Common use of Guaranty of Performance of Obligations Clause in Contracts

Guaranty of Performance of Obligations. The Performance Guarantor hereby unconditionally guarantees to the Administrative Agent and the Lenders, the full and punctual payment and performance by Pulte Mortgage of the Obligations. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations and is in no way conditioned upon any requirement that the Administrative Agent or the Lenders first take any action against Pulte Mortgage with respect to the Obligations or attempt to collect any of the amounts owing by Pulte Mortgage to the Lenders from Pulte Mortgage or resort to any collateral security, any balance of any deposit account or credit on the books of any Lenders in favor of Pulte Mortgage, any guarantor of the Obligations or any other Person. Should Pulte Mortgage default in the payment or performance of any of the Obligations, the Administrative Agent or the Majority Banks may cause the immediate performance by the Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to the Administrative Agent and the Lenders, without demand or notice of any nature (other than as expressly provided herein), all of which are expressly waived by the Performance Guarantor. The Performance Guarantor's liability under this Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the [Pulte Restated Loan Agreement] Obligations, or any other amendment or waiver of or any consent to departure from the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Administrative Agent or any of the Lenders, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Pulte Mortgage, (vi) any change, restructuring or termination of the corporate structure or existence of Pulte Mortgage, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pulte Mortgage or a guarantor. In the event that performance of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of Pulte Mortgage, or for any other reason, all such Obligations shall be immediately performed by the Performance Guarantor.

Guaranty of Performance of Obligations. The Performance Guarantor hereby unconditionally guarantees to the Administrative Agent and the LendersPFI, the full and punctual payment and performance by Pulte Mortgage of the Obligations. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations and is in no way conditioned upon any requirement that the Administrative Agent or the Lenders PFI first take any action against Pulte Mortgage with respect to the Obligations or attempt to collect any of the amounts owing by Pulte Mortgage to the Lenders PFI from Pulte Mortgage or resort to any collateral security, any balance of any deposit account or credit on the books of any Lenders PFI in favor of Pulte Mortgage, any guarantor of the Obligations or any other Person. Should Pulte Mortgage default in the payment or performance of any of the Obligations, the Administrative Agent or the Majority Banks PFI may cause the immediate performance by the Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to the Administrative Agent and the LendersPFI, without demand or notice of any nature (other than as expressly provided herein), all of which are expressly waived by the Performance Guarantor. The Performance Guarantor's liability under this Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the Repurchase Agreement, the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the [Pulte Restated Loan Agreement] Obligations, or any other amendment or waiver of or any consent to departure from the Repurchase Agreement, the Restated Loan Agreement or any other [Pulte Restated Loan Agreement] document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Administrative Agent or any of the LendersPFI, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Pulte Mortgage, (vi) any change, restructuring or termination of the corporate structure or existence of Pulte Mortgage, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pulte Mortgage or a guarantor. In the event that performance of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of Pulte Mortgage, or for any other reason, all such Obligations shall be immediately performed by the Performance Guarantor.

Guaranty of Performance of Obligations. The Performance Guarantor hereby unconditionally guarantees to the Administrative Agent and the Lenders, Beneficiaries the full and punctual payment and performance by Pulte Mortgage the Additional Originators of the Obligations. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of the Additional Originators under the Agreements and each other document executed and delivered by the Additional Originators pursuant to the Agreements and is in no way conditioned upon any requirement that the Administrative Agent or the Lenders Beneficiaries first take any action against Pulte Mortgage with respect to the Obligations or attempt to collect any of the amounts owing by Pulte Mortgage the Additional Originators to the Lenders Purchasers from Pulte Mortgage KRC or resort to any collateral security, any balance of any deposit account or credit on the books of any Lenders Purchaser in favor of Pulte Mortgage, any guarantor of the Obligations Additional Originators or any other PersonPerson or other means of obtaining payment. Should Pulte Mortgage any Originator default in the payment or performance of any of the Obligations, the Administrative Agent or any one of the Majority Banks Purchasers may cause the immediate performance by the Performance Guarantor of the Obligations and cause any such payment Obligations to become forthwith due and payable to the Administrative Agent and the LendersBeneficiaries, without demand or notice of any nature (other than as expressly provided herein), all of which are expressly waived by the Performance Guarantor. The Performance Guarantor's liability under Notwithstanding the foregoing, this Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability is not a guarantee of the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the [Pulte Restated Loan Agreement] Obligations, or any other amendment or waiver of or any consent to departure from the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Administrative Agent or any of the Lenders, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Pulte Mortgage, (vi) any change, restructuring or termination of the corporate structure or existence of Pulte Mortgage, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pulte Mortgage or a guarantor. In the event that performance collection of any of the Receivables and the Performance Guarantor shall not be responsible for any Obligations is stayed upon to the extent the failure to perform such Obligations by the Additional Originators results from Receivables being uncollectible on account of the insolvency, bankruptcy or reorganization lack of Pulte Mortgagecreditworthiness of the related Obligor or any action or inaction of such Obligor (other than any arising from disputes, claims, offsets, setoffs, defenses or for any other reason, all such matters as more fully set forth in subclause (v) of Section 9.1 of the Purchase Agreement); provided that nothing herein shall relieve the Additional Originators from performing in full their Obligations shall be immediately performed by under the Purchase Agreement or the Performance GuarantorGuarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. The Performance Guarantor hereby unconditionally guarantees to the Administrative Agent and the LendersRecipient, the full and punctual payment and performance by Pulte Mortgage Marathon Canadaeach First Tier Originator of the Transfer Agreement Obligations, by MPC LP of the Sale Agreement Obligations, and by MPC LP, as Servicer, of the Servicing Related Obligations. This Guaranty Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of (i) all of the Transfer Agreement Obligations of Marathon Canadaeach First Tier Originator, (ii) all of the Sale Agreement Obligations of MPC LP and (iii) all of the Servicing Related Obligations of MPC LP, as Servicer, pursuant to the Agreements and is in no way conditioned upon any requirement that the Administrative Agent or the Lenders Recipient first take any action against Pulte Mortgage with respect to the Obligations or attempt to collect any of the amounts owing by Pulte Mortgage Marathon Canadaany First Tier Originator or by MPC LP to Recipient, the Lenders Administrative Agent, the Managing Agents, the L/C Issuers or the Purchasers from Pulte Mortgage any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Administrative Agent, any Lenders Managing Agent, any L/C Issuer or any Purchaser in favor of Pulte MortgageMarathon Canadaany First Tier Originator, any guarantor of MPC LP or the Obligations Servicer, or any other PersonPerson or other means of obtaining payment. Should Pulte Mortgage Marathon Canadaany First Tier Originator, MPC LP or the Servicer, default in the payment or performance of any of the Obligations, the Administrative Agent Recipient (or the Majority Banks its assigns) may cause the immediate performance by the Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to the Administrative Agent and the LendersRecipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by the Performance Guarantor. The Performance Guarantor's liability under Notwithstanding the foregoing, this Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability Undertaking is not a guarantee of the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the [Pulte Restated Loan Agreement] Obligations, or any other amendment or waiver of or any consent to departure from the Restated Loan Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Administrative Agent or any of the Lenders, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Pulte Mortgage, (vi) any change, restructuring or termination of the corporate structure or existence of Pulte Mortgage, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pulte Mortgage or a guarantor. In the event that performance collection of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations is stayed upon to the extent the failure to perform such Obligations by Marathon Canadaany First Tier Originator, MPC LP or the Servicer, results from a Receivable being uncollectible, or from non-payment of a Receivable by the related Obligor, on account of the insolvency, bankruptcy or reorganization lack of Pulte Mortgagecreditworthiness of such Obligor; provided, that nothing herein shall relieve Marathon Canadaany First Tier Originator or MPC LP from performing in full its Obligations under the Transfer AgreementAgreements, the Sale Agreement or the Purchase Agreement, as applicable, or for any other reason, all Performance Guarantor of its undertaking hereunder with respect to the full performance of such Obligations shall be immediately performed by the Performance Guarantorduties.