Sponsor Guarantee. Concurrently with the execution and delivery of this commitment letter, Sponsor is executing and delivering to the Company a Sponsor Guarantee (the “Sponsor Guarantee”).
Sponsor Guarantee. Concurrently with the execution of this Agreement, Buyer has delivered to Ashland a limited guarantee, dated the date hereof, of the Sponsor Fund guaranteeing certain of Buyer’s obligations hereunder (the “Sponsor Guarantee”). The Sponsor Guarantee is in full force and effect and is a valid, legal, binding and enforceable obligation of the Sponsor Fund. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Sponsor Fund under the Sponsor Guarantee. Nothing in this Section 6.8 shall be construed to limit in any way Ashland’s right to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement as contemplated by and subject to the limitations set forth in Section 11.17.
Sponsor Guarantee. Should the Independent Director earn the compensation listed in Section 1.b. above but the Company does not for any reason make the full Cash Payment to the Independent Director due thereunder prior to the date the Company liquidates, the Sponsor hereby agrees to pay to the Independent Director, on behalf of the Company, such portion of the Cash Payment which remains unpaid as necessary to ensure that the full Cash Payment is made to the Independent Director in accordance with the terms of this Agreement.
Sponsor Guarantee. Notwithstanding the provisions of Clause 15.3 (Restrictions on Subordinated Loans), a Sponsor may guarantee the obligations of the Company under a Bank Subordinated Loan and each Sponsor agrees and covenants with the Offshore Security Trustee and Agent (as trustee and agent for itself and the other Secured Parties) that if it does so any and all obligations of the Company to the Sponsor arising out of or in respect thereof shall be subordinated to the same extent as a Subordinated Loan.
Sponsor Guarantee. Concurrently with the execution of this Agreement, Investor has delivered to Parent a guarantee addressed to Parent from Sponsor, in respect of the payment obligations of Investor under Section 7.02 of this Agreement to the same extent as if Sponsor were a party thereto, in each case on the terms and subject to the conditions set forth therein (the “Sponsor Guarantee”). The Sponsor Guarantee is valid and in full force and effect and constitutes the valid and binding obligation of Sponsor, enforceable against the Sponsor in accordance with its terms, subject as to enforcement to the Bankruptcy and Equity Exception. As of the date hereof, no event has occurred, which, with or without notice or lapse of time or both, would constitute a default on the part of Sponsor under the Sponsor Guarantee.
Sponsor Guarantee. Concurrently with the execution of this Agreement, Buyer has delivered to Seller the guarantee addressed to Seller from Cerberus Institutional Partners V, L.P. (the “Sponsor”) in the form attached as Annex I to this Agreement, in respect of certain payment obligations of Buyer under this Agreement to the same extent as if Sponsor were a party thereto, in each case on the terms set forth therein (the “Sponsor Guarantee”). The Sponsor Guarantee is valid and in full force and effect and constitutes the valid and binding obligation of the Sponsor, enforceable in accordance with its terms. No event has occurred, which, with or without notice or lapse of time or both, would constitute a default on the part of the Sponsor under the Sponsor Guarantee.
Sponsor Guarantee. Concurrently with the execution of this Agreement, Purchaser has delivered to Seller a guarantee, dated the date hereof, of each of the Equity Funds guaranteeing certain of Purchaser’s obligations hereunder (the “Sponsor Guarantees”). Each Sponsor Guarantee is valid and in full force and effect and constitutes the valid and binding obligation of the applicable Equity Fund, enforceable in accordance with its terms.
Sponsor Guarantee. Concurrently with the execution and delivery of this commitment letter, Sponsor is executing and delivering to the Company the Sponsor Guarantee. The Company’s remedies against Sponsor under the Sponsor Guaranty shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against (a) Sponsor, Parent or Merger Sub and (b) any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, or assignee of Sponsor, Parent or Merger Sub or any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, or assignee of any of the foregoing (other than the Parent or Merger Sub to the extent provided in the Merger Agreement) (those persons and entities described in clause (b), each being referred to as a “Non-Recourse Party”), in respect of any liabilities or obligations arising under, or in connection with, this commitment letter or the Merger Agreement or the transactions contemplated thereby, including in the event that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by Sponsor’s breach of its obligations under this commitment letter.
Sponsor Guarantee. The Sponsor shall be jointly and severally liable for any Seller Indemnified Amounts and any Repurchase Amounts and all Repurchase Event Fees and Expenses payable under the Student Loan Purchase Agreement, all amounts payable by the SPV Administrator pursuant to Section 7.02 and all amounts payable by the Master Servicer pursuant to Section 7.03.
Sponsor Guarantee. For those TENANTS who do not meet the LANDLORD’S independent financial means criteria, the LANDLORD requires, as a condition of this Lease Agreement, a binding Sponsor’s Guarantee in the form attached hereto as “Continuing Sponsor Guarantee,” which constitutes an essential inducement for the granting of this Lease Agreement by the LANDLORD. LANDLORD reserves the right to cancel this Lease Agreement in the event such Sponsor Guarantee is not full executed and returned within 15 days from the date of execution of this Lease Agreement or prior to TENANT’S occupancy, whichever occurs first. TENANT will obtain the Sponsor Guarantee directly from the sponsor and LANDLORD reserves all rights, both civil and criminal, for any false execution or forgery of the Sponsor Guarantee. The execution of the Sponsor Guarantee constitutes an additional assurance to LANDLORD as to the performance of the covenants of this Lease Agreement and shall not be construed as a release of TENANT’S responsibilities and obligations hereunder.
