Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.
Obligations Guaranteed. Subject to the provisions of this Article 2, the Guarantor hereby unconditionally guarantees (a) to each Holder of a Security authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Security, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Security and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Security, at the rate specified in such Security and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.
Obligations Guaranteed. The Guarantor hereby irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations.
Obligations Guaranteed. In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreement, each Guarantor hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
(a) the full and prompt payment in Dollars in the manner specified in this Agreement and the Notes of (i) the principal of, the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Notes, as and when due and payable, whether at maturity, by mandatory or optional prepayment, by acceleration or otherwise in accordance with this Agreement and the Notes, (ii) any and all other obligations, indebtedness or liabilities (including fees and out of pocket expenses) now or hereafter due and payable by the Company to any Holder of a Note under this Agreement, the Security Documents or the Notes, including without limitation, liability for breach of covenant or warranty, arising pursuant to or with respect to this Agreement, the Security Documents or the Notes, all in Dollars, (iii) any and all other obligations, indebtedness or liabilities now or hereafter incurred by the Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision of this Agreement, the Security Documents or the Notes and (iv) all reasonable attorneys' fees, costs and expenses of collection incurred in connection therewith and in connection with the enforcement of this Section 22, including without limitation fees, costs and expenses incurred in any insolvency or bankruptcy case or proceeding against the Guarantors or the Company; and
(b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by the Company under the terms of this Agreement, the Security Documents and the Notes. Notwithstanding any provision to the contrary contained herein or in any Note, the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law.
Obligations Guaranteed. 2 Section 2.02
Obligations Guaranteed. Guarantors, jointly and severally, hereby guarantee and become surety to Lender for the full, prompt and unconditional payment of the Obligations, when and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, and the full, prompt and unconditional performance of each term and condition to be performed by Company under the Credit Agreement and other Loan Documents. This Guaranty is a primary obligation of Guarantors and shall be a continuing inexhaustible Guaranty. This is a guaranty of payment and not of collection. Lender may require Guarantors to pay and perform their liabilities and obligations under this Guaranty and may proceed immediately against Guarantors without being required to bring any proceeding or take any action against Company or any other Person prior thereto; the liability of Guarantors hereunder being independent of and separate from the liability of Company, any other guarantor, any other Person, and the availability of other collateral security for the Loan and the other Loan Documents.
Obligations Guaranteed. Guarantor, irrevocably and unconditionally, guarantees (A) the timely and full payment by Tenant to Landlord of (i) all Fixed Base Rent due and payable under the Lease and (ii) any unpaid Participating Rent and/or Additional Charges that from time to time shall become due and payable under the Lease as a result of actual financial results and/or operation of the Resort (i.e., not including Participating Rent with respect to future results or Resort operation unless and until such Participating Rent has been earned under the Lease) (together, the “Payment Guaranteed Obligations”), and (B) the performance of all obligations and full collection of any amounts due Landlord from Tenant arising from any breach by Tenant of any of its obligations under the Lease other than with respect to the timely and full payment of Fixed Base Rent and Participating Rent (the “Collection Guaranteed Obligations” and, collectively with the Payment Guaranteed Obligations, the “Guaranteed Obligations”). Notwithstanding anything to the contrary in any of the Lease Documents, Landlord shall not be deemed to have waived any right which the Landlord may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim against Tenant’s bankruptcy estate for the full amount of Rent due and/or payable under the Lease.
Obligations Guaranteed. For value received, Guarantor absolutely and unconditionally guarantees to the Lender Parties the full and prompt payment and performance when due, whether at maturity or earlier by reason of acceleration or otherwise, of the Obligations; provided that in no instance shall the Obligations exceed an amount in excess of the Guaranteed Amount. “Guaranteed Amount” shall mean the Paydown Amount (as such term is defined in the Credit Agreement).
Obligations Guaranteed. The Guarantor hereby unconditionally guarantees: (a) to each Holder of a Security authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of and premium, if any, and interest on, and any Redemption Price with respect to, such Security, when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, all in accordance with the terms of such Security and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Security, at the rate specified in the Indenture but only to the extent lawful; and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due it in accordance with the terms of the Indenture. If for any reason the Company shall fail punctually to pay any such principal, premium, interest or Redemption Price, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America.
Obligations Guaranteed. Guarantor unconditionally guarantees to Lender (i) the prompt and unconditional payment of the Loan and the interest thereon, whether now or hereafter advanced, as the same shall become due and payable under the Note and the Security Agreement, whether at stated maturity, by acceleration or otherwise, and any and all sums of money which, at the time, may have become or become due and payable under the provisions of the Security Agreement or any other Loan Document, and the due and prompt performance of all of the terms, agreements, covenants and conditions of the Note, the Security Agreement and the other Loan Documents; (ii) payment in full of any and all expenses that may be paid or incurred by Lender in the collection of all or any portion of the Guarantors’ obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers, privileges, remedies and interests of the Lender under the Loan Documents or hereunder, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations; and (iii) performance of all Borrower’s covenants and obligations contained herein and/or therein. Guarantor’s obligation to cause Borrower to take any action with respect to its covenants and obligations shall be limited to those actions consistent with its status as the sole stockholder of Borrower and shall be exercised through the power consequent upon such status.
