Guaranty Payments. The Guarantor unconditionally and irrevocably agrees to pay to the related Trust the following amounts to the extent not otherwise available from funds in the Certificate Accounts pursuant to Section 5.04:
Guaranty Payments. Any payment received by Administrative ----------------- Agent pursuant to the Guaranty shall be distributed forthwith or retained by Administrative Agent in the same manner and subject to the same conditions as provided in this Article III with respect to payments received by Administrative ----------- Agent in respect of Borrower's obligation as to which such payment relates, all as if such payment had been made by Borrower.
Guaranty Payments. Borrower acknowledges that the liability of Sponsor under the Guaranty, the Xxxxx Fargo Mortgage Loan Guaranty and under the Other Senior Mezzanine Loan Guaranties with respect to a Bankruptcy Recourse Event shall not exceed $200,000,000 in the aggregate. As a result of such limitation, Lender, Xxxxx Fargo Mortgage Loan Lender and any Other Senior Mezzanine Lenders may be required to pay to one or more of the other lenders a portion of any amount received from Sponsor on account of a Bankruptcy Recourse Event. Borrower acknowledges that, in the event Lender recovers amounts from Sponsor under the Guaranty in respect of a Bankruptcy Recourse Event and is thereafter required, pursuant to the terms of the Guaranty or the Intercreditor Agreement, to deliver all or a portion of such amount to Xxxxx Fargo Mortgage Loan Lender or one or more of Other Senior Mezzanine Lenders, then (A) the amount recovered by Lender shall be deemed to be reduced by such amounts (the amount recovered by Lender as so reduced, the “Actual Recovery Amount”), (B) the Actual Recovery Amount shall be applied in accordance with the terms of the Loan Documents, (C) any amounts paid to Xxxxx Fargo Mortgage Loan Lender shall be applied in accordance with the Xxxxx Fargo Mortgage Loan Documents and (D) any amounts paid to any Other Senior Mezzanine Lender shall be applied in accordance with the applicable Other Senior Mezzanine Loan Documents.
Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (a) an event described in clauses (x) or (y) above shall have occurred, (b) any Creditor shall receive a Guaranty Payment (a "Receiving Creditor"), and (c) any other Creditor shall not concurrently receive its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Guaranty Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this (S)2) each Creditor shall have received its Pro Rata Share of Guaranty Payments. Any such payments shall be deemed to be and shall be made in consideration of the purchase for cash at face value, but without recourse, ratably from the other Creditors such amount of 1996 Notes, 1992 Notes, Loans or Additional Debt Facility, if any, as the case may be, to the extent necessary to cause such Creditor to share such Excess Guaranty Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Guaranty Payment or part thereof is thereafter recovered from such Receiving Creditor by any Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the portion of such Excess Guaranty Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the Borrower or any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Creditors to take any such action.
Guaranty Payments. In the event that any demand is made under a guaranty or guaranties by a Member of obligations of the Company, all guaranty payments made by any Member, up to the extent of such guaranty payments equal to such Member’s Membership Interest percentage of the total guaranty payments made by all Members, shall be deemed a Capital Contribution to the Company. To the extent that any Member shall have made a payment upon demand under a guaranty or guaranties of obligations of the Company in excess of such Member’s Membership Interest percentage of the total guaranty payments made by all Members (the “Excess Guaranty Payment”), then at the option of the Member (or, as the case may be, the Majority in Interest of the Members) which shall have made Excess Guaranty Payments, (a) such Member or Members shall have a right of contribution against any Member failing to pay its Membership Interest percentage of the total guaranty payments, (b) such Excess Guaranty Payments shall be treated as loans to the Company in accordance with the provisions of Section 3.3(i), or (c) such Excess Guaranty Payments shall dilute the Membership Interest of each Member which shall not have made guaranty payments equal to such Member’s Membership Interest percentage of the total guaranty payments made by all Members, in accordance with the provisions of Section 3.3(ii). Any Capital Contribution by a Member resulting from a payment upon demand under such Member’s guaranty of obligations of the Company, shall not be deemed to reduce any outstanding and unpaid Capital Contribution commitments of such Member.
Guaranty Payments. On each Payment Date the Servicer shall instruct the Indenture Trustee to distribute to the Note Distribution Account any Guaranty Payment deposited in the Collection Account pursuant to Section 6.05.
Guaranty Payments. Buyer agrees to invoice Seller on or before the 15th Day of each Month during the Initial Term and Seller agrees to pay Buyer an amount of $XX ("Total Guaranty Payment"), payable in twelve (12) equal installments of $XX ("Monthly Guaranty Payment") on or before the 25th Day of each Month during the Initial Term of this Agreement to compensate Buyer for the use of Buyer's portfolio. Such payments shall be made by wire transfer at such location as Buyer may from time to time designate in writing. "Prorated Guaranty Amount" means the Total Guaranty Payment divided by the total number of months in the Initial Term multiplied by the number of months that have occurred from April 1, 2003 through the date of calculation (prorated for the month in which the date of calculation occurs).
Guaranty Payments. (i) In the event that the amount on deposit in the applicable Certificate Account on any Distribution Date is less than the Mega Distribution Amount or any SMBS Class Distribution Amount, as applicable, required to be distributed on such Distribution Date pursuant to Section 4.01, the Guarantor unconditionally and irrevocably agrees to pay to the related Trust the amount of any insufficiency and will transfer such amount to the Certificate Account or directly to the applicable Paying Agent for distribution by such Paying Agent in accordance with Section 4.01.
Guaranty Payments. The Guarantor unconditionally and irrevocably agrees to pay to the Trust on each distribution Date, an amount equal to the Certificate Distribution Amount required to be distributed on such Distribution Date pursuant to Section 3.05, to the extent not otherwise available from funds in the Certificate Account pursuant to Section 4.04. After the Guarantor is notified by the Trustee or applicable Paying Agent of the insufficiency of funds in the Certificate Account to cover all such amounts, the Guarantor will transfer any such amounts to cover the insufficiency to the Certificate Account or directly to the applicable Paying Agent in immediately available funds on or before the applicable Distribution Date for payment to the Trust. The Guaranty is limited to payment of the amounts specified in this Section 4.05.
Guaranty Payments. In the event an event of default occurs on account of the failure to pay real estate taxes based upon the Guaranteed Tax Assessed Value for any calendar year commencing on or after the Assessment Date, then, for the calendar year in which such event occurs, the Developer shall pay the Village an amount equal to the difference between the net real estate taxes from all taxing jurisdictions that would be payable based on the Guaranteed Tax Assessed Value and the actual real estate taxes due for such calendar year (the “Guaranty Payment”). If applicable, the Guaranty Payment shall be due on June 20th in the year following the applicable tax year, commencing in the year of the Assessment Date (i.e. if construction is completed December 31, 2023, then the Assessment Date shall be January 1, 2024 and the Guaranty Payment, if applicable, shall be June 20, 2025) and shall be paid in lieu of all other taxes for such year. In the event that Developer fails to make one or more Guaranty Payments described herein, the parties acknowledge that the Village shall have the right, with twenty-one (21) days prior written notice, to impose special assessments or charges for any amount to which it is entitled by virtue of this Agreement and otherwise consistent with the special assessment statute, Wisconsin Statute Section 66.0701, et. seq. or to draw on the Line of Credit (if available), but not both. Developer’s obligation to make Guaranty Payments hereunder shall terminate on the Termination Date.
