Common use of Affiliate Guaranty Clause in Contracts

Affiliate Guaranty. As credit support for the Obligations, on or before the Effective Date, the Initial Guarantors shall execute and deliver to the Administrative Agent, for the benefit of the Lenders, the Affiliate Guaranty. After the Effective Date, upon the transfer of any Qualified Asset to, or the acquisition of any Qualified Asset by, any Borrower Party or any Wholly-Owned Subsidiary of a Borrower Party, or upon the addition of a Project as a Qualified Asset pursuant to Article X, unless such Qualified Asset has been removed as a Qualified Asset pursuant to Article X, such Person or the owner of such Qualified Asset, as applicable, (each, a “Supplemental Guarantor”) shall: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders an Accession Agreement to become party to the Affiliate Guaranty, (ii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent legal opinions substantially in the form and substance delivered with respect to the Affiliate Guaranty on the Effective Date and such other documents reasonably required by the Administrative Agent confirming the authorization, execution, delivery and enforceability (subject to customary exceptions) of the Accession Agreement by such Supplemental Guarantor, and (iii) deliver copies of its Constituent Documents, certified by the Secretary or an Assistant Secretary or the functional equivalent of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Subject to the provisions of Section 10.03, provided that (A) there is no outstanding monetary default, Event of Default or involuntary bankruptcy of any of the Borrower Parties and (B) the Borrower Parties are in compliance (both prior to and upon the applicable transfer or property Credit Agreement level financing referred to in clauses (1) and (2) below as the case may be) with the covenants set forth in Section 6.12, upon (1) the transfer of any Qualified Asset or (2) property level financing secured by a Qualified Asset that prohibits the giving or existence of the Affiliate Guaranty with respect to a particular Guarantor or with respect to which the financing would be more costly or otherwise adversely impacted by the giving or existence of the Affiliate Guaranty with respect to such Guarantor (and so long as the Administrative Agent has received at least five (5) Business Days prior written notice requesting such release), the Administrative Agent shall release such Guarantor from its obligations under the Affiliate Guaranty and such Guarantor shall have no further liability thereunder or in respect of the Obligations.

Affiliate Guaranty. As credit support for The Affiliate Guarantors hereby jointly and severally guarantee to each holder of any Note or Notes at any time outstanding (a) the Obligationsprompt payment in full when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount, if any, and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest; and also including post-petition interest in bankruptcy) and all other amounts from time to time owing by the Company under this Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Affiliate Guarantors hereby further jointly and severally agree that if the Company shall default in the payment or before the Effective Date, the Initial Guarantors shall execute and deliver to the Administrative Agent, for the benefit performance of any of the LendersGuaranteed Obligations, the Affiliate GuarantyGuarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. After All obligations of the Effective Date, upon Affiliate Guarantors under this Section 13 shall survive the transfer of any Qualified Asset to, or the acquisition of any Qualified Asset by, any Borrower Party or any Wholly-Owned Subsidiary of a Borrower Party, or upon the addition of a Project as a Qualified Asset pursuant to Article X, unless such Qualified Asset has been removed as a Qualified Asset pursuant to Article X, such Person or the owner of such Qualified Asset, as applicable, (each, a “Supplemental Guarantor”) shall: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders an Accession Agreement to become party to the Affiliate Guaranty, (ii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent legal opinions substantially in the form and substance delivered with respect to the Affiliate Guaranty on the Effective Date and such other documents reasonably required by the Administrative Agent confirming the authorization, execution, delivery and enforceability (subject to customary exceptions) of the Accession Agreement by such Supplemental GuarantorNote, and (iii) deliver copies of its Constituent Documents, certified by the Secretary or an Assistant Secretary or the functional equivalent of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Subject to the provisions of Section 10.03, provided that (A) there is no outstanding monetary default, Event of Default or involuntary bankruptcy of any of the Borrower Parties and (B) the Borrower Parties are in compliance (both prior to and upon the applicable transfer or property Credit Agreement level financing referred to in clauses (1) and (2) below as the case may be) with the covenants set forth in Section 6.12, upon (1) the transfer of any Qualified Asset or (2) property level financing secured by a Qualified Asset that prohibits the giving or existence obligations of the Affiliate Guaranty with respect to a particular Guarantor or Guarantors under this Section 13 with respect to which the financing would be more costly or otherwise adversely impacted by the giving or existence underlying obligation of the Affiliate Guaranty with respect Company is expressly stated to survive payment of any Note shall also survive payment of such Guarantor (and so long as the Administrative Agent has received at least five (5) Business Days prior written notice requesting such release), the Administrative Agent shall release such Guarantor from its obligations under the Affiliate Guaranty and such Guarantor shall have no further liability thereunder or in respect of the ObligationsNote.

Affiliate Guaranty. As credit support for The Affiliate Guarantors hereby jointly and severally guarantee to each holder of any Note or Notes at any time outstanding (a) the Obligationsprompt payment in full when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount, if any, and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest; and also including post-petition interest in bankruptcy) and all other amounts from time to time owing by the Company Oaktree Capital Management, L.P. Note and Guaranty Agreement under this Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Affiliate Guarantors hereby further jointly and severally agree that if the Company shall default in the payment or before the Effective Date, the Initial Guarantors shall execute and deliver to the Administrative Agent, for the benefit performance of any of the LendersGuaranteed Obligations, the Affiliate GuarantyGuarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. After All obligations of the Effective Date, upon Affiliate Guarantors under this Section 13 shall survive the transfer of any Qualified Asset to, or the acquisition of any Qualified Asset by, any Borrower Party or any Wholly-Owned Subsidiary of a Borrower Party, or upon the addition of a Project as a Qualified Asset pursuant to Article X, unless such Qualified Asset has been removed as a Qualified Asset pursuant to Article X, such Person or the owner of such Qualified Asset, as applicable, (each, a “Supplemental Guarantor”) shall: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders an Accession Agreement to become party to the Affiliate Guaranty, (ii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent legal opinions substantially in the form and substance delivered with respect to the Affiliate Guaranty on the Effective Date and such other documents reasonably required by the Administrative Agent confirming the authorization, execution, delivery and enforceability (subject to customary exceptions) of the Accession Agreement by such Supplemental GuarantorNote, and (iii) deliver copies of its Constituent Documents, certified by the Secretary or an Assistant Secretary or the functional equivalent of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Subject to the provisions of Section 10.03, provided that (A) there is no outstanding monetary default, Event of Default or involuntary bankruptcy of any of the Borrower Parties and (B) the Borrower Parties are in compliance (both prior to and upon the applicable transfer or property Credit Agreement level financing referred to in clauses (1) and (2) below as the case may be) with the covenants set forth in Section 6.12, upon (1) the transfer of any Qualified Asset or (2) property level financing secured by a Qualified Asset that prohibits the giving or existence obligations of the Affiliate Guaranty with respect to a particular Guarantor or Guarantors under this Section 13 with respect to which the financing would be more costly or otherwise adversely impacted by the giving or existence underlying obligation of the Affiliate Guaranty with respect Company is expressly stated to survive payment of any Note shall also survive payment of such Guarantor (and so long as the Administrative Agent has received at least five (5) Business Days prior written notice requesting such release), the Administrative Agent shall release such Guarantor from its obligations under the Affiliate Guaranty and such Guarantor shall have no further liability thereunder or in respect of the ObligationsNote.

Affiliate Guaranty. As credit support for The Affiliate Guarantors hereby jointly and severally guarantee to each holder of any Note or Notes at any time outstanding (a) the Obligationsprompt payment in full when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount, if any, and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest; and also including post-petition interest in bankruptcy) and all other amounts from time to time owing by the Company under this Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Affiliate Guarantors hereby further jointly and severally agree that if the Company shall default in the payment or before the Effective Date, the Initial Guarantors shall execute and deliver to the Administrative Agent, for the benefit performance of any of the LendersGuaranteed Obligations, the Affiliate GuarantyGuarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. After Oaktree Capital Management, L.P. Note and Guaranty Agreement All obligations of the Effective Date, upon Affiliate Guarantors under this Section 13 shall survive the transfer of any Qualified Asset to, or the acquisition of any Qualified Asset by, any Borrower Party or any Wholly-Owned Subsidiary of a Borrower Party, or upon the addition of a Project as a Qualified Asset pursuant to Article X, unless such Qualified Asset has been removed as a Qualified Asset pursuant to Article X, such Person or the owner of such Qualified Asset, as applicable, (each, a “Supplemental Guarantor”) shall: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders an Accession Agreement to become party to the Affiliate Guaranty, (ii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent legal opinions substantially in the form and substance delivered with respect to the Affiliate Guaranty on the Effective Date and such other documents reasonably required by the Administrative Agent confirming the authorization, execution, delivery and enforceability (subject to customary exceptions) of the Accession Agreement by such Supplemental GuarantorNote, and (iii) deliver copies of its Constituent Documents, certified by the Secretary or an Assistant Secretary or the functional equivalent of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Subject to the provisions of Section 10.03, provided that (A) there is no outstanding monetary default, Event of Default or involuntary bankruptcy of any of the Borrower Parties and (B) the Borrower Parties are in compliance (both prior to and upon the applicable transfer or property Credit Agreement level financing referred to in clauses (1) and (2) below as the case may be) with the covenants set forth in Section 6.12, upon (1) the transfer of any Qualified Asset or (2) property level financing secured by a Qualified Asset that prohibits the giving or existence obligations of the Affiliate Guaranty with respect to a particular Guarantor or Guarantors under this Section 13 with respect to which the financing would be more costly or otherwise adversely impacted by the giving or existence underlying obligation of the Affiliate Guaranty with respect Company is expressly stated to survive payment of any Note shall also survive payment of such Guarantor (and so long as the Administrative Agent has received at least five (5) Business Days prior written notice requesting such release), the Administrative Agent shall release such Guarantor from its obligations under the Affiliate Guaranty and such Guarantor shall have no further liability thereunder or in respect of the ObligationsNote.

Affiliate Guaranty. As credit support for The Affiliate Guarantors hereby jointly and severally guarantee to each holder of any Note or Notes at any time outstanding (a) the Obligationsprompt payment in full when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of and Make-Whole Amount, if any, and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest; and also including post-petition interest in bankruptcy) and all other amounts from time to time owing by the Company under this Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Affiliate Guarantors hereby further jointly and severally agree that if the Company shall default in the payment or before the Effective Date, the Initial Guarantors shall execute and deliver to the Administrative Agent, for the benefit performance of any of the LendersGuaranteed Obligations, the Affiliate GuarantyGuarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the holder of any Note such amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. After All obligations of the Effective Date, upon Affiliate Guarantors under this Section 13 shall survive the transfer of any Qualified Asset to, or the acquisition of any Qualified Asset by, any Borrower Party or any Wholly-Owned Subsidiary of a Borrower Party, or upon the addition of a Project as a Qualified Asset pursuant to Article X, unless such Qualified Asset has been removed as a Qualified Asset pursuant to Article X, such Person or the owner of such Qualified Asset, as applicable, (each, a “Supplemental Guarantor”) shall: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders an Accession Agreement to become party to the Affiliate Guaranty, (ii) execute and deliver, or cause to be executed and delivered, to the Administrative Agent legal opinions substantially in the form and substance delivered with respect to the Affiliate Guaranty on the Effective Date and such other documents reasonably required by the Administrative Agent confirming the authorization, execution, delivery and enforceability (subject to customary exceptions) of the Accession Agreement by such Supplemental GuarantorNote, and (iii) deliver copies of its Constituent Documents, certified by the Secretary or an Assistant Secretary or the functional equivalent of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Subject to the provisions of Section 10.03, provided that (A) there is no outstanding monetary default, Event of Default or involuntary bankruptcy of any of the Borrower Parties and (B) the Borrower Parties are in compliance (both prior to and upon the applicable transfer or property Credit Agreement level financing referred to in clauses (1) and (2) below as the case may be) with the covenants set forth in Section 6.12, upon (1) the transfer of any Qualified Asset or (2) property level financing secured by a Qualified Asset that prohibits the giving or existence obligations of the Affiliate Guaranty with respect to a particular Guarantor or Guarantors under this Section 13 with respect to which the financing would be more costly or otherwise adversely impacted by the giving or existence underlying obligation of the Affiliate Company is expressly stated to survive payment of any Note shall also survive payment of such Note. Oaktree Capital Management, L.P. Note and Guaranty with respect to such Guarantor (and so long as the Administrative Agent has received at least five (5) Business Days prior written notice requesting such release), the Administrative Agent shall release such Guarantor from its obligations under the Affiliate Guaranty and such Guarantor shall have no further liability thereunder or in respect of the Obligations.Agreement