Unimpaired Liability. Guarantors’ obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following: a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations; b. any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations; c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations; d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations; e. subject to Section 3 above, the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors may have against Developer or the FCRHA, whether in connection with the DLA or any other transaction; f. any assignment of the DLA or the Guaranteed Obligations or any part thereof; g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion; h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority; i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else; j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same; k. the settlement or compromise of any of the Guaranteed Obligations; l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the Guarantors.
Appears in 4 contracts
Samples: Development and Loan Agreement, Development and Loan Agreement, Development and Loan Agreement
Unimpaired Liability. Guarantors’ Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any other guarantor or Lender; (h) the termination or discharge of the Mortgage or the exercise of any power of sale or any part foreclosure Gudicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, any other guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or G) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 2 contracts
Samples: Nonrecourse Exceptions Guaranty (Ashford Hospitality Trust Inc), Nonrecourse Exceptions Guaranty (Ashford Hospitality Trust Inc)
Unimpaired Liability. Guarantors’ obligations The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the terms provisions of the Notes, the Mortgages, the Loan Agreement or any other Loan Documents. In addition, the liability of Indemnitor under this Guaranty Agreement shall in no way be limited or impaired by (a) the unenforceability of the Notes, Mortgages, Loan Agreement or any other Loan Document against Borrowers and/or any guarantor or Borrower Party; (b) any release or other action or inaction taken by Administrative Agent on behalf of Lenders with respect to the Mortgaged Property, the Loan, the Borrowers and/or any other Borrower Party, whether or not be released, diminished, impaired, reducedthe same may impair or destroy any subrogation rights of the Indemnitor, or affected by any of the following:
a. the taking constitute a legal or accepting equitable discharge of any other security surety or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, indemnitor; (c) the existence of any claim, setoff, counterclaim, defense collateral or other rights which Guarantors security for the Loan, and any requirement that Administrative Agent or Lenders pursue any of such collateral or other security, or pursue any remedies it may have against Developer or the FCRHA, whether in connection with the DLA or Borrowers and/or any other transaction;
f. Borrower Party; (d) any assignment requirement that Administrative Agent or Lenders provide notice to or obtain Indemnitor’s consent to any modification, increase, extension or other amendment of the DLA or the Guaranteed Obligations or Loan; (e) any part thereof;
g. any termination right of subrogation (until payment in full of the DLA or dispossession Loan and the expiration of Developer under the DLA as a result any applicable preference period and statute of an uncured Event of Default by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. limitations for fraudulent conveyance claims); (f) any payment by Developer Borrowers to the FCRHA in respect of the Guaranteed Obligations Administrative Agent or Lenders if such payment is held to constitute be a preference or fraudulent conveyance under the bankruptcy laws or if for any other reason the FCRHA is Administrative Agent or Lenders are otherwise required to refund such payment to Borrowers or pay any other party; (g) any voluntary or involuntary bankruptcy, receivership, insolvency, reorganization or similar proceeding affecting Borrowers or any of their assets; (h) any extensions of time for performance required by the amount thereof Notes, the Mortgages, the Loan Agreement or any of the other Loan Documents; (i) except as otherwise specifically provided herein, any sale or transfer of all or part of the Mortgaged Property; (j) any exculpatory provision in the Notes, the Mortgages, the Loan Agreement or any of the other Loan Documents limiting Administrative Agent’s or Lenders’ recourse to someone else;
j. the Mortgaged Property or to any impairment, modification, releaseother security for the Notes, or limitation of liability of Developer limiting Administrative Agent’s or its estate in bankruptcy, resulting from Lenders’ rights to a deficiency judgment against any Indemnitor; (k) the operation of any present accuracy or future provision inaccuracy of the Bankruptcy Code representations and warranties made by the Borrowers under the Notes, the Mortgages, the Loan Agreement or any of the United States other Loan Documents or herein; (l) the release of the Borrowers or any other Person from the decision of any court interpreting same;
k. the settlement performance or compromise observance of any of the Guaranteed Obligations;
l. any change agreements, covenants, terms or condition contained in the corporateNotes, partnershipMortgages, Loan Agreement or any of the other Loan Documents by operation of law, any Borrower’s voluntary act, or limited liability companyotherwise; (m) the release or substitution in whole or in part of any security for the Notes; or (n) Administrative Agent’s failure to record the Mortgages or file any UCC financing statements (or Administrative Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as applicablesecurity for the Notes; and, existencein any such case, structure, whether with or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, without notice to Indemnitors and with or discharge of, the Developer or the Guarantorswithout consideration.
Appears in 2 contracts
Samples: Hazardous Materials Indemnity Agreement (Healthcare Trust, Inc.), Hazardous Materials Indemnity Agreement (Healthcare Trust, Inc.)
Unimpaired Liability. Guarantors’ Student Housing Guarantor hereby agrees that its obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any one or more of the following:
a. following events: (a) the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. ; (b) any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. ; (c) the insolvency, bankruptcy, or lack of partnership or corporate power of DeveloperTenant, or any party at any time liable for any or all of the Guaranteed Obligations;
d. , whether now existing or hereafter occurring; (d) any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, ; (e) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Tenant or the FCRHA, whether in connection with the DLA Project or any other transaction;
f. ; (f) any assignment of the DLA Lease or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion;
h. ; (g) the unenforceability of all or any part of the Guaranteed Obligations against Developer Tenant by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. ; (h) any payment by Developer Tenant to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. ; or (i) any impairment, modification, release, or limitation of liability of Developer Tenant or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the Guarantors.
Appears in 1 contract
Samples: Completion Guaranty
Unimpaired Liability. Guarantors’ obligations The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the terms provisions of the Note, the Mortgage, the Loan Agreement or any other Loan Documents. In addition, the liability of Indemnitor under this Guaranty Agreement shall in no way be limited or impaired by (a) the unenforceability of the Note, Mortgage, Loan Agreement or any other Loan Document against Borrower and/or any guarantor or Joinder Party; (b) any release or other action or inaction taken by Lender with respect to the collateral, the Loan, the Borrower, any Guarantor and/or Joinder Party, whether or not be released, diminished, impaired, reducedthe same may impair or destroy any subrogation rights of the Indemnitor, or affected by any of the following:
a. the taking constitute a legal or accepting equitable discharge of any other security surety or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, indemnitor; (c) the existence of any claim, setoff, counterclaim, defense collateral or other rights which Guarantors security for the Loan, and any requirement that Lender pursue any of such collateral or other security, or pursue any remedies it may have against Developer Borrower, any Guarantor and/or any Joinder Party; (d) any requirement that Lender provide notice to or the FCRHAobtain Indemnitor's consent to any modification, whether in connection with the DLA increase, extension or any other transaction;
f. any assignment amendment of the DLA or the Guaranteed Obligations or Loan; (e) any part thereof;
g. any termination right of subrogation (until payment in full of the DLA or dispossession Loan and the expiration of Developer under the DLA as a result any applicable preference period and statute of an uncured Event limitations for fraudulent conveyance claims); (f) any defense based on any statute of Default by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. limitations; (g) any payment by Developer Borrower to the FCRHA in respect of the Guaranteed Obligations Lender if such payment is held to constitute be a preference or fraudulent conveyance under the bankruptcy laws or if for any other reason the FCRHA Lender is otherwise required to refund such payment to Borrower or pay any other party; (h) any voluntary or involuntary bankruptcy, receivership, insolvency, reorganization or similar proceeding affecting Borrower or any of its assets; (i) any extensions of time for performance required by the amount thereof Note, the Mortgage, the Loan Agreement or any of the other Loan Documents; (i) any sale or transfer of all or part of the Mortgaged Property; (k) any exculpatory provision in the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents limiting Lender's recourse to someone else;
j. the Mortgaged Property or to any impairment, modification, releaseother security for the Note, or limitation of liability of Developer limiting Lender's rights to a deficiency judgment against any Indemnitor; (1) the accuracy or its estate in bankruptcy, resulting from the operation of any present or future provision inaccuracy of the Bankruptcy Code representations and warranties made by the Borrower under the Note, the Mortgage, the Loan Agreement or any of the United States other Loan Documents or herein; (m) the release of the Borrower or any other person from the decision of any court interpreting same;
k. the settlement performance or compromise observance of any of the Guaranteed Obligations;
l. any change agreements, covenants, terms or condition contained in the corporateNote, partnershipMortgage, Loan Agreement or any of the other Loan Documents by operation of law, Borrower's voluntary act, or limited liability companyotherwise; (n) the release or substitution in whole or in part of any security for the Note; or (o) Lender's failure to record the Mortgage or file any UCC financing statements (or Indemnitee's improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as applicablesecurity for the Note; and, existencein any such case, structure, whether with or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, without notice to Indemnitors and with or discharge of, the Developer or the Guarantorswithout consideration.
Appears in 1 contract
Samples: Hazardous Materials Indemnity Agreement (Windrose Medical Properties Trust)
Unimpaired Liability. Guarantors’ Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any other guarantor or Lender; (h) the termination or discharge of the Security Instrument or the exercise of any power of sale or any part foreclosure (judicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, any other guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or (j) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 1 contract
Samples: Limited Guaranty (KBS Legacy Partners Apartment REIT, Inc.)
Unimpaired Liability. Guarantors’ obligations under the terms of this Guaranty Each Indemnitor acknowledges and agrees that its respective liability hereunder shall not in no way be released, diminishedterminated, impaireddischarged, reduced, limited or affected impaired by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection reason of any of the Guaranteed Obligations following (whether or not Indemnitor has any knowledge or notice thereof): (a) the irregularity, invalidity or unenforceability, in whole or in part, of any of the Loan Documents against Borrower or Lender; (b) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (c) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for payment or performance; (d) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (e) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Agreement; (f) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (g) the release of any Indemnitor from performance, in whole or in part, under this Agreement or the release of Borrower from performance, in whole or in part, under any of the other Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (h) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, SPE Manager, SPE Equity Owner, any other Indemnitor or Lender; (i) the termination or discharge of the Security Instrument or the exercise of any power of sale or any part foreclosure (judicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (j) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Indemnitor may have against Developer Borrower, SPE Manager, SPE Equity Owner, any other Indemnitor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; (k) the accuracy or inaccuracy of the DLA representations and warranties made by Borrower in this Agreement; or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for (l) any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, the Developer or the Guarantorsof an indemnitor.
Appears in 1 contract
Samples: Environmental Indemnity Agreement (Independence Realty Trust, Inc)
Unimpaired Liability. Guarantors’ Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any other guarantor or Lender; (h) the termination or discharge of the Deed of Trust or the exercise of any power of sale or any part foreclosure Qudicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, any other guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or G) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 1 contract
Samples: Nonrecourse Exceptions Guaranty (Ashford Hospitality Trust Inc)
Unimpaired Liability. Guarantors’ Guarantor hereby agrees that its obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any one or more of the following:
a. following events: (a) the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. ; (b) any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. ; (c) the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. , whether now existing or hereafter occurring; (d) any neglect, delay, omission, failure, or refusal of the FCRHA County to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, ; (e) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer or the FCRHACounty, whether in connection with the DLA Project or any other transaction;
f. ; (f) any assignment of the DLA MDA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion;
h. ; (g) the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. ; (h) any payment by Developer to the FCRHA County in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA County is required to refund such payment or pay the amount thereof to someone else;
j. ; or (i) any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the Guarantors.
Appears in 1 contract
Samples: Completion Guaranty
Unimpaired Liability. Guarantors’ Indemnitor acknowledges and agrees that, to the maximum extent permitted by law, all obligations hereunder are absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed ObligationsTransaction Documents or the existence of any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Indemnitor. Without limiting the foregoing, Indemnitor acknowledges and agrees that its liability hereunder shall in no way be released, terminated, discharged, limited or impaired by reason of any of the following (whether or not Indemnitor has any knowledge or notice thereof):
(a) any Subject Party’s or any other Person’s lack of authority or lawful right to enter into any of the Transaction Documents or any officers’ or representatives’ lack of authority or right to enter into Transaction Documents on its behalf, or the obligations to make payments pursuant to the Bonds and the other Transaction Documents being ultra xxxxx;
b. (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Indenture Trustee with respect to any of the Transaction Documents including, without limitation, the grant of extensions of time for payment or performance;
(c) the failure to record any Transaction Document or to perfect any security interest intended to be provided thereby;
(d) the release, surrender, exchange, subordination, deterioration, waste, loss, impairment or loss substitution, in whole or in part, of any security at any time existing in connection with any or all of the Guaranteed ObligationsTrust Estate, the failure to protect, secure or insure any of the Trust Estate, the acceptance of additional collateral for the Bonds or the failure of Indenture Trustee or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of the Trust Estate;
c. the insolvency, bankruptcy(e) Indenture Trustee’s failure to exercise, or lack of partnership delay in exercising, any rights or corporate power of Developerremedies Indenture Trustee may have under the Transaction Documents or under this Agreement, or any party at any time liable for any or all of the Guaranteed Obligations;
d. including but not limited to any neglect, delay, omission, failure, failure or refusal of the FCRHA Indenture Trustee (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations Indemnity Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any of the Trust Estate, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of any obligation underlying the Guaranteed Indemnity Obligations;
e. subject (f) the release of any Subject Party or any other Person now or hereafter party to Section 3 abovea Transaction Document from performance, in whole or in part, under any Transaction Document to which each is a party, in each case whether by operation of law, Indenture Trustee’s voluntary act, or otherwise;
(g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting any Subject Party or any other Person;
(h) the termination or discharge of any Transaction Documents, the exercise of any rights under collateral assignments or the exercise of any power of sale or any foreclosure (judicial or otherwise) or delivery or acceptance of a deed-in-lieu of foreclosure;
(i) other than satisfaction in full of the Indemnity Obligations, the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Indemnitor may have against Developer any Subject Party, Indenture Trustee, any Bondholder, or the FCRHAany other Person, whether in connection with the DLA Bonds or any other transaction;
f. any assignment (j) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations representations and warranties made by any Subject Party or any part thereofother Person in any of the Transaction Documents;
g. (k) any termination adjustment, indulgence, forbearance or compromise that might be granted or given by Indenture Trustee to any Subject Party or any other Person;
(l) any sale, lease or Transfer of any or all of the DLA assets of any Subject Party or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completionany other Person;
h. (m) the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Indemnity Obligations, or any part thereof, is ultra xxxxxexceeding the amount permitted by law or violating any usury law;
(n) other than satisfaction in full of the Indemnity Obligations, any valid defenses, claims or offsets (whether at law, in equity or by agreement) by any Subject Party which render the Bonds or Indemnity Obligations wholly or partially uncollectible from any Subject Party, whether arising in connection with the Transaction Documents or otherwise,
(o) the illegality or unenforceability of, or the officers creating same acted in excess of their authorityinability to collect, any obligations to make payments pursuant to the Bonds and the other Transaction Documents or Indemnity Obligation;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of (p) any of the Guaranteed Obligations;
l. any change in the corporate, partnership, Transaction Documents being irregular or limited liability company, as applicable, existence, structure, not genuine or ownership of the Developerauthentic; or
m. (q) any changes (whether directly or indirectly) in the shareholders, partners or members of any Subject Party or the reorganization, merger or consolidation of any Subject Party into or with any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsPerson.
Appears in 1 contract
Samples: Indemnity Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Unimpaired Liability. Guarantors’ Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Credit Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, except as otherwise provided herein. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Credit Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Credit Documents including, without limitation, the grant of extensions of time for payment or performance; (c) failure to record or file any Credit Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under this Guaranty or securing all under the other Credit Documents; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of Guarantor from performance, in whole or in part, under this Guaranty (other than an unconditional release of Guarantor from performance in whole under this Guaranty) or the release of Borrower from performance, in whole or in part, under any of the Credit Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, Guarantor, any other guarantor under the Loan, or Lender; (h) the termination or discharge of any Credit Document or the exercise of any power of sale or any part foreclosure (judicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim (other than a mandatory or compulsory counterclaim), defense or other rights which Guarantors Guarantor may have against Developer any other guarantor under the Loan, Lender or the FCRHABorrower, whether in connection with the DLA Loan or any other transaction;
f. any assignment of transaction except (A) a good faith defense that Guarantor or Borrower have actually paid the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed ObligationsRecourse Liabilities, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. any payment by Developer portion thereof (but only to the FCRHA in respect extent of such portion), and (B) a good faith defense as to the amount owed by Guarantor hereunder; or (j) the accuracy or inaccuracy of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate representations and warranties made by Borrower in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsCredit Documents.
Appears in 1 contract
Samples: Guaranty (NorthStar Real Estate Income Trust, Inc.)
Unimpaired Liability. Guarantors’ Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its respective liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any part collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of Guarantor from performance, in whole or in part, under this Guaranty or the release of Borrower from performance, in whole or in part, under any of the Guaranteed Obligations;
e. subject to Section 3 aboveLoan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any other guarantor or Lender; (h) the termination or discharge of the Security Instrument or the exercise of any rights or remedies thereunder; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, any other guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or (j) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 1 contract
Samples: Guaranty (Pet DRx CORP)
Unimpaired Liability. Guarantors’ obligations Each Indemnity Guarantor acknowledges and agrees that all Guaranteed Obligations hereunder are absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed ObligationsLoan Documents or the existence of any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, each Indemnity Guarantor acknowledges and agrees that its liability hereunder shall in no way be released, terminated, discharged, limited or impaired by reason of any of the following (whether or not any Indemnity Guarantor has any knowledge or notice thereof):
(a) any Borrower Party’s or any other Person’s lack of authority or lawful right to enter into any of the Loan Documents or any officers’ or representatives’ lack of authority or right to enter into Loan Documents on its behalf, or the Obligations being ultra xxxxx;
b. (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Agent with respect to any of the Loan Documents including, without limitation, the grant of extensions of time for payment or performance;
(c) any adjustment, indulgence, forbearance or compromise that might be granted or given by Agent to Borrower or any Indemnity Guarantor;
(d) the failure to record any Loan Document or to perfect any security interest intended to be provided thereby;
(e) the release, surrender, exchange, subordination, deterioration, waste, loss, impairment or loss substitution, in whole or in part, of any security at Collateral, the failure to protect, secure or insure any time existing Collateral, the acceptance of additional collateral for the Loan or the failure of Agent or any other party to exercise diligence or reasonable care in connection with the preservation, protection, enforcement, sale or other handling or treatment of all or any or all part of the Guaranteed Obligationsany Collateral;
c. the insolvency, bankruptcy(f) Agent’s failure to exercise, or lack of partnership delay in exercising, any rights or corporate power of Developerremedies Agent may have under the Loan Documents or under this Indemnity Guaranty, or any party at any time liable for any or all of the Guaranteed Obligations;
d. including but not limited to any neglect, delay, omission, failure, failure or refusal of the FCRHA Agent (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject (g) the release of any Guarantor from performance, in whole or in part, under this Indemnity Guaranty or the release of Borrower or any other Person now or hereafter party to Section 3 abovea Loan Document from performance, in whole or in part, under any Loan Document to which each is a party, in each case whether by operation of law, Agent’s voluntary act, or otherwise;
(h) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting any Borrower Party or any other Person;
(i) the termination or discharge of the Security Instrument or the exercise of any power of sale or any foreclosure (judicial or otherwise) or delivery or acceptance of a deed-in-lieu of foreclosure;
(j) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors any Indemnity Guarantor may have against Developer any Borrower Party, Agent, any Lender, or the FCRHAany other Person, whether in connection with the DLA Loan or any other transaction;
f. any assignment (k) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations representations and warranties made by Borrower, any other Indemnity Guarantor or any part thereofother Person in any of the Loan Documents;
g. (l) any termination adjustment, indulgence, forbearance or compromise that might be granted or given by Agent to Borrower, any other Indemnity Guarantor or any other Person;
(m) any sale, lease or Transfer of any or all of the DLA assets of any Borrower Party or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completionany other Person;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating (n) the Guaranteed Obligations, or any part thereof, is ultra xxxxxexceeding the amount permitted by law or violating any usury law;
(o) any valid defenses, claims or offsets (whether at law, in equity or by agreement) by Borrower or any Indemnity Guarantor which render the Obligation wholly or partially uncollectible from Borrower or such Indemnity Guarantor, whether arising in connection with the Loan Documents or otherwise;
(p) the illegality or unenforceability of, or the officers creating same acted in excess of their authority;
i. any payment by Developer inability to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairmentcollect, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. (q) any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the DeveloperLoan Documents being irregular or not genuine or authentic; or
m. (r) any changes (whether directly or indirectly) in the shareholders, partners or members of any Borrower Party or the reorganization, merger or consolidation of any Borrower Party into or with any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsPerson.
Appears in 1 contract
Samples: Indemnification & Liability
Unimpaired Liability. Guarantors’ Each Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, each Guarantor acknowledges and agrees that its respective liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of any Guarantor from performance, in whole or in part, under this Guaranty or the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, SPE Manager, SPE Equity Owner, any other Guarantor or Lender; (h) the termination or discharge of the Security Instrument or the exercise of any power of sale or any part foreclosure (judicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, SPE Manager, SPE Equity Owner, any other Guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or (j) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 1 contract
Unimpaired Liability. Guarantors’ obligations The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the terms provisions of the Notes, the Mortgages, the Loan Agreement or any other Loan Documents. In addition, the liability of Indemnitor under this Guaranty Agreement shall in no way be limited or impaired by (a) the unenforceability of the Notes, Mortgages, Loan Agreement or any other Loan Document against Borrowers and/or any guarantor or Borrower Party; (b) any release or other action or inaction taken by Administrative Agent on behalf of Lenders with respect to the Mortgaged Property, the Loan, the Borrowers and/or any other Borrower Party, whether or not be released, diminished, impaired, reducedthe same may impair or destroy any subrogation rights of the Indemnitor, or affected by any of the following:
a. the taking constitute a legal or accepting equitable discharge of any other security surety or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, indemnitor; (c) the existence of any claim, setoff, counterclaim, defense collateral or other rights which Guarantors security for the Loan, and any requirement that Administrative Agent or Lenders pursue any of such collateral or other security, or pursue any remedies it may have against Developer or the FCRHA, whether in connection with the DLA or Borrowers and/or any other transaction;
f. Borrower Party; (d) any assignment requirement that Administrative Agent or Lenders provide notice to or obtain Indemnitor’s consent to any modification, increase, extension or other amendment of the DLA or the Guaranteed Obligations or Loan; (e) any part thereof;
g. any termination right of subrogation (until payment in full of the DLA or dispossession Loan and the expiration of Developer under the DLA as a result any applicable preference period and statute of an uncured Event of Default by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. limitations for fraudulent conveyance claims); (f) any payment by Developer Borrowers to the FCRHA in respect of the Guaranteed Obligations Administrative Agent or Lenders if such payment is held to constitute be a preference or fraudulent conveyance under the bankruptcy laws or if for any other reason the FCRHA is Administrative Agent or Lenders are otherwise required to refund such payment to Borrowers or pay any other party; (g) any voluntary or involuntary bankruptcy, receivership, insolvency, reorganization or similar proceeding affecting Borrowers or any of their assets; (h) any extensions of time for performance required by the amount thereof Notes, the Mortgages, the Loan Agreement or any of the other Loan Documents; (i) except as otherwise specifically provided herein, any sale or transfer of all or part of the Mortgaged Property; (j) any exculpatory provision in the Notes, the Mortgages, the Loan Agreement or any of the other Loan Documents limiting Administrative Agent’s or Lenders’ recourse to someone else;
j. the Mortgaged Property or to any impairment, modification, releaseother security for the Notes, or limitation of liability of Developer limiting Administrative Agent’s or its estate in bankruptcy, resulting from Lenders’ rights to a deficiency judgment against any Indemnitor; (k) the operation of any present accuracy or future provision inaccuracy of the Bankruptcy Code representations and warranties made by the Borrowers under the Notes, the Mortgages, the Loan Agreement or any of the United States other Loan Documents or herein; (l) the release of the Borrowers or any other Person from the decision of any court interpreting same;
k. the settlement performance or compromise observance of any of the Guaranteed Obligations;
l. any change agreements, covenants, terms or condition contained in the corporateNotes, partnershipMortgages, Loan Agreement or any of the other Loan Documents by operation of law, any Borrower’s voluntary act, or limited liability companyotherwise; (m) the release or substitution in whole or in part of any security for the Notes; or (n) Administrative Agent’s failure to record the Mortgages or file any UCC financing statements (or Administrative Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as applicablesecurity for the Notes; and, existencein any such case, structure, whether with or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, without notice to Indemnitors and with or discharge of, the Developer or the Guarantors.without consideration. HTI MOB Portfolio
Appears in 1 contract
Unimpaired Liability. Guarantors’ Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, each Guarantor acknowledges and agrees that its respective liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer (subject to the provisions of the Loan Agreement) or the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of any Guarantor from performance, in whole or in part, under this Guaranty or the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, SPE Equity Owner, any other Guarantor or Lender; (h) the termination or discharge of the Security Instrument or the exercise of any power of sale or any part foreclosure (judicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, SPE Equity Owner, any other Guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or (j) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 1 contract
Samples: Guaranty (Behringer Harvard Opportunity REIT I, Inc.)
Unimpaired Liability. Guarantors’ Senior Housing Guarantor hereby agrees that its obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any one or more of the following:
a. following events: (a) the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. ; (b) any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. ; (c) the insolvency, bankruptcy, or lack of partnership or corporate power of DeveloperTenant, or any party at any time liable for any or all of the Guaranteed Obligations;
d. , whether now existing or hereafter occurring; (d) any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, ; (e) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Tenant or the FCRHA, whether in connection with the DLA Project or any other transaction;
f. ; (f) any assignment of the DLA Lease or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion;
h. ; (g) the unenforceability of all or any part of the Guaranteed Obligations against Developer Tenant by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. ; (h) any payment by Developer Tenant to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. ; or (i) any impairment, modification, release, or limitation of liability of Developer Tenant or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the Guarantors.
Appears in 1 contract
Samples: Completion Guaranty
Unimpaired Liability. Guarantors’ obligations Each Indemnity Guarantor acknowledges and agrees that all Guaranteed Obligations hereunder are absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed ObligationsLoan Documents or the existence of any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, each Indemnity Guarantor acknowledges and agrees that its liability hereunder shall in no way be released, terminated, discharged, limited or impaired by reason of any of the following (whether or not any Indemnity Guarantor has any knowledge or notice thereof):
(a) any Borrower Party’s or any other Person’s lack of authority or lawful right to enter into any of the Loan Documents or any officers’ or representatives’ lack of authority or right to enter into Loan Documents on its behalf, or the Obligations being ultra xxxxx;
b. (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Agent with respect to any of the Loan Documents including, without limitation, the grant of extensions of time for payment or performance;
(c) any adjustment, indulgence, forbearance or compromise that might be granted or given by Agent to Borrower or any Indemnity Guarantor;
(d) the failure to record any Loan Document or to perfect any security interest intended to be provided thereby;
(e) the release, surrender, exchange, subordination, deterioration, waste, loss, impairment or loss substitution, in whole or in part, of any security at Collateral, the failure to protect, secure or insure any time existing Collateral, the acceptance of additional collateral for the Loan or the failure of Agent or any other party to exercise diligence or reasonable care in connection with the preservation, protection, enforcement, sale or other handling or treatment of all or any or all part of the Guaranteed Obligationsany Collateral;
c. the insolvency, bankruptcy(f) Agent’s failure to exercise, or lack of partnership delay in exercising, any rights or corporate power of Developerremedies Agent may have under the Loan Documents or under this Indemnity Guaranty, or any party at any time liable for any or all of the Guaranteed Obligations;
d. including but not limited to any neglect, delay, omission, failure, failure or refusal of the FCRHA Agent (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject (g) the release of any Guarantor from performance, in whole or in part, under this Indemnity Guaranty or the release of Borrower or any other Person now or hereafter party to Section 3 abovea Loan Document from performance, in whole or in part, under any Loan Document to which each is a party, in each case whether by operation of law, Agent’s voluntary act, or otherwise;
(h) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting any Borrower Party or any other Person;
(i) the termination or discharge of the Security Instrument or the exercise of any power of sale or any foreclosure (judicial or otherwise) or delivery or acceptance of a deed-in-lieu of foreclosure;
(j) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors any Indemnity Guarantor may have against Developer any Borrower Party, Agent, any Lender, or the FCRHAany other Person, whether in connection with the DLA Loan or any other transaction;
f. any assignment (k) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations representations and warranties made by Borrower, any other Indemnity Guarantor or any part thereofother Person in any of the Loan Documents;
g. (l) any termination adjustment, indulgence, forbearance or compromise that might be granted or given by Agent to Xxxxxxxx, any other Indemnity Guarantor or any other Person;
(m) any sale, lease or Transfer of any or all of the DLA assets of any Borrower Party or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completionany other Person;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating (n) the Guaranteed Obligations, or any part thereof, is ultra xxxxxexceeding the amount permitted by law or violating any usury law;
(o) any valid defenses, claims or offsets (whether at law, in equity or by agreement) by Borrower or any Indemnity Guarantor which render the Obligation wholly or partially uncollectible from Borrower or such Indemnity Guarantor, whether arising in connection with the Loan Documents or otherwise;
(p) the illegality or unenforceability of, or the officers creating same acted in excess of their authority;
i. any payment by Developer inability to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairmentcollect, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. (q) any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the DeveloperLoan Documents being irregular or not genuine or authentic; or
m. (r) any changes (whether directly or indirectly) in the shareholders, partners or members of any Borrower Party or the reorganization, merger or consolidation of any Borrower Party into or with any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsPerson.
Appears in 1 contract
Samples: Indemnity Guaranty
Unimpaired Liability. Guarantors’ Family Housing Guarantor hereby agrees that its obligations under the terms of this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any one or more of the following:
a. following events: (a) the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. ; (b) any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. ; (c) the insolvency, bankruptcy, or lack of partnership or corporate power of DeveloperTenant, or any party at any time liable for any or all of the Guaranteed Obligations;
d. , whether now existing or hereafter occurring; (d) any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, ; (e) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Tenant or the FCRHA, whether in connection with the DLA Project or any other transaction;
f. ; (f) any assignment of the DLA Lease or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default by Developer prior to Final Completion;
h. ; (g) the unenforceability of all or any part of the Guaranteed Obligations against Developer Tenant by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. ; (h) any payment by Developer Tenant to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. ; or (i) any impairment, modification, release, or limitation of liability of Developer Tenant or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the Guarantors.
Appears in 1 contract
Samples: Completion Guaranty
Unimpaired Liability. Guarantors’ obligations The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the terms provisions of the Notes, the Mortgages, the Loan Agreement or any other Loan Documents. In addition, the liability of Indemnitor under this Guaranty Agreement shall in no way be limited or impaired by (a) the unenforceability of the Notes, Mortgages, Loan Agreement or any other Loan Document against Borrowers and/or any guarantor or Borrower Party; (b) any release or other action or inaction taken by Administrative Agent on behalf of Secured Parties with respect to the Mortgaged Property, the Loan, the Borrowers and/or any other Borrower Party, whether or not be released, diminished, impaired, reducedthe same may impair or destroy any subrogation rights of the Indemnitor, or affected by any of the following:
a. the taking constitute a legal or accepting equitable discharge of any other security surety or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations;
e. subject to Section 3 above, indemnitor; (c) the existence of any claim, setoff, counterclaim, defense collateral or other rights which Guarantors security for the Loan, and any requirement that Administrative Agent or Secured Parties pursue any of such collateral or other security, or pursue any remedies it may have against Developer or the FCRHA, whether in connection with the DLA or Borrowers and/or any other transaction;
f. Borrower Party; (d) any assignment requirement that Administrative Agent or Secured Parties provide notice to or obtain Indemnitor’s consent to any modification, increase, extension or other amendment of the DLA or the Guaranteed Obligations or Loan; (e) any part thereof;
g. any termination right of subrogation (until payment in full of the DLA or dispossession Loan and the expiration of Developer under the DLA as a result any applicable preference period and statute of an uncured Event of Default by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted in excess of their authority;
i. limitations for fraudulent conveyance claims); (f) any payment by Developer Borrowers to the FCRHA in respect of the Guaranteed Obligations Administrative Agent or Secured Parties if such payment is held to constitute be a preference or fraudulent conveyance under the bankruptcy laws or if for any other reason the FCRHA is Administrative Agent or Secured Parties are otherwise required to refund such payment to Borrowers or pay any other party; (g) any voluntary or involuntary bankruptcy, receivership, insolvency, reorganization or similar proceeding affecting Borrowers or any of their assets; (h) any extensions of time for performance required by the amount thereof Notes, the Mortgages, the Loan Agreement or any of the other Loan Documents; (i) except as otherwise specifically provided herein, any sale or transfer of all or part of the Mortgaged Property; (j) any exculpatory provision in the Notes, the Mortgages, the Loan Agreement or any of the other Loan Documents limiting Administrative Agent’s or Secured Parties’ recourse to someone else;
j. the Mortgaged Property or to any impairment, modification, releaseother security for the Notes, or limitation of liability of Developer limiting Administrative Agent’s or its estate in bankruptcy, resulting from Secured Parties’ rights to a deficiency judgment against any Indemnitor; (k) the operation of any present accuracy or future provision inaccuracy of the Bankruptcy Code representations and warranties made by the Borrowers under the Notes, the Mortgages, the Loan Agreement or any of the United States other Loan Documents or herein; (l) the release of the Borrowers or any other Person from the decision of any court interpreting same;
k. the settlement performance or compromise observance of any of the Guaranteed Obligations;
l. any change agreements, covenants, terms or condition contained in the corporateNotes, partnershipMortgages, Loan Agreement or any of the other Loan Documents by operation of law, any Borrower’s voluntary act, or limited liability companyotherwise; (m) the release or substitution in whole or in part of any security for the Notes; or (n) Administrative Agent’s failure to record the Mortgages or file any UCC financing statements (or Administrative Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as applicablesecurity for the Obligations; and, existencein any such case, structure, whether with or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, without notice to Indemnitors and with or discharge of, the Developer or the Guarantorswithout consideration.
Appears in 1 contract
Samples: Hazardous Materials Indemnity Agreement (Healthcare Trust, Inc.)
Unimpaired Liability. Guarantors’ Each Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the terms validity, regularity or enforceability of this Guaranty shall not be released, diminished, impaired, reduced, or affected by any of the following:
a. the taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligations;
b. any release, surrender, exchange, subordination, Loan Documents or loss the existence of any security at any time existing other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, each Guarantor acknowledges and agrees that its respective liability hereunder shall in connection with any no way be released, terminated, discharged, limited or all of the Guaranteed Obligations;
c. the insolvency, bankruptcy, or lack of partnership or corporate power of Developer, or any party at any time liable for any or all of the Guaranteed Obligations;
d. any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection impaired by reason of any of the Guaranteed Obligations following (whether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for payment or performance; (c) failure to record any Loan Document or to foreclose perfect any security interest intended to be provided thereby or take otherwise to protect, secure or prosecute insure any action collateral for the Loan; (d) Lender’s failure to exercise, or delay in connection with exercising, any instrument rights or agreement evidencing remedies Lender may have under the Loan Documents or securing all under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of any Guarantor from performance, in whole or in part, under this Guaranty or the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, SPE Equity Owner, any other Guarantor or Lender; (h) the termination or discharge of the Security Instrument or the exercise of any power of sale or any part foreclosure (judicial or otherwise) or delivery or acceptance of the Guaranteed Obligations;
e. subject to Section 3 above, a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantors Guarantor may have against Developer Borrower, SPE Equity Owner, any other Guarantor or the FCRHALender, whether in connection with the DLA Loan or any other transaction;
f. any assignment ; or (j) the accuracy or inaccuracy of the DLA or the Guaranteed Obligations or any part thereof;
g. any termination of the DLA or dispossession of Developer under the DLA as a result of an uncured Event of Default representations and warranties made by Developer prior to Final Completion;
h. the unenforceability of all or any part of the Guaranteed Obligations against Developer by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the officers creating same acted Borrower in excess of their authority;
i. any payment by Developer to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under the bankruptcy laws or if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else;
j. any impairment, modification, release, or limitation of liability of Developer or its estate in bankruptcy, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or from the decision of any court interpreting same;
k. the settlement or compromise of any of the Guaranteed Obligations;
l. any change in the corporate, partnership, or limited liability company, as applicable, existence, structure, or ownership of the Developer; or
m. any other circumstance, other than as described in Section 3(c) above, which might otherwise constitute a defense available to, or discharge of, the Developer or the GuarantorsLoan Documents.
Appears in 1 contract
