Res 2006-016 - Laserfiche WebLink

Home Browse Search

iii i?4415 DF'~ 2g4i i E4g (e) If acceleration of the time for payment of any amount payable by Hammons under the Agreement or any other Transaction Document, is stayed or delayed by any law or tribunal, all such amounts shall nonetheless be payable by Guazantor on demand by City, (f) Guarantor unconditionally and irrevocably waives any rights, defenses or remedies Guarantor may have under (i) Section 17.001 of the Texas Civil Practice and Remedies Code, Texas Rule of Civil Procedure 31, and Chapter 34 of the Texas Business and Commerce Code, entitled Principal and Surety, including without limitation, notice, discharge, levy and subrogation, and (ii) Sections 51.003 through 51.005 of the Texas Property Code, relating to deficiency judgments. Section 6 Subordination. Guarantor agrees that any rights which Guarantor might now or hereafter hold against Hammons or Hotels Development (including, any rights to receive payment or other monetary distributions) will be subordinate, junior and inferior to all rights which City might now or hereafter hold against Hammons or Hotels Development, except for distributions made by Hammons and/or Hotels Development to Guarantor which have been approved by the City in writing. If, for any reason whatsoever, Hammons is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Hammons securing such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Hammons to Hotels Development and/or Guarantor until the Guazanteed Obligations have been fully and finally paid and performed; (c) Guarantor hereby assigns and grants to City a security interest in all such indebtedness and security therefor, if any, of Hammons to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Hammons as debtor, City shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Transaction Documents), dividends and payments that aze payable upon any obligation of Hammons to Guazantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guazanteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guazantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 6, Guarantor shall pay the same to City immediately, Guazantor hereby agreeing that it shall receive the payment, claim or distribution in trust for City and shall have absolutely no dominion over the same except to pay it immediately to City; and F-9 803273 4