Common use of Guaranty of Performance of Obligations Clause in Contracts

Guaranty of Performance of Obligations. Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each Seller and Collection Agent of the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Seller and Collection Agent under the Agreements and each other document executed and delivered by each Seller and Collection Agent pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by such Seller or Collection Agent to Recipient, the Administrative Agent, Funding Agents, Conduit Lenders, or Committed Lenders from any other Person or resort to any collateral security, any balance of any deposit account, intercompany payable or intercompany promissory note of any Seller or any Collection Agent, or any other Person or other means of obtaining payment. Should any Seller or Collection Agent default in the payment or performance of any of the Obligations, Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by any Seller or Collection Agent results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, that nothing herein shall relieve any Seller or Collection Agent from performing in full its Obligations under the Agreements or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. The Performance Guarantor hereby guarantees to Recipientthe Agent and the Purchasers, the full and punctual payment and performance by each of the Originators and the Seller and Collection Agent of the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations obligations of (a) each Seller and Collection Agent Originator under the Agreements Receivables Sale Agreement and each other document executed and delivered by such Originator in connection with the Receivables Sale Agreement and (b) the Seller under the Receivables Purchase Agreement and each other document executed and delivered by the Seller and Collection Agent pursuant to in connection with the Agreements Receivables Purchase Agreement, and is in no way conditioned upon any requirement that Recipient the Agent or the Purchaser first attempt to collect any amounts owing owed by such any Originator to the Seller or Collection Agent the Seller to Recipientthe Purchasers, the Administrative Agent, Funding Agents, Conduit Lenders, or Committed Lenders from any other Person or resort to any collateral security, any balance of any deposit account, intercompany payable account or intercompany promissory note credit on the books of any Seller or any Collection Agent, Purchaser or any other Person or other means of obtaining payment. Should any Originator or the Seller or Collection Agent default in the payment or performance of any of the Obligations, Recipient (the Agent or its assigns) any one of the Purchasers may cause the immediate performance by the Performance Guarantor of the such Obligations and cause any payment Obligations of such party to become forthwith due and payable to Recipient (or its assigns)the Agent and the Purchasers, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by the Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the ultimate recovery or collection of any of the Receivables and the Performance Guarantor shall not be responsible for any Obligations inability to the extent that the failure collect any Receivable due to perform such Obligations by any Seller or Collection Agent results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided. Each such demand by the Agent or any Purchaser, that nothing herein as applicable, for payment under this Section 2 shall relieve any Seller or Collection Agent from performing be accompanied by a written statement describing in full its Obligations under reasonable detail the Agreements or Performance Guarantor costs and expenses in respect of its undertaking hereunder with respect to the full performance of such dutieswhich reimbursement is sought.

Guaranty of Performance of Obligations. Performance Guarantor Provider hereby guarantees to Recipient, the full and punctual payment and performance by each Seller of Transferor and Collection Agent NCI of the its respective Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Seller and Collection Agent (i) Transferor under the Agreements Agreement, the Transfer and Administration Agreement, the Series Supplement and each other document executed and delivered by Transferor pursuant thereto and (ii) NCI under the Agreement, the Series Supplement and each Seller other document executed and Collection Agent delivered by NCI pursuant to the Agreements and thereto. This Undertaking is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by such Seller Transferor or Collection Agent NCI to Recipient, the Administrative Agent, Funding Agents, Conduit Lenders, Bank Investors or Committed Lenders from any other Person or resort to any collateral security, any balance of any deposit account, intercompany payable account or intercompany promissory note credit on the books of any Seller Recipient or any Collection AgentBank Investor in favor of Transferor, NCI or any other Person or other means of obtaining payment. Should any Seller Transferor or Collection Agent NCI default in the payment or performance of any of the its respective Obligations, Recipient (or its assigns) may may, upon three Business Days' written notice to Provider, cause the immediate performance by Performance Guarantor Provider of the such Obligations and cause any payment Obligations to become forthwith due and payable to Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance GuarantorProvider. Notwithstanding the foregoing, (i) Provider is not obligated to make any payments in respect of its obligations under this Undertaking to the extent that such payments exceed, in the aggregate, $200,000,000; (ii) this Undertaking is not a guarantee of the payment by an Obligor or collection of any of the Receivables (as defined in the Agreement); and Performance Guarantor (iii) Provider shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by any Seller Transferor or Collection Agent NCI results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorObligor (as defined in the Agreement); provided, that nothing herein shall relieve any Seller or Collection Agent Transferor from performing in full its Obligations under the Agreements as Servicer or Performance Guarantor Provider of its undertaking hereunder with respect to the full performance of such duties. Any payment by the Provider hereunder shall discharge all of the Provider's liability for the amounts so paid.

Guaranty of Performance of Obligations. Performance Guarantor hereby guarantees to RecipientBeneficiary, the full and punctual payment and performance by each Seller and Collection Agent Transaction Party of the its respective Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Seller and Collection Agent the Transaction Parties under the Agreements and each other document executed and delivered by each Seller and Collection Agent such Transaction Party pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient Beneficiary first attempt to collect any amounts owing by such Seller or Collection Agent any Transaction Party to RecipientBeneficiary, the Administrative Agent, Funding Agents, Conduit Lenders, Agent or Committed Lenders the Purchasers from any other Person or resort to any collateral security, any balance of any deposit accountaccount or credit on the books of Beneficiary, intercompany payable the Agent or intercompany promissory note any Purchaser in favor of any Seller or any Collection Agent, Transaction Party or any other Person or other means of obtaining payment. Should any Seller or Collection Agent Transaction Party default in the payment or performance of any of the Obligations, Recipient Beneficiary (or its assigns) may cause the immediate performance by Performance Guarantor of the Obligations and cause any payment Obligations to become forthwith due and payable to Recipient Beneficiary (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking Guaranty is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by any Seller or Collection Agent Transaction Party results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, provided that nothing herein shall relieve any Seller or Collection Agent Transaction Party from performing in full its Obligations under the Agreements any Agreement or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Guaranty of Performance of Obligations. Each of the Performance Guarantor Guarantors, jointly and severally, hereby unconditionally guarantees to Recipientthe Administrative Agent, the Funding Agents and the Purchasers, the full and punctual payment and performance by each the Seller and Collection Agent of the Seller Obligations and by the Servicer of the Servicer Obligations. This Undertaking Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations of each Seller and Collection Agent under the Agreements and each other document executed and delivered by each Seller and Collection Agent pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient the Administrative Agent, the Funding Agents or the Purchasers first take any action against the Seller or the Servicer with respect to the Obligations or attempt to collect any of the amounts owing by such the Seller or Collection Agent the Servicer to Recipientthe Purchasers, the Funding Agents or the Administrative Agent, Funding Agents, Conduit Lenders, Agent from the Seller or Committed Lenders from any other Person the Servicer or resort to any collateral security, any balance of any deposit account, intercompany payable account or intercompany promissory note credit on the books of any Purchasers in favor of the Seller or the Servicer, any Collection Agentguarantor of the Obligations, any Approved Takeout Investor or any other Person or other means of obtaining paymentPerson. Should any the Seller or Collection Agent the Servicer default in the payment or performance of any of the Obligations, Recipient (the Administrative Agent or its assigns) the Required Funding Agents may cause the immediate performance by each of the Performance Guarantor Guarantors of the Obligations and cause any payment Obligations to become forthwith due and payable to Recipient (or its assigns)the Administrative Agent and the Purchasers, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by each of the Performance Guarantors. Each of the Performance Guarantor. Notwithstanding the foregoing, 's liability under this Undertaking is not a guarantee Guaranty shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of the collection Purchase Agreement or any other document executed in connection therewith or delivered thereunder, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Purchase Agreement or any other document executed in connection therewith or delivered thereunder, (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations, (iv) any law, regulation or order of any jurisdiction affecting any term of all or any Obligations or the rights of the Administrative Agent, any Funding Agent or any of the Purchasers, (v) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Seller or the Servicer, (vi) any change, restructuring or termination of the corporate structure or existence of the Seller or the Servicer, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Seller, the Servicer or a guarantor. In the event that performance of any of the Receivables and Performance Guarantor shall not be responsible for any Obligations to the extent that the failure to perform such Obligations by any Seller or Collection Agent results from Receivables being uncollectible on account of is stayed upon the insolvency, bankruptcy or lack of creditworthiness reorganization of the related Obligor; provided, that nothing herein shall relieve any Seller or Collection Agent from performing in full its the Servicer, or for any other reason, all such Obligations under shall be immediately performed by the Agreements or Performance Guarantor of its undertaking hereunder with respect to the full performance of such dutiesGuarantors.

Guaranty of Performance of Obligations. Each Performance Guarantor Guarantor, jointly and severally, hereby guarantees to Recipientthe Issuer and the Trustee, the full and punctual payment and performance by each Seller and Collection Agent Bon-Ton DSI of the Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all of the Obligations obligations of (x) each Seller and Collection Agent under the Agreements Receivables Purchase Agreement and each other document executed and delivered by each Seller (in any capacity) in connection with the Receivables Purchase Agreement and Collection Agent pursuant to (y) Bon-Ton DSI, individually and in its capacity as Servicer under the Agreements Transfer and Servicing Agreement and the Note Purchase Agreement, and is in no way conditioned upon any requirement that Recipient the Issuer or the Trustee first attempt to collect any amounts owing owed by such any Seller to the Transferor or Collection Agent by Bon-Ton DSI to Recipientthe Issuer or the Trustee, the Administrative Agent, Funding Agents, Conduit Lenders, or Committed Lenders from any other Person or resort to any collateral security, any balance of any deposit account, intercompany payable account or intercompany promissory note credit on the books of any Seller or any Collection Agent, or any other Person or other means of obtaining payment. Should any Seller or Collection Agent Bon-Ton DSI default in the payment or performance of any of the Obligations, Recipient (the Issuer or its assigns) the Trustee may cause the immediate performance by either Performance Guarantor of the such Obligations and cause any payment Obligations of such party to become forthwith due and payable to Recipient (or its assigns)the Issuer and the Trustee, without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by each Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the ultimate recovery or collection of any of the Receivables and neither Performance Guarantor shall not be responsible for any Obligations inability to the extent that the failure collect any Receivable due to perform such Obligations by any Seller or Collection Agent results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided. Each such demand by the Issuer or the Trustee, that nothing herein as applicable, for payment under this Section 2 shall relieve any Seller or Collection Agent from performing be accompanied by a written statement describing in full its Obligations under reasonable detail the Agreements or Performance Guarantor costs and expenses in respect of its undertaking hereunder with respect to the full performance of such dutieswhich reimbursement is sought.