) through (3) shall in no event be less than the date amount so determined pursuant thereto as of transfer the fiscal quarter ending immediately prior to Agentthe occurrence of said Event of Default. (c) Notwithstanding anything to the contrary herein or in the Loan Documents, the Lenders (any payment made by Borrower or any other Person on behalf of them) Borrower or received or collected by Lender from Borrower or on behalf of Borrower or from the Mortgaged Property, by virtue of any action or proceeding or otherwise or any third party set-off or appropriation or application at any time or from time to time in respect of title to any indebtedness, obligations or liabilities of Borrower under the Collateral Loan Documents, other than any payment or payments made by Guarantor pursuant to a transfer in lieu of foreclosure thereofdemand by Lender under this Guaranty (such payments, (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders (or any of them) of title to the Collateral, other than payments made by Guarantor hereunder pursuant to a foreclosure or UCC sale thereof demand by Lender, are hereinafter called “Non-Guarantor Payments”, and (3) such payments made by Guarantor hereunder are hereinafter called “Guarantor Payments”), may be applied by Lender in satisfaction of such indebtedness, obligations and liabilities in the date order set forth in the Credit Agreement; provided, however, that Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders sells or conveys the Collateral to a third party after obtaining title no such payment made prior to the Collateral full repayment of the Loan or judgment or judgments entered against Guarantor prior to the full repayment of the Loan shall prejudice Agent’s right to collect additional amounts in respect of the Guarantied Principal Obligation (but not more than $60,000,000 in the aggregate) based on a recalculation of the Recourse Loan Amount subsequent to any payments previously made pursuant to the completion of a foreclosure or UCC sale thereofthis Guaranty.

Guarantied Obligations. Subject only The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof: The undersigned Station Casinos, 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 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 Lenders the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lenders harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13March 10, 2000, between 2000 (the Property Owner"Agreement"), as landlordamended by that certain First Amendment to Operating Agreement, and Holland & Knightdated September 17, LLP2001 (the "First Operating Agreement Amendment") (as amended, as tenant); (iii) any amounts which are payable pursuant to Section 37(d)(iithe "Agreement") of Green Valley Ranch Gaming, LLC (the Bank One Lease; "Company"), to the same extent that Station is bound thereby, (ivB) any Make-Whole Amount payable by Station and Guarantor of their obligations under the Pledge/Guaranty Agreements, (C) by Station to pay any Default Loan Documents and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (vD) all interest payable by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Loan Documents, including, without limitation, all IRR Amounts and 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 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 Construction Loan Agreement, and any late 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”); provided, however, that Guarantor shall not be liable (but Borrower 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 interest theretofore accrued) after period commencing on the date on which Station's payment obligation begins and ending on the earlier to occur of (1a) one year from such date, and (b) the date on which such payment obligation which Station fails to make in breach of transfer to AgentSections 4.1(b) and 4.2 of the Agreement has been satisfied, the Lenders and (E) of all costs (including reasonable attorney's fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of themthe Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) or any third party This Guaranty is for the benefit of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (2i) the date that is six Company with respect to subparagraphs (6) months after the transfer to AgentA), the Lenders (or any of them) or any Affiliate of Agent or the Lenders of title to the Collateral pursuant to a foreclosure or UCC sale thereof B), (provided, however, that Guarantor’s unsatisfied obligations under each of the other Guaranties and the Environmental Indemnity shall continue to accrue interest to the extent provided in such other documents until satisfiedD) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) Operating Expenses for and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the Mortgaged Property that accrue 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 execution until ninety (90) days after the earliest 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 (1) the date of transfer to Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders (or any of them) of title to the Collateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof.ninety

Guarantied Obligations. Subject only to the specific limitations contained in this Section 1, Guarantor hereby unconditionallyabsolutely, absolutely irrevocably and irrevocably, as a primary obligor and not merely as a surety, unconditionally guaranties to the Lenders the punctual Lender and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (its successors and indemnifies and holds the Lenders harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): assigns (i) Operating Expenses for the Mortgaged Property; payment and performance in full of the Debt (as defined in the Note) upon (A) the occurrence of a Voluntary Act of Insolvency (hereinafter defined), (B) the occurrence of a Change of Control, unless Lender shall have theretofore consented thereto and (C) the violation of the special purpose covenants set forth in Section 4.07 of the Mortgage, if such violation results in the substantive consolidation of the assets of Borrower with the assets of any other Person and (ii) any Holdover Damages loss or damage suffered by Lender (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant); (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all IRR Amounts and interest accruing after maturityreasonable attorneys’ fees) by reason of (A) fraud or material misrepresentation or physical waste of the Premises by Borrower, acceleration (B) the application of the proceeds of casualty insurance or any award made on account of any taking or condemnation in a manner which violates the terms of the terms of the Loan Documents, (C) Borrower’s collection of rents under leases for a period in excess of thirty (30) days, (D) the misapplication of tenant security deposits, (E) any breach of the provisions of the Environmental Indemnity or the realization upon provisions of the Mortgage relating to Hazardous Materials, (E) the failure to comply with the provisions of Section 3.01 of the Mortgage, (F) the failure to comply with the provisions of Section 2.04 of the Mortgage, (G) Borrower’s failure to apply all rents and other proceeds of the Premises to the Obligations in accordance with the terms of the Loan Documents or to the maintenance and repair of the Premises during the continuance of an Event of Default and (H) any collateral, including, without limitation, interest that would otherwise be owed bad faith attempt by Borrower or Guarantor or any of the principals or Affiliates thereof to impede, delay, interfere or otherwise frustrate Lender’s enforcement of its rights under the Loan Documents but Documents. For purposes of this Agreement, the payment term “Voluntary Act of which is unenforceable Insolvency” shall mean, with respect to Borrower or not allowable due to either Guarantor, the existence commencement by such Person, as debtor, of any case or a proceeding under any bankruptcy, reorganization insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar proceeding involving Borrower law or the Property Ownercommencement of an involuntary case or proceeding under any bankruptcy or analogous law, at the rate which case or ratesproceeding was coordinated, including the applicable Default Ratefacilitated or otherwise directed by Borrower, set forth in the Construction Loan Agreement, and either Guarantor or any late charges, fees or other amounts due of their respective Affiliates. The obligations guarantied 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 1.1 are hereinafter referred to that certain Guaranty of Interest and Operating Costs by and between Guarantor and the Senior Lender, as the “Guarantied Obligations”); provided, however, that Guarantor shall not be liable (but Borrower 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 interest theretofore accrued) after the earlier to occur of (1) the date of transfer to Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders of title to the Collateral pursuant to a foreclosure or UCC sale thereof (provided, however, that Guarantor’s unsatisfied obligations under each of the other Guaranties and the Environmental Indemnity shall continue to accrue interest to the extent 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 Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof, (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders (or any of them) of title to the Collateral, pursuant to a foreclosure or UCC sale thereof and (3) the date that Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders sells or conveys the Collateral to a third party after obtaining title to the Collateral pursuant to the completion of a foreclosure or UCC sale thereof.