Common use of Guarantor Events of Default Clause in Contracts

Guarantor Events of Default. With respect to any Trust, each of the following events will constitute a Guarantor Event of Default: (a) any failure by the Guarantor to make Guaranty payments, which continues uncured for a period of fifteen days after receipt by the Guarantor and the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Guarantor Events of Default. With respect to any TrustIssue, each of the following events will constitute a Guarantor Event of DefaultDefault hereunder: (a) any failure by the Guarantor to make a Guaranty payments, Payment required to be made under the terms of the Trust Documents which continues uncured unremedied for a period of fifteen 15 days after receipt by the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Holders of written notice from Holders any related Certificates representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be curedIssue; (b) any failure by on the part of the Guarantor duly to observe or perform in any material respect any other covenant made by of the covenants or agreements on the part of the Guarantor in the Trust Documents that which continues unremedied for a period of 60 days after receipt the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Guarantor Holders of written notice from Holders Certificates representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be curedIssue; (c) a decree or order of a court, court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been is entered against the Guarantor and such decree or order has remained remains in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files file a petition to invoke any applicable insolvency or reorganization statute, makes make an assignment for the benefit of its creditors creditors, or voluntarily suspends suspend payment of its obligations.

Guarantor Events of Default. With respect to any Trust, each of the following following‌ events will constitute a Guarantor Event of Default: (a) any failure by the Guarantor to make Guaranty payments, which continues uncured for a period of fifteen days after receipt by the Guarantor and the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Guarantor Events of Default. With respect to any Trust, each of the following events will constitute a Guarantor Event of Default: (a) any failure by the Guarantor to make a Guaranty payments, which Payment required to be made under the terms of the Trust Documents with respect to a Series that continues uncured for a period of fifteen 15 days after receipt by the Guarantor and the Trustee of written notice from Holders of Certificates of any affected Class of that Series representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) such Class of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt by the Guarantor and the Trustee of written notice from the Holders of Certificates of any affected Class of that Series representing at least 25% of the Voting Rights of such Class of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors creditors, or voluntarily suspends payment of its obligations.

Guarantor Events of Default. With respect to any Trust, each If one or more of the following events will constitute (a --------------------------- "Guarantor Event of Default:") shall have occurred: -------------------------- (aA) the Guarantor shall fail to make punctual payment of any amount payable hereunder as the same shall become due and payable; or (B) any failure by representation or warranty of the Guarantor contained in this Guaranty, or any statement or certificate furnished pursuant to make any provision of this Guaranty paymentsor the Amendment, which continues uncured for a period of fifteen days after receipt by the Guarantor and the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform shall have been false, incorrect or misleading in any material respect when made or so certified to; or (C) the Guarantor shall breach any other covenant made by of the provisions of, or fail duly to observe or perform any covenant, agreement or provision contained in, this Guaranty; or (D) any obligation of the Guarantor in respect of any Indebtedness or any Contingent Obligation with an aggregate amount of principal outstanding (whether or not due) exceeding $10,000,000 (but excluding, in any event, the Trust Documents that continues unremedied for a period obligations of 60 days after receipt by the Guarantor hereunder) shall be declared to be or shall become due and payable prior to the stated maturity thereof, or such Indebtedness or Contingent Obligation shall not be paid as and when the same becomes due and payable, or there shall occur and be continuing any default under any instrument, agreement or evidence of written notice from Holders representing at least 25% indebtedness relating to any such Indebtedness the effect of which is to permit the holder or holders of such instrument, agreement or evidence of indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause such Indebtedness to become due prior to its stated maturity; or (E) the Guarantor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code, file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or take any corporate action for the purpose of effecting any of the Voting Rights foregoing; or (F) a proceeding or case shall be commenced, without the application or consent of the related Trust (determined Guarantor thereof in accordance with Section 14.1) any court of such failure and a demand that it be cured; (c) a decree competent jurisdiction, seeking its liquidation, reorganization, dissolution or order winding-up, or the composition or readjustment of a courtits debts, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatortrustee, receiver receiver, custodian, liquidator or liquidator the like of the Guarantor or of all or any substantial part of its assets, or similar relief in respect of the Guarantor under any law relating to bankruptcy, insolvency, readjustment of debtreorganization, marshalling of assets and liabilities or similar proceedingswinding-up, or for the winding-up composition or liquidation adjustment of its affairsdebts, has been entered against the Guarantor and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or order has remained ordering any of the foregoing shall be entered and continue unstayed and in force undischarged or unstayed effect, for a period of 60 days; (d) ; or an order for relief against the Guarantor consents to shall be entered in an involuntary case under the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its propertyBankruptcy Code; or (eG) A judgment or judgments for the payment of money in excess of $[10,000,000] (net of insurance proceeds) in the aggregate shall be rendered against the Guarantor admits and any such judgment or judgments shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; THEN, notwithstanding that no GranCare Event of Default may then have occurred ---- and be continuing, (a) in writing its inability the event of a Guarantor Event of Default described in paragraph (E) or (F) above, there shall become due and payable to HRP, and the ------------- --- Guarantor shall immediately pay its debts generally HRP, without notice or demand of any kind whatsoever, an amount in immediately available funds equal to the Default Amount, and (b) in the event of any other Guarantor Event of Default, upon notice from HRP specifying such Guarantor Event of Default, there shall become due and payable to HRP, and the Guarantor shall immediately pay HRP, an amount in immediately available funds equal to Default Amount. The amounts so paid to HRP shall be held as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment collateral for the benefit of its creditors or voluntarily suspends payment of its obligationsthe Guarantor's obligations hereunder. Such amounts shall be applied by HRP to the payment and performance of the obligations of the Guarantor hereunder as and when the same become due and payable in accordance with the provisions of this Guaranty.

Guarantor Events of Default. With respect The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 7.02 means the Covered Bonds of this Series together with the Covered Bonds of any Trustother Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in CAD converted into CAD at the applicable Covered Bond Swap Rate) or if so directed by an Extraordinary Resolution of all the holders of the Covered Bonds shall (but in the case of the happening of any of the events described in paragraphs (b) to (f) below, only if the Bond Trustee shall have certified in writing to the Issuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests of the holders of the Covered Bonds of any Series) (subject in each case to being indemnified and/or secured to its satisfaction) give notice (the “Guarantor Acceleration Notice”) in writing to the Issuer and to the Guarantor, that (x) each Covered Bond of each Series is, and each Covered Bond of each Series shall as against the Issuer (if not already due and repayable against it following an Issuer Event of Default), thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest and (y) all amounts payable by the Guarantor under the Covered Bond Guarantee shall thereupon immediately become due and payable at the Guaranteed Amount corresponding to the Early Redemption Amount for each Covered Bond of each Series together with accrued interest, in each case as provided in the Trust Deed and thereafter the Security shall become enforceable if any of the following events will constitute (each, a “Guarantor Event of Default”) shall occur and be continuing: (a) any failure by the Guarantor to make Guaranty payments, which continues uncured for a period of fifteen days after receipt by the Guarantor and the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Guarantor Events of Default. With respect The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent. of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 7.02 means the Covered Bonds of this Series together with the Covered Bonds of any Trustother Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in CAD converted into CAD at the applicable Covered Bond Swap Rate) or if so directed by an Extraordinary Resolution of all the holders of the Covered Bonds shall (but in the case of the happening of any of the events described in paragraphs (b) to (f) below, only if the Bond Trustee shall have certified in writing to the Issuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests of the holders of the Covered Bonds of any Series) (subject in each case to being indemnified and/or secured to its satisfaction) give notice (the “Guarantor Acceleration Notice”) in writing to the Issuer and the Guarantor, that (x) each Covered Bond of each Series is, and each Covered Bond of each Series shall as against the Issuer (if not already due and repayable against it following an Issuer Event of Default), thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest and (y) all amounts payable by the Guarantor under the Covered Bond Guarantee shall thereupon immediately become due and payable at the Guaranteed Amount corresponding to the Early Redemption Amount for each Covered Bond of each Series together with accrued interest, in each case as provided in the Trust Deed and thereafter the Security shall become enforceable if any of the following events will constitute (each, a “Guarantor Event of Default: (a”) any failure shall occur and be continuing: default is made by the Guarantor to make Guaranty payments, which continues uncured for a period of fifteen seven days after receipt by or more in the payment of any Guaranteed Amounts when Due for Payment in respect of the Covered Bonds of any Series, except in the case of the payment of a Guaranteed Amount when Due for Payment under Condition 6.01 where the Guarantor and shall be required to make payments of Guaranteed Amounts which are Due for Payment on the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant dates specified therein; or if default is made by the Guarantor in the performance or observance of any obligation, condition or provision binding on it (other than any obligation for the payment of Guaranteed Amounts in respect of the Covered Bonds of any Series and any other obligation specifically provided for in this Condition 7.02) under the Trust Documents that Deed, the Security Agreement or any other Transaction Document (other than the obligation of the Guarantor to (i) repay the Demand Loan pursuant to the terms of the Intercompany Loan Agreement, or (ii) make a payment under a Swap Agreement if it has insufficient funds therefor) to which the Guarantor is a party and, except where such default is or the effects of such default are, in the opinion of the Bond Trustee, not capable of remedy when no such continuation and notice as is hereinafter mentioned will be required, such default continues unremedied for 30 days (or such longer period as the Bond Trustee may permit) after written notice thereof has been given by the Bond Trustee to the Guarantor requiring the same to be remedied; or an Insolvency Event in respect of the Guarantor; or a period failure to satisfy the Amortization Test on any Calculation Date following the occurrence and during the continuance of 60 days after receipt an Issuer Event of Default; or the Covered Bond Guarantee is not, or is claimed by the Guarantor not to be, in full force and effect; or if a ratings trigger prescribed by the Conditions or the Transaction Documents (and not otherwise specifically provided for in this Condition 7.02) is breached and the prescribed remedial action is not taken within the specified time period, unless, in respect of written notice from Holders representing any ratings trigger other than the Account Bank Threshold Ratings, the Standby Account Bank Threshold Ratings, the Cash Management Deposit Ratings and the Servicer Deposit Threshold Ratings, such breach occurs at least 25% a time that the Guarantor is Independently Controlled and Governed. Following the occurrence of a Guarantor Event of Default and service of a Guarantor Acceleration Notice on the Voting Rights of Guarantor, the related Trust (determined Bond Trustee may or shall take such proceedings or steps in accordance with Section 14.1) the first and second paragraphs, respectively, of such failure Condition 7.03 and the holders of the Covered Bonds shall have a demand that it be cured; claim against the Guarantor, under the Covered Bond Guarantee, for an amount equal to the Early Redemption Amount together with accrued but unpaid interest and any other amount due under the Covered Bonds (c) a decree or order of a court, agency or supervisory authority having jurisdiction other than additional amounts payable under Condition 8) as provided in the premises for the appointment Trust Deed in respect of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligationseach Covered Bond.

Guarantor Events of Default. With respect The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent. of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 7.02 means the Covered Bonds of this Series together with the Covered Bonds of any Trustother Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in CAD converted into CAD at the applicable Covered Bond Swap Rate) or if so directed by an Extraordinary Resolution of all the holders of the Covered Bonds shall (but in the case of the happening of any of the events described in paragraphs (b) to (f) below, only if the Bond Trustee shall have certified in writing to the Issuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests of the holders of the Covered Bonds of any Series) (subject in each case to being indemnified and/or secured to its satisfaction) give notice (the “Guarantor Acceleration Notice”) in writing to the Issuer and to the Guarantor, that (x) each Covered Bond of each Series is, and each Covered Bond of each Series shall as against the Issuer (if not already due and repayable against it following an Issuer Event of Default), thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest and (y) all amounts payable by the Guarantor under the Covered Bond Guarantee shall thereupon immediately become due and payable at the Guaranteed Amount corresponding to the Early Redemption Amount for each Covered Bond of each Series together with accrued interest, in each case as provided in the Trust Deed and thereafter the Security shall become enforceable if any of the following events will constitute (each, a “Guarantor Event of Default”) shall occur and be continuing: (a) any failure by the Guarantor to make Guaranty payments, which continues uncured for a period of fifteen days after receipt by the Guarantor and the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Guarantor Events of Default. With respect to any TrustSeries, each of the following events will constitute a Guarantor Event of DefaultDefault hereunder: (a) any failure by the Guarantor to make a Guaranty payments, Payment required to be made under the terms of the Trust Documents which continues uncured unremedied for a period of fifteen 15 days after receipt by the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Holders of written notice from Holders Certificates of such Series representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be curedsuch Series; (b) any failure by on the part of the Guarantor duly to observe or perform in any material respect any other covenant made by of the covenants or agreements on the part of the Guarantor in the Trust Documents that which continues unremedied for a period of 60 days after receipt the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Guarantor Holders of written notice from Holders Certificates of such Series representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be curedSeries; (c) a decree or order of a court, court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been is entered against the Guarantor and such decree or order has remained remains in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files file a petition to invoke any applicable insolvency or reorganization statute, makes make an assignment for the benefit of its creditors creditors, or voluntarily suspends suspend payment of its obligations.

Guarantor Events of Default. With respect to any Trust, each Each of the following events will shall constitute a Guarantor an event of default (an “Event of Default”) under this Guaranty, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body: (a) Failure to make any failure payment due under this Guaranty within ten (10) days of written demand therefor (a “Payment Default”). (b) Any representation or warranty made by the Guarantor under this Guaranty or any other agreement, report, certificate, financial statement or other instrument referred to make herein and furnished to the Trustee or the Underwriter in connection herewith shall prove incorrect or misleading in any material respect when made or when deemed to have been made. (c) Default in the performance or observance of any agreement or covenant contained in this Guaranty payments(other than a covenant, which continues uncured agreement, or default that is otherwise specifically addressed in this Guaranty) and the continuance of such default for a period of fifteen thirty (30) days after receipt by the Guarantor and the Trustee of following written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured;Trustee. (bd) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt The filing by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises petition for the appointment of a conservator, receiver trustee with respect to itself or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or. (e) The making by the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes of an assignment for the benefit of its creditors creditors. (f) The insolvency of the Guarantor or voluntarily suspends payment the commencement by the Guarantor of a case in bankruptcy or for compromise, adjustment or other relief under the laws of the United States or of any state relating to the relief of debtors. (g) The failure of the Guarantor to obtain the dismissal, within ninety (90) days after service upon the Guarantor of any case commenced against the Guarantor (i) for the appointment of a trustee for Guarantor or any of its obligationsproperty; or (ii) in bankruptcy or for declaration of insolvency or for compromise, adjustment or other relief under the laws of the United States or of any state relating to the relief of debtors. (h) The failure of the Guarantor to generally pay its material debts as such debts become due. (i) The making, or the attempted making, by the Guarantor of a fraudulent conveyance within the meaning of the Uniform Fraudulent Conveyances Act.

Guarantor Events of Default. With respect to any TrustMega Issue or SMBS Series, each of the following events will constitute a Guarantor Event of DefaultDefault hereunder: (a) any failure by the Guarantor to make a Guaranty payments, Payment required to be made under the terms of the Trust Documents which continues uncured unremedied for a period of fifteen 15 days after receipt by the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Holders of written notice from Holders any related Certificates representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be curedClass; (b) any failure by on the part of the Guarantor duly to observe or perform in any material respect any other covenant made by of the covenants or agreements on the part of the Guarantor in the Trust Documents that which continues unremedied for a period of 60 days after receipt the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Guarantor Holders of written notice from Holders Certificates of any related Class representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be curedClass; (c) a decree or order of a court, court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been is entered against the Guarantor and such decree or order has remained remains in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files file a petition to invoke any applicable insolvency or reorganization statute, makes make an assignment for the benefit of its creditors creditors, or voluntarily suspends suspend payment of its obligations.

Guarantor Events of Default. With respect to any Trust, each Each of the following events will constitute a Guarantor Event of Default: (a) any failure by the Guarantor to make a Guaranty payments, which Payment required to be made under the terms of the Trust Agreement that continues uncured for a period of fifteen 15 days after receipt by the Guarantor and the Trustee of written notice from Holders of Certificates of any affected Class representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) such Class of the failure and a demand that it be cured; (b) any failure by the Guarantor to perform in any material respect any other covenant covenants made by the Guarantor in the Trust Documents Agreement that continues unremedied for a period of 60 days after receipt by the Guarantor and Trustee of written notice from the Holders of Certificates of any affected Class representing at least 25% of the Voting Rights of such Class of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors creditors, or voluntarily suspends payment of its obligations.

Guarantor Events of Default. With respect to any Trust, each Each of the following events will constitute constitutes a “Guarantor Event of Default”: (a) any failure by the Guarantor fails to make pay any amount payable under this Guaranty payments, which continues uncured for a period of fifteen days after receipt by when the Guarantor same becomes due and the Trustee of written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be curedpayable; (b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (di) the Guarantor consents to the appointment of a conservatorshall generally not pay its debts as such debts become due, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits shall admit in writing its inability to pay its debts generally as they become duegenerally, files or shall make a petition to invoke any applicable insolvency or reorganization statute, makes an general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Guarantor seeking to adjudicate it a bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of the Guarantor or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspends payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its obligationsproperty and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or the Guarantor shall take any corporate action to authorize any of the actions set forth above in this clause (i); and (ii) any Event of Default set forth in Section 7.01(f) of the Credit Agreement; (c) the occurrence of (i) any Event of Default (as defined in the Amended and Restated Credit Agreement, dated as of August 18, 2021, as amended on August 17, 2022, among the Guarantor, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the other parties party thereto), (ii) any Event of Default (as defined in the Fourth Amended and Restated 364-Day Credit Agreement, dated as of August 17, 2022, among the Guarantor, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties party thereto), (iii) any Event of Default (as defined in the Incremental 364-Day Credit Agreement, dated as of August 17, 2022, among the Guarantor, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties party thereto) or (iv) any Event of Default (as defined in the Loan Agreement, dated as of July 13, 2022, among the Guarantor, the lenders party thereto and Wxxxx Fargo Bank, National Association, as administrative agent); and (d) the occurrence of any other Event of Default (as defined in the Credit Agreement). After the occurrence and during the continuance of a Guarantor Event of Default and upon the demand of the Administrative Agent made from time to time, the Guarantor will purchase from, and pay the Administrative Agent for, the outstanding Secured Obligations (including any contingent Secured Obligations) at a purchase price equal to the aggregate amount of the outstanding Secured Obligations (including any contingent Secured Obligations); provided, however, that the Guarantor’s obligation to make such purchase shall be automatic (and the Administrative Agent shall not be required to make demand therefor) immediately upon the occurrence of a Guarantor Bankruptcy Event of Default. Such purchase will be made promptly after demand for purchase, and in a place and currency as set forth in Section 2.7; provided further, however, that such purchase shall be made immediately upon the occurrence of a Guarantor Bankruptcy Event of Default. The Guarantor hereby agrees that the purchase of the Secured Obligations (including any contingent Secured Obligations) by it hereunder will be without recourse to or representation or warranty by the Administrative Agent. The foregoing remedy is in addition to any other rights and remedies otherwise available to the Administrative Agent, including without limitation, any rights and remedies available to it under the documents or agreements evidencing the Secured Obligations (including any contingent Secured Obligations). The Guarantor’s obligations pursuant to this paragraph are in addition to the other obligations of the Guarantor under this Guaranty, including without limitation, its obligations pursuant to Section 2.2.

Guarantor Events of Default. With respect to any Trust, each Each of the following events will shall constitute a Guarantor an event of default (an “Event of Default”) under this Guaranty, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body: (a) Failure to make any failure payment due under this Guaranty within ten (10) days of written demand therefor (a “Payment Default”). (b) Any representation or warranty made by the Guarantor under this Guaranty or any other agreement, report, certificate, financial statement or other instrument referred to make herein and furnished to the Subordinate Trustee or the Underwriter in connection herewith shall prove incorrect or misleading in any material respect when made or when deemed to have been made. (c) Default in the performance or observance of any agreement or covenant contained in this Guaranty payments(other than a covenant, which continues uncured agreement, or default that is otherwise specifically addressed in this Guaranty) and the continuance of such default for a period of fifteen thirty (30) days after receipt by the Guarantor and the Trustee of following written notice from Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be cured;Subordinate Trustee. (bd) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Trust Documents that continues unremedied for a period of 60 days after receipt The filing by the Guarantor of written notice from Holders representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be cured; (c) a decree or order of a court, agency or supervisory authority having jurisdiction in the premises petition for the appointment of a conservator, receiver trustee with respect to itself or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or. (e) The making by the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes of an assignment for the benefit of its creditors creditors. (f) The insolvency of the Guarantor or voluntarily suspends payment the commencement by the Guarantor of a case in bankruptcy or for compromise, adjustment or other relief under the laws of the United States or of any state relating to the relief of debtors. (g) The failure of the Guarantor to obtain the dismissal, within ninety (90) days after service upon the Guarantor of any case commenced against the Guarantor (i) for the appointment of a trustee for Guarantor or any of its obligationsproperty; or (ii) in bankruptcy or for declaration of insolvency or for compromise, adjustment or other relief under the laws of the United States or of any state relating to the relief of debtors. (h) The failure of the Guarantor to generally pay its material debts as such debts become due. (i) The making, or the attempted making, by the Guarantor of a fraudulent conveyance within the meaning of the Uniform Fraudulent Conveyances Act.

Guarantor Events of Default. With respect to any TrustMega Issue or SMBS Series, each of the following events will constitute a Guarantor Event of DefaultDefault hereunder: (a) any failure by the Guarantor to make a Guaranty payments, Payment required to be made under the terms of the Trust Documents which continues uncured unremedied for a period of fifteen 15 days after receipt by the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Holders of written notice from Holders any related Certificates representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of the failure and a demand that it be curedClass; (b) any failure by on the part of the Guarantor duly to observe or perform in any material respect any other covenant made by of the covenants or agreements on the part of the Guarantor in the Trust Documents that which continues unremedied for a period of 60 days after receipt the date upon which written notice of such failure, requiring the same to be remedied, was given to the Guarantor and the Trustee by the Guarantor Holders of written notice from Holders Certificates of any related Class representing at least 25% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) of such failure and a demand that it be curedClass; (c) a decree or order of a court, court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been is entered against the Guarantor and such decree or order has remained remains in force undischarged or unstayed for a period of 60 days; (d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or (e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.