Common use of Guarantee of Payment and Performance Clause in Contracts

Guarantee of Payment and Performance. The Guarantor hereby guarantees to the Lender the full and punctual payment when due (whether at maturity, by acceleration or otherwise), and the performance of all liabilities, agreements and other obligations of the Borrower to the Lender, including, without limitation, any and all obligations of the Borrower to the Lender arising out of or related to the Loan Agreement, the Loan Documents or the Lender Guarantees, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (the "Obligations"). This Guarantee is an absolute, unconditional and continuing Guarantee of the full and punctual payment and performance of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations from the Borrower or resort to any security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Obligations, or should the Borrower or the Guarantor become insolvent or make a composition, trust mortgage or general assignment for the benefit of creditors, or if a proceeding under any federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally be filed or commenced by, against or in respect of the Borrower or the Guarantor, the obligations of the Guarantor hereunder shall become immediately due and payable to the Lender, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lender on any number of occasions.

Guarantee of Payment and Performance. The Guarantor Guarantors hereby guarantees jointly and severally guarantee to the Lender Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the performance operation of all liabilities, agreements §§502(b) and other obligations 506(b) of the Borrower to the Lender, including, without limitation, any and all obligations Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower to the Lender arising out of or related to the Loan Agreement, the Loan Documents or the Lender Guarantees, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (the "Obligations")Borrower. This Guarantee is an absolute, unconditional and continuing Guarantee guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Lender Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Obligations, or should the Borrower or the Guarantor become insolvent or make a composition, trust mortgage or general assignment for the benefit of creditors, or if a proceeding under any federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally be filed or commenced by, against or in respect of the Borrower or the Guarantor, the joint and several obligations of the Guarantor Guarantors hereunder shall with respect to such Obligations in default shall, upon demand by the Purchasers, become immediately due and payable to the LenderPurchasers, without demand or notice of any nature, all of which are expressly waived by the GuarantorGuarantors. Payments by the Guarantor Guarantors hereunder may be required by the Lender Purchasers on any number of occasions. All payments by the Guarantors hereunder shall be made to the Purchasers, in the manner and at the place of payment specified therefor in the Debentures, for the account of the Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantors are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Obligations and termination of this Guarantee.

Guarantee of Payment and Performance. This Guaranty is a guarantee of payment and performance and not of collection only and th Guarantor hereby irrevocably waives any right to require that any acti against the Lessee or any other Person be taken or exhausted prior to action being taken against the Guarantor. The Guarantor hereby guarantees to the Lender the full and punctual payment when due (whether at maturity, by acceleration specifically agrees that it shall not be necessary or otherwise)required, and th the performance of all liabilitiesGuarantor shall not be entitled to require, agreements and other obligations of the Borrower to the Lender, including, without limitation, any and all obligations of the Borrower to the Lender arising out of or related to the Loan Agreement, the Loan Documents or the Lender Guarantees, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (the "Obligations"). This Guarantee is an absolute, unconditional and continuing Guarantee of the full and punctual payment and performance of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt Guaranteed Parties (i) file suit or proceed to collect obtain or assert a claim against t Lessee or any other Person for the Obligations, (ii) make any effort a collection of the Obligations from the Borrower Lessee or resort any other Person, (ii foreclose against or seek to realize upon any security now or hereafte existing for the Obligations, or (iv) file suit or proceed to obtain o assert a claim for personal judgment against any other Person liable fo the Obligations, or make any effort at collection of the Obligations fr any such other Person, or exercise or assert any other right or remedy which any Guaranteed Party is or may be entitled in connection with the Obligations or any security or other means guaranty therefor, (v) assert or file any claim against the assets of obtaining their payment. Should the Borrower default in the payment Lessee or performance of any of other guarantor or any other Person liable for the Obligations, or should any part thereof, either before or as a condition to enforcing the Borrower or liability of the Guarantor become insolvent under this Guaranty or make requiring payment of the Obligations the Guarantor hereunder, or (vi) join the Lessee or any other Person a compositionparties to any proceeding for the enforcement against the Guarantor of any provision of this Guaranty. The Guaranteed Parties, trust mortgage or general assignment for any of the entitled to receive payments or the benefit of creditors, performance guaranteed hereunder shall have the right to enforce this Guaranty irrespective o whether or if a proceeding under any federal or state bankruptcy, reorganization, receivership, insolvency not legal proceedings or other similar law affecting enforcement efforts against the rights of creditors generally be filed Lessee or commenced byany other Person are pending, against seeking resort to or in respect realization upon or from any of the Borrower or the Guarantor, the obligations of the Guarantor hereunder shall become immediately due and payable to the Lender, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Lender on any number of occasionsforegoing.

Guarantee of Payment and Performance. The Guarantor hereby guarantees to the Lender the full and punctual payment when due (whether at maturity, by acceleration or otherwise), and the performance of all liabilities, agreements and other obligations of the Borrower to the Lender, including, without limitation, any and all obligations of the Borrower to the Lender arising out of or related to the Loan Agreement, the Loan Documents or the Lender Guarantees, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (the "Obligations"). This Guarantee is an absolute, unconditional present and continuing Guarantee guarantee of the full and punctual payment and performance of the Payment Obligations and not a guarantee of their collectibility only collection, and is in no way conditioned upon the Guarantor waives any requirement right to require that any action be brought against the Company or that Holder be required to exhaust any of its rights, benefits or privileges under the Note or any security given therefor; PROVIDED, HOWEVER, that nothing contained herein shall be construed to prevent Holder from exercising and enforcing any right, benefit or privilege which Holder may have under this Guarantee or the Note from time to time, and at any time, it being agreed that the Lender first attempt to collect Guarantor's obligations hereunder are, and shall be, absolute, independent and unconditional under any of the Obligations from the Borrower or resort to any security or other means of obtaining their paymentand all circumstances. Should the Borrower default in the payment or performance of any of the Obligations, or should the Borrower or the Guarantor become insolvent or make a composition, trust mortgage or general assignment for the benefit of creditors, or if a proceeding under any federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally be filed or commenced by, against or in respect of the Borrower or the Guarantor, Holder seek to enforce the obligations of the Guarantor by action in any court, the Guarantor waives any necessity, substantive or procedural, that a judgment previously be rendered against the Company or that the Company or any other person or entity be joined in such action or that a separate action be brought against the Company or any other person or entity. The obligations of the Guarantor hereunder are several from those of the Company or any other person or entity, and are primary obligations concerning which the Guarantor is the principal obligor. All waivers herein contained shall become immediately due and payable be without prejudice to the Lenderright of Holder at its option to proceed against the Company or any other person, whether by separate action or by joinder. The Guarantor agrees that this Guarantee shall not be discharged except by payment in full in cash of all Payment Obligations and all Enforcement Cost Obligations. In the event that the Company or any other person liable shall fail so to pay any of the Payment Obligations or Enforcement Cost Obligations, the Guarantor agrees to pay the same when due to Holder or its designees, without demand demand, presentment, protest or notice of any naturekind, all in lawful money of which are expressly waived by the GuarantorUnited States of America, at the place for payment specified in the Note. Payments by Each default in payment of principal of, premium, if any, or interest, if any, on any of the Guarantor Payment Obligations or Enforcement Cost Obligations shall give rise to a separate cause of action hereunder and separate suits may be required brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Note may make reference to this Guarantee. The Guarantor hereby agrees to pay and to indemnify and save Holder harmless from and against any damage, loss, cost or expense (including reasonable fees and expenses of attorneys) which Holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by Guarantor or the Lender on Company of any number warranty, covenant, term or condition in, or the occurrence of occasionsany default under, this Guarantee, or the Note, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity of this Guarantee, the Note, or any of the Payment Obligations or Enforcement Cost Obligations.