Obligation Absolute and Unconditional. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed.
Obligation Absolute and Unconditional. Notwithstanding anything to the contrary herein, the obligation of the Company, upon exercise of the Put Right by the Put Right Holder, to pay the Put Price on the Put Right Closing Date, or the Maturity Amount on the Maturity Date if the Put Right Holder elects to receive a Put Note in accordance with Section 13.1(d), shall be absolute and unconditional and shall not be subject to any right of set-off or defense whatsoever, whether in law or equity, including force majeure. This Agreement may not be terminated at any time prior to satisfaction of the Company’s obligations as set forth in this Section 13.1.
Obligation Absolute and Unconditional. The obligations of the Parent Guarantor under this Guarantee shall be irrevocable, absolute and unconditional and shall remain in full force and effect until the entire principal, Make-Whole Amount, if any, and interest on the Notes and all other sums due pursuant to 1.1 hereof shall have been indefeasibly paid in cash in U.S. Dollars and, to the fullest extent permitted by law, such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of the Parent Guarantor:
(a) the power or authority or the lack of power or authority of the Co-Issuers to issue the Notes or to execute and deliver the Note Purchase Agreement or any instrument or agreement executed pursuant thereto or in connection therewith, and irrespective of the validity or legality of the Notes or the Note Purchase Agreement or of any defense whatsoever that any Co-Issuer may or might have to the payment of the Notes (principal, Make-Whole Amount, if any, and interest) or to the performance or observance of any of the provisions or conditions of the Note Purchase Agreement, or the existence or continuance of any Co-Issuer as a legal entity;
(b) any failure to present the Notes for payment or to demand payment thereof, or to give the Parent Guarantor or the Co-Issuers notice of dishonor for non-payment of the Notes, when and as the same may become due and payable, or notice of any failure on the part of any Co-Issuer to do any act or thing or to perform or to keep any covenant or agreement by it to be done, kept or performed under the terms of the Notes or the Note Purchase Agreement;
(c) the acceptance of any security or any guarantee, any extension of the obligation of the Notes, either indefinitely or for any period of time, or any other modification in the obligation of the Notes or of the Note Purchase Agreement or the Co-Issuers thereon, or in connection therewith, or any sale, release, substitution or exchange of any security;
(d) any act or failure to act with regard to the Notes or the Note Purchase Agreement or anything which might vary the risk of the Parent Guarantor;
(e) any action taken under this Guarantee in the exercise of any right or power hereby conferred or any failure or omission on the part of the Noteholders to first enforce any right or security given under the Notes or the Note Purchase Agreement or any failure or omission on t...
Obligation Absolute and Unconditional. 3 Section 1.5. Acceleration.......................................................................... 6 Section 1.6. Preference............................................................................ 6 Section 1.7. Marshalling........................................................................... 6 Section 1.8. Subrogation........................................................................... 7 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR....................................... 7
Obligation Absolute and Unconditional. No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Senior Note at the times, place and rate, and in the coin or currency, herein prescribed.
Obligation Absolute and Unconditional. Notwithstanding anything to the contrary herein, the obligation of the Issuer, upon exercise of the Put Right by the Holder, to pay the Put Price on the Put Right Closing Date, or the Maturity Amount on the Maturity Date if the Holder elects to receive a Put Note in accordance with Section 2.1(d) hereof, shall be absolute and unconditional and shall not be subject to any right of set-off or defense whatsoever, whether in law or equity, including force majeure.
Obligation Absolute and Unconditional. Subject to Sections 2.2 and 2.4(b), the obligation of Buyer, upon delivery of an Exercise Notice by Seller (which Exercise Notice has not been revoked as of the applicable Transaction Closing Date by Seller’s delivery of a Revocation Notice to Buyer), to pay the Sale Price for the Mortgage Assets that are the subject of such Exercise Notice on the applicable Transaction Closing Date shall be absolute and unconditional and shall not be subject to any right of set-off or defense whatsoever, whether in law or equity, including force majeure.
