Common use of Independence of Obligations Clause in Contracts

Independence of Obligations. The Carveout Obligor shall be fully and personally liable for the Carveout Obligations, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the Mortgage, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor shall be fully and personally liable for the Carveout Obligations, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the MortgageDeed of Trust, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor Guarantor shall be fully and personally liable for the Carveout Obligations, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor Guarantor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor Guarantor disclaims any status as beneficiary beneficiaries of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor Guarantor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor the Guarantor under this Agreement Guaranty shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor Guarantor other than the party against whom the Lender has sought to enforce this AgreementGuaranty, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, Guarantor’s liability for the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the MortgageSecurity Instrument, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, ; provided, however, that any written modification of the Loan that affects the amount of the Indebtedness indebtedness evidenced by the Note may be considered in ascertaining the amount of the Indebtedness indebtedness for purposes of determining the amount of any Carveout Obligation that arises the Guarantor’s liability arising under Section 6 3 of this AgreementGuaranty, absent fraud or material written misrepresentation in connection with such a modification.. Loan No. 73100202

Independence of Obligations. The Carveout Obligor Guarantors shall be fully and personally liable for the Carveout Obligations, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor Guarantors regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims Guarantors disclaim any status as beneficiary beneficiaries of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor Guarantors or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor Guarantors under this Agreement Guaranty shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor Guarantors other than the party against whom the Lender has sought to enforce this AgreementGuaranty, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, Guarantors liability for the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by by: (a) the reconveyance of the interest created by the Mortgage, Security Instrument; (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), ; or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, ; provided, however, that any written modification of the Loan that affects the amount of the Indebtedness indebtedness evidenced by the Note may be considered in ascertaining the amount of the Indebtedness indebtedness for purposes of determining the amount of any Carveout Obligation that arises Guarantors’ liability arising under Section 6 3 of this AgreementGuaranty, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor shall be fully and personally liable for the Carveout Obligations, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor or refrain from doing so, at its the Lender’s sole and absolute discretion. The liability of the Carveout Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the MortgageDeed of Trust, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, ; provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor obligations of Guarantor hereunder are independent of the obligations of each of the Account Parties under the Reimbursement Agreement and the Related Documents and the obligations of any other guarantor of the obligations of an Account Party under the Reimbursement Agreement and the Related Documents, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against an Account Party or any of such other guarantors and whether or not an Account Party is joined in any such action or actions. The obligations of Guarantor hereunder are independent of any full or partial release of the liability of any Account Party on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that the Bank will look to other parties to pay or perform the Guaranteed Obligations. Accordingly, it shall not be fully and personally liable necessary for the Carveout ObligationsBank (and Guarantor hereby waives any rights which Guarantor may have to require the Bank), and the Lender shall be entitled to maintain an independent action against the Carveout Obligor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower in order to enforce the Loan obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any Account Party or others liable on any Guaranteed Obligations or any other person, (ii) enforce the Bank's rights against any collateral which shall ever have been given to secure any indebtedness under the Reimbursement Agreement or the Related Documents, (iii) enforce the Lender may Bank's rights against any other guarantors of the Guaranteed Obligations, (iv) join any Account Party or any others liable on the Carveout Obligor Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to the Bank against any collateral which shall ever have been given to secure any indebtedness under the Reimbursement Agreement or refrain from doing sothe Related Documents, at its sole and absolute discretionor (vi) resort to any other means of obtaining payment of the Guaranteed Obligations. The liability of Carveout Obligor under this Agreement Bank shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter not be required to be restored mitigate damages or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or take any other Carveout Obligor other than action to reduce, collect or enforce the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the Mortgage, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modificationGuaranteed Obligations.

Independence of Obligations. The Carveout Each Environmental Obligor shall be jointly, severally, fully and personally liable for the Carveout Obligations, and the . The Lender shall be entitled to maintain an independent action against the Carveout Obligor each Environmental Obligors regardless of whether the Lender has commenced or completed any action against the Borrower or the Property, and regardless of the extent, if any, to which a foreclosure under the Mortgage exonerates the Borrower or the Environmental Obligors from any liability under this Agreement or impairs the rights of subrogation, reimbursement, contribution or indemnification of any person remaining liable hereunder against those so released. The Carveout Each Environmental Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout any Environmental Obligor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout each Environmental Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to the Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Environmental Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created Environmental Indemnity Agreement GTJ Portfolio, Shelton, Connecticut AEGON Loan No. 10520105 by the Mortgage, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Borrower and the Carveout Obligor shall be jointly, severally, fully and personally liable for any or all of the Carveout Obligations, and the . The Lender shall be entitled to maintain an independent action against the Carveout Obligor regardless of whether the Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims any status as beneficiary beneficiaries of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor or refrain from doing so, at its the Lender’s sole and absolute discretion. The liability of the Carveout Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to the Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other the Carveout Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the MortgageDeed of Trust, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, ; provided, however, that any written modification of the Loan Documents that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 4 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor Guarantor shall be fully and personally liable for the Carveout ObligationsRetained Liability Matters, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor Guarantor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor Guarantor disclaims any status as beneficiary beneficiaries of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor Guarantor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor Guarantor under this Agreement Guaranty shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations Retained Liability Matters which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor Guarantor other than the party against whom the Lender has sought to enforce this AgreementGuaranty, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, Guarantor’s liability for the Carveout Obligations Retained Liability Matters shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the Mortgage, Mortgage (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, ; provided, however, that any written modification of the Loan that affects the amount of the Indebtedness indebtedness evidenced by the Note may be considered in ascertaining the amount of the Indebtedness indebtedness for purposes of determining the amount of any Carveout Obligation that Guarantor’s liability arising arises under Section 6 3 of this AgreementGuaranty, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Each Environmental Obligor shall be jointly, severally, fully and personally liable for the Carveout Obligations, and the . The Lender shall be entitled to maintain an independent action against the Carveout Obligor each Environmental Obligors regardless of whether the Lender has commenced or completed any action against the Borrower or the Property, and regardless of the extent, if any, to which a foreclosure under the Mortgage exonerates the Borrower or the Environmental Obligors from any liability under this Agreement or impairs the rights of subrogation, reimbursement, contribution or indemnification of any person remaining liable hereunder against those so released. The Carveout Each Environmental Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout any Environmental Obligor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout each Environmental Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to the Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Environmental Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Environmental Indemnity Agreement GTJ Portfolio, Parsippany, New Jersey AEGON Loan No. 10520104 Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the Mortgage, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor shall be fully and personally liable for the Carveout Obligations, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor disclaims any status as beneficiary of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor under this Agreement shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor other than the party against whom the Lender has sought to enforce this Agreement, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, the Carveout Obligations shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the MortgageDeed of Trust, (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 4 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.

Independence of Obligations. The Carveout Obligor Guarantor shall be fully and personally liable for the Carveout ObligationsRetained Liability Matters, and the Lender shall be entitled to maintain an independent action against the Carveout Obligor Guarantor regardless of whether Lender has commenced or completed any action against the Borrower or the Property. The Carveout Obligor Guarantor disclaims any status as beneficiary beneficiaries of any obligation of the Lender to the Borrower to provide notice of default under the Loan Documents. If the Lender has initiated any action against the Borrower to enforce the Loan Documents, the Lender may join the Carveout Obligor Guarantor or refrain from doing so, at its sole and absolute discretion. The liability of Carveout Obligor Guarantor under this Agreement Guaranty shall be reinstated with respect to any amount at any time paid to Lender by the Borrower on account of the Carveout Obligations Retained Liability Matters which shall thereafter be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of the Borrower or any other Carveout Obligor Guarantor other than the party against whom the Lender has sought to enforce this AgreementGuaranty, as though such amount had not been paid. Except as expressly agreed in writing by the Lender, Guarantor's liability for the Carveout Obligations Retained Liability Matters shall not be released, diminished, impaired, reduced or otherwise affected by (a) the reconveyance of the interest created by the Mortgage, Security Instrument (b) the consent by the Lender to any transfer of a direct or indirect interest in the Property (whether through sale of the Property, transfers of interests in the Borrower, or a change in the form of business organization of the Borrower), or (c) any forbearance by the Lender to exercise any rights under the Loan Documents, unless those rights are expressly waived or modified in a written instrument duly executed by the Lender, provided, however, that any written modification of the Loan that affects the amount of the Indebtedness may be considered in ascertaining the amount of the Indebtedness for purposes of determining the amount of any Carveout Obligation that arises under Section 6 of this Agreement, absent fraud or material written misrepresentation in connection with such a modification.