Obligations Guaranteed Sample Clauses

Obligations Guaranteed. The Parent hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneysfees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each Noteholder may sue the Parent directly upon such principal, interest and other amounts becoming so due and payable.
Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.
Obligations Guaranteed. Guarantor hereby guarantees and becomes surety to Buyer for the full, prompt and unconditional payment and performance of the Obligations, when and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, and the full, prompt and unconditional performance of each term and condition to be performed by Company under the Debentures and the other Transaction Documents. This Guaranty is a primary obligation of Guarantor and shall be a continuing inexhaustible Guaranty. This is a guaranty of payment and not of collection. Buyer may require Guarantor to pay and perform its liabilities and obligations under this Guaranty and may proceed immediately against Guarantor without being required to bring any proceeding or take any action against Company or any other Person prior thereto; the liability of Guarantor hereunder being independent of and separate from the liability of Company, any other guarantor, any other Person, and the availability of other collateral security for the Debentures and the other Transaction Documents.
Obligations Guaranteed. 2 Section 2.02
Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities when and as the same shall become due and payable and (iii) all other monetary obligations of the Company under this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture.
Obligations Guaranteed. The Guarantor hereby unconditionally guarantees to each of the Beneficiaries, as their respective interests may appear, the full and prompt payment by the Company, when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise, of, and the faithful performance and compliance with, all payment obligations of the Company under the Guaranteed Company Agreements, the Guaranteed Equipment Notes and the Pass Through Trust Agreements owed to the Beneficiaries strictly in accordance with the terms thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due (such payment obligations, the “Guaranteed Obligations”); provided that in no event shall the “Guaranteed Obligations” include any obligation of the Company with respect to, or determined with respect to, any Refinancing Equipment Notes, Refinancing Certificates, Additional Equipment Notes or Additional Certificates or any liquidity facility with respect to any Refinancing Certificates or Additional Certificates. If for any reason the Company shall fail punctually to pay any such Guaranteed Obligations, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise. Any failure by the Guarantor to comply with its obligations in the immediately preceding sentence shall constitute an “Event of Default” under this Guarantee. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America.
Obligations Guaranteed. 3 Section 2.02
Obligations Guaranteed. The Guarantor hereby guarantees to the Depositor and the Other Beneficiaries (a) the timely purchase or replacement of any Mortgage Loans which the Seller is obligated to repurchase or replace pursuant to Section 6 of the Purchase Agreement and fails to do so in accordance therewith, (b) the due and punctual payment, observance and performance of any and all of the obligations of the Seller pursuant to Section 9 of the Purchase Agreement, if the Seller fails to pay or perform as required thereunder (the obligations specified in this clause (b) and the preceding clause (a), as such may be amended or modified from time to time with the written consent of the Guarantor, collectively, the "Seller Obligations"), and (c) the timely payment of costs, expenses (including, without limitation, expenses of enforcement) and liabilities resulting from the failure of the Seller to satisfy any Seller Obligation in accordance with the Purchase Agreement; provided that, notwithstanding anything herein to the contrary, in no event shall the Guarantor guaranty or otherwise be responsible for any Seller Obligation to the extent (but only to the extent) that such Seller Obligation has been amended, rescinded, waived, modified or in any way altered without the written consent of the Guarantor. It is herein acknowledged that no Seller Obligation may be amended, rescinded, waived, modified or in any way altered except by writing signed by the Depositor and the Seller.