Guarantee of Secured Obligations Sample Clauses

Guarantee of Secured Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Guarantor and the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 10.01, without any limitation as to amount, for all present and future Secured Obligations, including specifically all future increases in the outstanding amount of the Loans or other Secured Obligations and other future increases in the Secured Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements on the Closing Date. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Secured Obligations (including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Secured Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Secured Parties that the Secured Obligations which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower or any Guarantor of any portion of such Secured Obligations.
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Guarantee of Secured Obligations. Subject to the limitations set forth in clauses (g) and (h) of this Section 2.01, Holdings unconditionally guarantees to the Collateral Agent, jointly and severally with the other Guarantors, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Secured Obligations (such guarantee obligations of Holdings, the “Guaranteed Obligations”) for the benefit of the Secured Parties. Holdings further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.
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Guarantee of Secured Obligations. Holdings unconditionally guarantees to the Agent, jointly and severally with the other Guarantors, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Secured Obligations (such guarantee obligations of Holdings, the “Guaranteed Obligations”) for the benefit of the Secured Parties. Holdings further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation. Holdings waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.
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Guarantee of Secured Obligations. Borrower and each Subsidiary unconditionally guarantee that the Secured Obligations will be performed and paid in full in cash when due and payable, whether at the stated or accelerated maturity thereof or otherwise, this guarantee being a guarantee of payment and not of collectability and being absolute and in no way conditional or contingent. In the event any part of the Secured Obligations shall not have been so paid in full when due and payable, Borrower and each Subsidiary will, immediately upon notice by the Lender or, without notice, immediately upon the occurrence of a default due to bankruptcy, pay or cause to be paid to the Lender the amount of such Secured Obligations which are then due and payable and unpaid. The obligations of Borrower and each Subsidiary hereunder shall not be affected by the invalidity, unenforceability or irrecoverability of any other guarantor thereof. For purposes hereof, the Secured Obligations shall be due and payable when and as the same shall be due and payable under the terms of the Debenture notwithstanding the fact that the collection or enforcement thereof may be stayed or enjoined under the Bankruptcy Code or other applicable law. If, notwithstanding any other provision of this Agreement, including the obligations incurred by it under this Agreement and the rights granted to it by Section 5.10, enforcement of the obligations of Borrower and each Subsidiary under this Agreement for the full amount of the Secured Obligations to which Borrower and each Subsidiary is liable would constitute an unlawful transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the obligations of Borrower and each Subsidiary hereunder shall be reduced to the highest amount for which such obligations may then be enforced without resulting in an unlawful transfer under any such law.
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Related to Guarantee of Secured Obligations

  • Payment of Secured Obligations Grantor will pay and perform or cause to be paid and performed the Secured Obligations according to the tenor thereof and all other sums now or hereafter secured hereby as the same shall become due.

  • Revival of Secured Obligations This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Agent, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Agent or Lender in Cash.

  • Grant of Security and Secured Obligations SECTION 3.1. Pledge; Grant of Security Interest 11 SECTION 3.2. Secured Obligations 12 SECTION 3.3. Security Interest 12 ARTICLE IV PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF COLLATERAL

  • Guarantee of Obligations Guarantor hereby absolutely, unconditionally and irrevocably guarantees and promises, as primary obligor and not merely as surety, intending to be jointly and severally bound, to Lessor and Owner Participant (i) the due and punctual observance and performance by Lessee of each and every duty, obligation, agreement, covenant and condition on Lessee’s part to be observed or performed pursuant to the Lease and each of the other Operative Documents to which Lessee is a party (each, a “Guaranteed Document”, and collectively, the “Guaranteed Documents”), and (ii) the due and punctual payment of any and all amounts required to be paid by Lessee to Lessor, Owner, Owner Participant and each Financing Party (each a “Guaranteed Party” and collectively, the “Guaranteed Parties”) in respect of the Guaranteed Documents, as fully as if the undersigned were a party to said Guaranteed Documents (collectively, the “Obligations”). Guarantor acknowledges that it is fully aware of the terms and conditions of and the transactions contemplated by the Guaranteed Documents. Guarantor hereby agrees that, in the event that Lessee fails to pay any Obligation for any reason on the date on which such Obligation is required to be paid, whether by acceleration or otherwise, Guarantor will pay or cause to be paid such Obligation at the time specified in the Guaranteed Documents, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will promptly be paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal (it being the intention hereof that Guarantor shall promptly pay to the applicable Guaranteed Party, as a payment obligation directly due from Guarantor to such Guaranteed Party, amounts equal to all amounts due to such Guaranteed Party that Lessee shall fail to pay when due under the Guaranteed Documents, whether by acceleration or otherwise). Guarantor hereby agrees that, in the event that Lessee fails to perform any other Obligation for any reason on the date on which such Obligation is required to be performed, Guarantor will cause such Obligation to be performed when due to be performed by Lessee under the Guaranteed Documents, and that in the case of any extension of time of performance or renewal of any of the Obligations, the same will promptly be performed on the date performance is due (whether by extension or otherwise) in accordance with the terms of such extension or renewal.

  • Guarantee of Payment This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of Debentures to Holders as provided in the Trust Agreement.

  • Security for Secured Obligations This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

  • Unsecured Obligation Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

  • Unsecured Obligations The obligations of the Company to the Purchasers under the Subordinated Notes shall be unsecured.

  • Covenant to Guarantee Obligations The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

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