Common use of Recourse Guaranty Clause in Contracts

Recourse Guaranty. Notwithstanding the foregoing, this limitation of liability shall not apply and the Guaranteed Obligations will be a fully recourse to Affiliated Guarantor: (a) in the event of any Transfer of the Property in violation of this Mortgage or in the event Affiliated Guarantor or Operating Lessee enters into any indebtedness for borrowed money which is secured by a lien, security interest or other encumbrance of any part of the Property other than the Guaranteed Obligations or the Fairmont Loan, or except either as allowed by the Mortgage or approved by Lender; or, (b) if (i) Affiliated Guarantor, Operating Lessee or St. ▇▇▇▇▇▇▇ Liable Party commences a voluntary bankruptcy or insolvency proceeding under the Bankruptcy Code which is not dismissed within 90 days of filing, or (ii) an involuntary case is commenced against Affiliated Guarantor, Operating Lessee or St. ▇▇▇▇▇▇▇ Liable Party under the Bankruptcy Code which is not dismissed within 90 days of filing, or (iii) an involuntary case is commenced against Affiliated Guarantor, Operating Lessee or Fairmont Liable Party under the Bankruptcy Code with the collusion of Affiliated Guarantor, Operating Lessee or any of their affiliates or related entities, or (iv) a petition for relief is filed with respect to Affiliated Guarantor, Operating Lessee or Fairmont Liable Party under the Bankruptcy Code through the actions of Affiliated Guarantor, Operating Lessee or any of their affiliates or related entities which is not dismissed within 90 days of filing. Notwithstanding the previous sentence, neither Affiliated Guarantor nor St. ▇▇▇▇▇▇▇ Liable Party shall be personally liable for payment of the Guaranteed Obligations merely by reason of an involuntary bankruptcy (irrespective of its duration) as to which the following conditions are satisfied (1) such involuntary bankruptcy is not solicited, procured or supported by Affiliated Guarantor or any Related Person (as such term is defined below); (2) there is no debt or other obligation and there are no creditors, in any case which are prohibited by the Security Documents; (3) Affiliated Guarantor and each Related Person in such involuntary bankruptcy proceeding will consent to and support and perform all actions requested by Lender to obtain relief from the automatic stay and to obtain adequate protection for Lender; (4) none of the Affiliated Guarantor nor any Related Persons shall propose or in any way support any plan of reorganization which in any way modifies or seeks to modify any provisions of the Loan Documents or any of Lender’s rights under the Loan Documents; and (5) none of Affiliated Guarantor nor any Related Persons shall propose or consent to any use of cash collateral except with Lender’s consent, which may be withheld in Lender’s sole discretion. As used herein, a “Related Person” shall mean (a) the Affiliated Guarantor and any guarantor or other person or entity which is liable in any way (including contingently liable) for any part of the Guaranteed Obligations, (b) person or entity which has any direct or indirect interest in Affiliated Guarantor or in which Affiliated Guarantor has any direct or indirect interest, or (c) any person who, by reason of any relationship with any of the foregoing, would be reasonably expected to act in accordance with the request of any of the foregoing.

Recourse Guaranty. Notwithstanding the foregoing, this limitation of liability shall not apply and the Guaranteed Obligations will be a fully recourse to Affiliated GuarantorGuarantor and to Liable Party: (a) in the event of any Transfer of the Property in violation of this Mortgage Deed of Trust or in the event Affiliated Guarantor or Operating Lessee enters into any indebtedness for borrowed money which is secured by a lien, security interest or other encumbrance of any part of the Property Property, other than the Guaranteed Obligations or the Fairmont Loan, St. ▇▇▇▇▇▇▇ Loan or except either as allowed by the Mortgage Deed of Trust or approved by LenderBeneficiary; or, (b) if (i) Affiliated Guarantor, Operating Lessee or St. ▇▇▇▇▇▇▇ Fairmont Liable Party commences a voluntary bankruptcy or insolvency proceeding under the Bankruptcy Code which is not dismissed within 90 days of filing, or (ii) an involuntary case is commenced against Affiliated Guarantor, Operating Lessee or St. ▇▇▇▇▇▇▇ Fairmont Liable Party under the Bankruptcy Code which is not dismissed within 90 days of filing, or (iii) an involuntary case is commenced against Affiliated Guarantor, Guarantor or Operating Lessee or Fairmont Liable Party under the Bankruptcy Code with the collusion of Affiliated Guarantor, Guarantor or Operating Lessee or Fairmont Liable Party, or any of their affiliates or related entities, or (iv) a petition for relief is filed with respect to Affiliated Guarantor, Guarantor or Operating Lessee or Fairmont Liable Party under the Bankruptcy Code through the actions of Affiliated Guarantor, Guarantor or Operating Lessee or any of their affiliates or related entities which is not dismissed within 90 days of filing. Notwithstanding the previous sentence, neither Affiliated Guarantor nor St. ▇▇▇▇▇▇▇ Fairmont Liable Party shall be personally liable for payment of the Guaranteed Obligations merely by reason of an involuntary bankruptcy (irrespective of its duration) as to which the following conditions are satisfied (1) such involuntary bankruptcy is not solicited, procured or supported by Affiliated Guarantor or any Related Person (as such term is defined below); (2) there is no debt or other obligation and there are no creditors, in any case which are prohibited by the Security Documents; (3) Affiliated Guarantor and each Related Person in such involuntary bankruptcy proceeding will consent to and support and perform all actions requested by Lender Beneficiary to obtain relief from the automatic stay and to obtain adequate protection for LenderBeneficiary; (4) none of the Affiliated Guarantor nor any Related Persons shall propose or in any way support any plan of reorganization which in any way modifies or seeks to modify any provisions of the Loan Security Documents or any of LenderBeneficiary’s rights under the Loan Security Documents; and (5) none of Affiliated Guarantor nor any Related Persons shall propose or consent to any use of cash collateral except with LenderBeneficiary’s consent, which may be withheld in LenderBeneficiary’s sole discretion. As used herein, a “Related Person” shall mean (a) the Affiliated Guarantor and any guarantor or other person or entity which is liable in any way (including contingently liable) for any part of the Guaranteed Obligations, (b) person or entity which has any direct or indirect interest in Affiliated Guarantor or in which Affiliated Guarantor has any direct or indirect interest, or (c) any person who, by reason of any relationship with any of the foregoing, would be reasonably expected to act in accordance with the request of any of the foregoing.