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.
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Resortquest International Inc)
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 (a) The Lessee hereby jointly and severally ---------------------- unconditionally guarantees and indemnifies, irrevocably, absolutely and unconditionally:to the Bondholder
(a1) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Bond and the Notes of (i) indebtedness represented thereby, and the principal of, the Make-Whole Amountredemption premium, if any, on the Bond when and interest (including overdue interest) on each of as the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, call for redemption or optional prepayment, by acceleration or otherwise in accordance with this Agreement otherwise; (2) the full and prompt payment of interest on the Notes, Bond when and as the same shall become due and payable; (ii3) any the full and prompt payment of an amount equal to each and all of the rental payments and other obligationssums when and as the same shall become due, indebtedness or liabilities (including fees and out of pocket expenses) now or hereafter due and payable required to be paid by the Company to any Holder Lessee under the terms of a Note under this the Lease 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
(b4) the full and prompt performance and observance by the Company Lessee of each and all of the obligations, covenants and agreements required to be performed or and observed by the Company Lessee under the terms of this the Lease Agreement, the Security Documents Building Loan Contract and the Notesother Security Documents. Notwithstanding The Lessee hereby irrevocably and unconditionally agrees that upon any provision default by the Agency in the payment, when due, of any principal of, any redemption premium on, or any interest on the Bond, the Lessee will promptly pay the same. The Lessee further hereby irrevocably and unconditionally agrees that (i) upon any default by the Lessee in the rental payments and other sums, when due and payable, under the Lease Agreement the Lessee will promptly pay the same, and (ii) upon any default by the Lessee in any of the obligations, covenants and agreements required to be performed and observed by the Lessee under the Lease Agreement, the Building Loan Contract and the other Security Documents, the Lessee will effect the observance of such obligations, covenants and agreements. All payments by the Lessee shall be paid in lawful money of the United States of America. Each and every default (x) in the payment of the principal of, redemption premium, if any, or interest on the Bond, (y) in the payments of the rental payments and other sums required to be paid by the Lessee under the terms of the Lease Agreement, or (z) in the prompt performance and observance by the Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Lessee under the terms of the Lease Agreement, the Building Loan Contract and the other Security Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of actions arises.
(b) The Lessee further agrees that this Lessee Guaranty constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Bondholder to (1) any security held by or for the benefit of the Bondholder for payment of the principal of, redemption premium, if any, or interest on the Bond, (2) the Bondholder's rights against any other person, or (3) any other right or remedy available to the contrary contained herein Bondholder by contract, applicable law or in any Noteotherwise. The obligations of the Lessee under this Lessee Guaranty are direct, unconditional and completely independent of the obligations of each Guarantor hereunder shall any other person of entity, and a separate cause of action or separate causes of action may be limited to an aggregate amount equal to brought and prosecuted against the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 Lessee without the necessity of joining the Agency or any other party or previously proceeding with or exhausting any other remedy against any other person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Bankruptcy Code or any comparable provisions of any applicable state lawBondholder.
Appears in 1 contract
Samples: Lessee Guaranty Agreement (Clean Towel Service Inc)
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 unconditionally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
(a) the full and prompt payment in Dollars in the manner specified in this Agreement to Administrative Agent and the Notes of Lenders (i) the principal of, the Make-Whole Amount, if any, prompt and interest (including overdue interest) on each unconditional payment of all 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 Obligations under 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 Credit Agreement, the Security Documents or the Notes, including without limitation, liability for breach the Advances and the interest thereon, whether now or hereafter advanced, as the same shall become due and payable under the Credit Agreement and the other Facility Documents, whether at stated maturity, by acceleration or otherwise, and any and all sums of covenant money which, at the time, may have become or warrantybecome due and payable under the provisions of the Credit Agreement or any other Facility Document, arising pursuant to and the due and prompt performance of all of the terms, agreements, covenants and conditions of the Credit Agreement and the other Facility Documents; (ii) payment in full of any and all expenses that may be paid or with respect to this Agreementincurred by Administrative Agent and Lenders in the collection of all or any portion of Guarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers, privileges, remedies and interests of Administrative Agent and Lenders under the Security Facility Documents or hereunder, irrespective of the Notesmanner or success of any such collection, all in Dollarsexercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations; and (iii) any and performance of all other obligations, indebtedness or liabilities now or hereafter incurred by of 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 Borrower’s (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 other entities guaranteeing the Advances) 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 obligations contained herein or in and/or therein. Guarantor’s obligation to cause Borrower and any Note, the other guarantors to take any action with respect to their respective covenants and obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to those actions consistent with its status as the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 sole stockholder (or as a member or majority stockholder as applicable) of such parties and shall be exercised through the Bankruptcy Code or any comparable provisions of any applicable state lawpower consequent upon such status.
Appears in 1 contract
Samples: Guaranty of Payment and Performance (Newtek Business Services Corp.)
Obligations Guaranteed. In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreement(a) The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Agent and indemnifies, irrevocably, absolutely and unconditionally:
the Counterparties (ai) the full and prompt payment in Dollars in of an amount equal to each and all of the manner specified in this Agreement payments and other sums when and as the Notes of (i) same shall become due, required to be paid by the principal of, the Make-Whole Amount, if any, and interest (including overdue interest) on Borrower under each of the Notes, as Swap Agreements 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 Borrower of the obligations, covenants and agreements required to be performed or and observed by the Company Borrower under each of the Swap Agreements (items (i) and (ii), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any amounts (including amounts in respect of fees and indemnification owing to the Agent or the Counterparties) due under the Swap Agreements, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Counterparty. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under the Swap Agreements, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Counterparties.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of any sum required to be paid by the Borrower under the terms of this Agreementthe Swap Agreements or (ii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Security Documents Borrower under the terms of the Swap Agreements, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waive any right to require that any resort be had by the Agent and the Notes. Notwithstanding Counterparties to (i) any provision security held by or for the benefit of the Agent and the Counterparties for payment of the amounts due under the Swap Agreements, this Guarantee Agreement or the other Transaction Documents, (ii) the Agent's and Counterparties' right against any other Person, or (iii) any other right or remedy available to the contrary contained herein Agent and the Counterparties by contract, applicable law or in any Noteotherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of each Guarantor hereunder any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Counterparties.
(d) The Subsidiary Guarantors shall be limited to an aggregate amount equal pay to the greatest amount that would not render its obligations hereunder subject to avoidance Agent and the Counterparties all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Counterparties upon the occurrence of an Event of Default under Section 548 any or all of the Bankruptcy Code or any comparable provisions of any applicable state lawTransaction Agreements.
Appears in 1 contract
Samples: Subsidiary Guarantee Agreement (Seabulk International Inc)
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 The Parent hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
unconditionally guarantees to the Noteholders: (a) the full and prompt payment in Dollars in of the manner specified in this Agreement and principal of all of the Notes and of the interest thereon at the rate therein stipulated (iincluding interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent, whether or not allowed in such proceeding) the principal of, and the Make-Whole Amount, if anythe Modified Make-Whole Amount, Additional Amounts and interest (including overdue interest) on each of all other amounts owing to the Notes, Noteholders from time to time under the Notes and the Note Purchase Agreement when and as and when the same shall become due and payable, whether at maturityby lapse of time, by mandatory upon redemption or optional prepayment, by extension or by acceleration or otherwise in accordance with this Agreement and the Notesdeclaration, (ii) any and all other obligationsor otherwise, 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 it under the terms of this the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the Security protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents and the Notes. Notwithstanding any provision to the contrary contained herein or in any Noteconsultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of each Guarantor hereunder shall be limited to an aggregate amount equal the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the greatest amount that would Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not render its obligations hereunder subject be deemed to avoidance under Section 548 be a guaranty only of the Bankruptcy Code or any comparable provisions collectability of any applicable state lawsuch payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, interest and other amounts becoming so due and payable.
Appears in 1 contract
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 Each Subsidiary Guarantor hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
unconditionally guarantees to the Noteholders: (a) the full and prompt payment in Dollars in of the manner specified in this Agreement and principal of all of the Notes and of the interest thereon at the rate therein stipulated (iincluding interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor, whether or not allowed in such proceeding) the principal of, and the Make-Whole Amount, if anythe Modified Make-Whole Amount, Additional Amounts and interest (including overdue interest) on each of all other amounts owing to the Notes, Noteholders from time to time under the Notes and the Note Purchase Agreement when and as and when the same shall become due and payable, whether at maturityby lapse of time, by mandatory upon redemption or optional prepayment, by extension or by acceleration or otherwise in accordance with this Agreement and the Notesdeclaration, (ii) any and all other obligationsor otherwise, 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 it under the terms of this the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the Security protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents and the Notes. Notwithstanding any provision to the contrary contained herein or in any Noteconsultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of each Guarantor hereunder shall be limited to an aggregate amount equal the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the greatest amount that would Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not render its obligations hereunder subject be deemed to avoidance under Section 548 be a guaranty only of the Bankruptcy Code or collectability of such payments and that in consequence thereof each Noteholder may xxx any comparable provisions of any applicable state lawSubsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.
Appears in 1 contract
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 (a) The Guarantor hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
unconditionally guarantees to each Secured Party all of the obligations (aincluding all payment and performance obligations) of the full Borrower pursuant to and prompt payment in Dollars in accordance with the manner specified in this terms and conditions of the Common Agreement and that were or are hereafter required to be performed by the Notes of Borrower through the Project Completion Date, including, but not limited to, (i) causing the principal of, Project Completion Date to occur on the Make-Whole Amount, if any, and interest (including overdue interest) on each of date specified in 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 NotesLoan Documents, (ii) complying with the Overrun Equity Commitment, and (iii) all obligations to correct any deficiencies in the Project that arise prior to the Project Completion Date (the “Guaranteed Obligations”). The Guarantor further hereby irrevocably, absolutely and all other obligations, indebtedness or liabilities (including fees and out unconditionally agrees that upon any default in the payment of pocket expenses) now or hereafter due and payable any of the Guaranteed Obligations by the Company to any Holder of a Note under this AgreementBorrower, the Security Documents or the Notesincluding, including without limitation, liability for breach of covenant regularly scheduled payments or warranty, arising pursuant to or accelerated payments due with respect to this Agreementthe DOE-Guaranteed Loan, the Security Documents or Guarantor will promptly pay the Notes, all in Dollars, (iii) any and all other obligations, indebtedness or liabilities now or hereafter incurred same. All payments by the Company to any Holder Guarantor shall be paid in lawful money of a Note pursuant to any waiver, modification, amendment the United States of America. Each and every default in the payment or change performance of any provision of this Agreementthe Guaranteed Obligations shall give rise to a separate cause of action hereunder, the Security Documents or the Notes and (iv) all reasonable attorneys' fees, costs and expenses separate suits may be brought hereunder as each cause 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; andaction arises.
(b) The Guarantor further agrees that this Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by any Secured Party to (1) any security held by or for the full and prompt performance and observance by the Company benefit of each and all any Secured Party for any of the covenants and agreements required to be performed Guaranteed Obligations, (2) the Secured Parties rights against any other Person, or observed by the Company under the terms of this Agreement, the Security Documents and the Notes. Notwithstanding (3) any provision other right or remedy available to the contrary contained herein Secured Parties by contract, applicable law or in any Noteotherwise. The obligations of the Guarantor under this Guaranty Agreement are direct, unconditional and completely independent of the obligations of each any other Person, and a separate cause of action or separate causes of action may be brought and prosecuted against the Guarantor hereunder shall be limited to an aggregate amount equal to without the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 necessity of joining any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the Bankruptcy Code Guaranteed Obligations or of realizing upon any comparable provisions security held by or for the benefit of any applicable state lawthe Secured Parties.
Appears in 1 contract
Obligations Guaranteed. In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreement(a) The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Agent and indemnifies, irrevocably, absolutely and unconditionally:
the Lenders (ai) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Revolving Loan Notes and the Notes of (i) indebtedness represented thereby and the principal of, L/C Obligations when and as the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, call for redemption or optional prepaymentotherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, by acceleration interest amount or otherwise in accordance with other amount due under 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, not paid when due); (iii) any the full and prompt payment of an amount equal to each and all of the payments and other obligationssums when and as the same shall become due, indebtedness or liabilities now or hereafter incurred required to be paid by the Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision Borrower under the terms of this Agreement, Agreement and under each of the Security other Transaction Documents or the Notes to which it is a party 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 Borrower of the obligations, covenants and agreements required to be performed or and observed by the Company Borrower under the terms of this AgreementAgreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the Security "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes. Notwithstanding , this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any provision other Person, or (iii) any other right or remedy available to the contrary contained herein Agent and the Lenders by contract, applicable law or in any Noteotherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of each Guarantor hereunder any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall be limited to an aggregate amount equal pay to the greatest amount that would not render its obligations hereunder subject to avoidance Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under Section 548 any or all of the Bankruptcy Code or any comparable provisions of any applicable state lawTransaction Documents.
Appears in 1 contract
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 The Parent Guarantor hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
unconditionally guarantees, to the Initial Noteholders and to each subsequent registered holder from time to time of the Notes (the Initial Noteholders and each subsequent registered holder of the Notes being hereinafter referred to as a "Noteholder"), (a) the full full, due and prompt punctual payment in cash in U.S. 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 interestincluding, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Co-Issuer, whether or not a claim for such interest is allowable in any such case or proceeding) on each of the Notes, and any other amount due and payable under the Notes, as and when such payment shall become due and payable, whether at maturityby lapse of time, by mandatory upon redemption or optional prepayment, by extension or by acceleration or declaration, or otherwise (including, to the extent legally enforceable, interest due on overdue payments of principal, Make-Whole Amount, if any, or interest at the rate set forth in accordance with this Agreement and the Notes) in coin or currency of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (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 payment, performance and observance by the Company each Co-Issuer of each and all of the covenants and agreements required to be performed or observed by the Company such Co-Issuer under the terms of this the Notes and/or the Note Purchase Agreement, and (c) the Security Documents full and the Notes. Notwithstanding prompt payment in cash in U.S. Dollars, upon demand by any provision Noteholder of all costs and expenses, legal or otherwise (including attorneys fees) which any Co-Issuer is obligated to pay pursuant to the contrary contained Notes and/or the Note Purchase Agreement and such expenses, if any, as shall have been expended or incurred in the enforcement of any right or privilege under the Notes or Note Purchase Agreement, and in each and every case irrespective of the validity, regularity, or enforcement of the Notes or the Note Purchase Agreement or any of the terms thereof. The guarantee of the Notes herein provided is a guarantee of the immediate and timely payment in cash in U.S. Dollars of the principal of, and Make-Whole Amount, if any, and interest on, the Notes and all other amounts guaranteed hereunder as and when the same are due and payable and shall not be deemed to be a guarantee only of the collectibility of such payments and that in consequence thereof the Noteholders may xxx the Parent Guarantor directly upon any such principal, Make-Whole Amount, interest and all other amounts guaranteed hereunder becoming so due and payable or upon any failure of any Co-Issuer to perform any obligation under the Notes or the Note Purchase Agreement or failure of the Parent Guarantor to perform any other term or provision hereof. The Parent Guarantor agrees that it shall not make a payment on any guaranty securing the Note (as defined in the Revolving Credit Agreement) unless concurrently therewith it shall make payment hereunder to the Noteholders on the obligations guaranteed hereunder on a pari passu basis with respect to any such payment on 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 respect of any applicable state lawsuch payment on or in respect of any guaranty securing the Note (as defined in the Revolving Credit Agreement).
Appears in 1 contract
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 (a) The Corporate Guarantor hereby jointly and severally guarantees and indemnifies, ---------------------- irrevocably, absolutely and unconditionally:
unconditionally guarantees to the Trustee for the benefit of the Holders from time to time of the Bonds, the Bank and the Issuing Agent (a1) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Bonds and the Notes of (i) indebtedness represented thereby, and the principal of, the Make-Whole Amountredemption premium, if any, on the Bonds when and interest (including overdue interest) on each of as the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, call for redemption, purchase or optional prepayment, by acceleration or otherwise in accordance with this Agreement and the Notesotherwise, (ii2) any the full and all other obligations, indebtedness or liabilities (including fees prompt payment of interest on the Bonds when and out of pocket expenses) now or hereafter as the same shall become due and payable and, if the Letter of Credit is in effect, on any amounts due and owing to the Bank, (3) the payment, performance and observance of all obligations of the Lessee in favor of the Bank and the Issuing Agent under the Reimbursement Agreement and in respect of the Letter of Credit, (4) to the extent permitted by law, the full and prompt payment of an amount equal to each and all of the rental payments and other sums, when and as the same shall become due, required to be paid by the Company to any Holder Lessee under the terms of a Note under this the Lease 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 (iv5) all reasonable attorneys' feesto the extent permitted by law, 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 Lessee of each and all of the obligations, covenants and agreements required to be performed or and observed by the Company Lessee under the terms of this Agreementthe Lease Agreement (the payments, obligations, covenants and agreements referred to above being collectively referred to as the "Guaranteed Obligations"). The Corporate Guarantor further hereby irrevocably, absolutely and unconditionally agrees that upon any default in the payment of any the Guaranteed Obligations, the Security Documents Corporate Guarantor will promptly pay the same. All payments by the Corporate Guarantor shall be paid in lawful money of the United States of America. Each and every default in the Notes. Notwithstanding payment of any provision of the Guaranteed Obligations shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(b) The Corporate Guarantor agrees that this Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee, the Holders of the Bonds, the Bank or the Issuing Agent to (1) any security held by or for the benefit of the Holders of the Bonds, the Bank or the Issuing Agent for any of the Guaranteed Obligations, (2) the Trustee's, any Bondholder's, the Bank's or the Issuing Agent's rights against any other person, or (3) any other right or remedy available to the contrary contained herein Trustee, any Holder of the Bonds, the Bank or in any Notethe Issuing Agent by contract, applicable law or otherwise. The obligations of the Corporate Guarantor under this Guaranty Agreement are direct, unconditional and completely independent of the obligations of each any other Person, and a separate cause of action or separate causes of action may be brought and prosecuted against the Corporate Guarantor hereunder without the necessity of joining the Agency or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the Guaranteed Obligations or of realizing upon any security held by or for the benefit of the Holders of the Bonds, the Bank or the Issuing Agent.
(c) Reference is made to Article X of the Indenture which provides that, subject to certain conditions, the Indenture may be discharged prior to the date on which all of the Bonds have become due and payable if there shall be limited deposited with the Trustee moneys and/or Government Obligations in an amount sufficient to an aggregate amount equal pay the entire principal of, redemption premium, if any, and interest due and to become due on such Bonds on or prior to the greatest amount that would maturity or redemption thereof. If any lien, encumbrance or charge based on any claim of any kind (including, without limitation, any claim for income, franchise or other taxes, whether Federal, state or otherwise but excluding any claim against any Bondholder) shall be asserted or filed against any moneys so deposited with the Trustee (or the income therefrom) so as to:
(1) interfere with the due application by the Trustee of such moneys to the payment of the Bonds or the reimbursement of the Bank or the Issuing Agent for draws under the Letter of Credit, pursuant to the applicable provisions of the Indenture, or
(2) subject the Holders of the Bonds, the Bank or the Issuing Agent to any obligation to refund any moneys applied to payment of the Bonds or the reimbursement of amounts drawn under the Letter of Credit, then the Corporate Guarantor promptly will take, or cause the taking of, such action (including, but not render limited to, the payment of money) as may be necessary to prevent, or to nullify the cause or result of, such interference or such obligation, as the case may be. The discharge of the lien and pledge of the Indenture prior to the date on which all Bonds have become due and payable shall not release the Corporate Guarantor from its obligations hereunder subject under this Guaranty Agreement except to avoidance the extent the Bonds are defeased pursuant to Article X of the Indenture. The Corporate Guarantor further waives any benefits of any credit for the fair market value of the Facility in any action for foreclosure or for a deficiency judgment (including any credit under Section 548 1371 of the Bankruptcy Code or any comparable provisions of any applicable state lawNew York Real Property Actions and Proceedings Law).
Appears in 1 contract
Samples: Guaranty Agreement (Technology Flavors & Fragrances Inc)
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 Partnership hereby guarantees, subject to the provisions of Section 15.8, to the Trustee for its own benefit and the benefit of the Holders from time to time (i) 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 Amountof and premium, if any, on the Bonds and interest (including overdue interest) on each of the Notesindebtedness represented thereby, when and as and when the same shall become due and payable, whether at maturitythe Stated Maturity thereof, by mandatory acceleration, call for redemption or optional prepayment, by acceleration or otherwise in accordance with this Agreement and the Notesotherwise, (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 payment of interest on the Bonds when and observance as the same shall become due and payable (the “Partnership Guarantee”), and (iii) the full and prompt payment to the Trustee of all fees, costs, expenses or other amounts payable to the Trustee under the Indenture when and as the same shall become due and payable the Partnership hereby irrevocably and unconditionally agrees, subject to the provisions of Section 15.2 and Section 15.8, that upon any default by the Company in the payment, when due, of each any principal of, premium, if any, or interest on the Bonds, and all after demand therefor being made upon the Company by the Trustee, the Partnership will promptly pay the same. All payments by the Partnership shall be paid in lawful money of the covenants United States of America. Each and agreements required every default in the payment of the principal of, premium, if any, or interest on the Bonds shall, subject to the provisions of Section 15.8, give rise to a separate cause of action hereunder, and separate suits may be performed or observed brought hereunder as each cause of action arises.
(b) The Partnership further agrees, subject to the provisions of Section 15.2 and Section 15.8, that this Partnership Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Bonds, after demand for such payment being made upon the Company under by the terms of this AgreementTrustee, the Security Documents and the Notes. Notwithstanding any provision to the contrary contained herein Trustee’s or in any NoteBondholder’s rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Bonds by contract, applicable law or otherwise. The obligations of the Partnership under this Partnership Guarantee are direct, unconditional and completely independent of the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal any other Person, and, subject to the greatest amount that would not render its obligations hereunder subject to avoidance under provisions of Section 548 15.8, a separate cause of action or separate causes of action may be brought and prosecuted against the Partnership, after demand for payment being made upon the Company by the Trustee, without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Bankruptcy Code or any comparable provisions Holders of any applicable state lawthe Bonds.
Appears in 1 contract
Samples: Trust Indenture (Dynegy Inc /Il/)
Obligations Guaranteed. In Each of the Subsidiary Guarantors, jointly and severally, in consideration of each Holder the execution and delivery of this Agreement and certain other benefits to the Subsidiary Guarantors which are expected to arise as a Note entering into result of the transactions contemplated by this Agreement, hereby unconditionally and performing their respective obligations irrevocably guarantees to the Purchasers and to the holders from time to time of the Notes the due and punctual payment of the principal of and interest on the Notes when and as the same shall become due and payable (whether at the maturity thereof, by acceleration, by notice of prepayment or otherwise) according to the terms thereof and of this Agreement, as such may be amended from time to time, and the due and punctual payment of any other amounts owing to the Purchasers and to such holders under or in connection respect of the Notes, and the due and punctual payment of any obligations with respect to the Put owing to the Purchasers and to the holders of the Warrants, under this Agreement and all other payment obligations of the Company and its Subsidiaries hereunder and thereunder, whether absolute or contingent, liquidated or unliquidated (collectively, the "Guaranteed Obligations"). In the absence of the due observance and performance by the Company and its Subsidiaries of any of its or their other obligations, undertakings and conditions contained in this Agreement, each Subsidiary Guarantor hereby jointly and severally guarantees and indemnifiesshall use its best efforts, irrevocablyto the extent practicable, absolutely and unconditionally:
to provide reasonably equivalent performance intended to achieve comparable results. If the Company or its Subsidiaries shall not punctually pay any such principal, interest or other amounts in respect of the Guaranteed Obligations (a) regardless of whether the full and prompt payment in Dollars in Purchasers or the manner specified in this Agreement and holders of the Notes of (i) or Warrants have recourse against the principal ofCompany), each Subsidiary Guarantor shall provide that such payment be made forthwith thereafter. If the Make-Whole Amount, if any, and interest (including overdue interest) on each Purchasers or any of the Notes, as and when holders of the Notes shall have the right to declare any or all of the Notes or other Guaranteed Obligations due and payable,. and acceleration of the payment of such Notes or other Guaranteed Obligations is stayed, whether at maturity, by mandatory or optional prepayment, by acceleration enjoined or otherwise prevented for any reason, in accordance with each case as determined in good faith by the Purchasers and each holder of Notes, each Subsidiary Guarantor, upon demand therefor, shall pay to the Purchasers and each holder of Notes, the sums which would have been due to the Purchasers and such holders under 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 Notesif such acceleration had occurred, all in Dollars, (iii) any and all other obligations, indebtedness or liabilities now or hereafter incurred as permitted 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Decrane Aircraft Holdings Inc)
Obligations Guaranteed. In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreement(a) The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Agent and indemnifies, irrevocably, absolutely and unconditionally:
the Lenders (ai) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Notes and the Notes of (i) indebtedness represented thereby and the principal of, L/C Obligations when and as the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, call for redemption or optional prepaymentotherwise; (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, by acceleration interest amount or otherwise in accordance with other amount due under 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, not paid when due); (iii) any the full and prompt payment of an amount equal to each and all of the payments and other obligationssums when and as the same shall become due, indebtedness or liabilities now or hereafter incurred required to be paid by the Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision Borrower under the terms of this Agreement, Agreement and under each of the Security other Transaction Documents or the Notes to which it is a party 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 Borrower of the obligations, covenants and agreements required to be performed or and observed by the Company Borrower under the terms of this AgreementAgreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the Security "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes. Notwithstanding , this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any provision other Person, or (iii) any other right or remedy available to the contrary contained herein Agent and the Lenders by contract, applicable law or in any Noteotherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of each Guarantor hereunder any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall be limited to an aggregate amount equal pay to the greatest amount that would not render its obligations hereunder subject to avoidance Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under Section 548 any or all of the Bankruptcy Code or any comparable provisions of any applicable state lawTransaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreementfor the Commitments, each the Guarantor hereby jointly unconditionally and severally irrevocably guarantees to each of the Agent and indemnifies, irrevocably, absolutely and unconditionally:
the Lenders (ai) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Notes and the Notes of (i) indebtedness represented thereby when and as the principal of, the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, call for redemption or optional prepaymentotherwise; (ii) the full and prompt payment of interest on the Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, by acceleration interest amount or otherwise in accordance with other amount due under this Agreement and not paid when due); (iii) the Notes, (ii) any full and prompt payment of an amount equal to each and all of the payments and other obligationssums when and as the same shall become due, indebtedness or liabilities required to be paid by a Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (including fees and out of pocket expenses) now or hereafter due and payable by the Company to any Holder of a Note under this Agreementincluding, the Security Documents or the Notes, including without limitation, any indemnity for any loss, claim, expense or liability for breach (including, without limitation, any Environmental Claims) that the Agent, a Lender or any of covenant their respective officers, directors, employees or warranty, arising pursuant to agents may suffer or with respect to this Agreement, the Security Documents or the Notes, all in Dollars, (iiiincur) 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 a Borrower and all Xxxxxxxxx of the obligations, covenants and agreements required to be performed or and observed by the Company such Borrower and/or Xxxxxxxxx under the terms of this AgreementAgreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the Security Documents "Guarantee Obligations"). The Guarantor hereby irrevocably and unconditionally agrees that upon any default by a Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agrees that upon any default by a Borrower in any of its obligations, covenants and agreements required to be performed and observed by such Borrower under this Agreement or under any other Transaction Document to which it is a party, the Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Guarantor shall be paid in the lawful currency of the United States. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Notes, (ii) in the payment of any sum required to be paid by a Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by a Borrower of all of the obligations, covenants and agreements required to be performed and observed by such Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Guarantor further agrees that the Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes. Notwithstanding , this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any provision other Person, or (iii) any other right or remedy available to the contrary contained herein Agent and the Lenders by contract, applicable law or in any Noteotherwise. The Guarantee Obligations are direct, unconditional and completely independent of the obligations of each any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Guarantor hereunder without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Guarantor shall be limited to an aggregate amount equal pay to the greatest amount that would not render its obligations hereunder subject to avoidance Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under Section 548 any or all of the Bankruptcy Code or any comparable provisions of any applicable state lawTransaction Documents.
Appears in 1 contract
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 (a) The Guarantor hereby jointly unconditionally guarantees to each of the Agent and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
the Lenders (ai) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Term Loan Notes and the Notes of (i) indebtedness represented thereby when and as the principal of, the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, call for redemption or optional prepaymentotherwise; (ii) the full and prompt payment of interest on the Term Loan Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, by acceleration interest amount or otherwise in accordance with other amount due under 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, not paid when due); (iii) any the full and prompt payment of an amount equal to each and all of the payments and other obligationssums when and as the same shall become due, indebtedness or liabilities now or hereafter incurred required to be paid by the Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision Borrower under the terms of this Agreement, Agreement and under each of the Security other Transaction Documents or the Notes to which it is a party 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 Borrower of the obligations, covenants and agreements required to be performed or and observed by the Company Borrower under the terms of this AgreementAgreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the Security “Guarantee Obligations”). The Guarantor hereby irrevocably and unconditionally agrees that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Term Loan Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Guarantor shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Term Loan Notes, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Guarantor further agrees that the Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Notes. Notwithstanding Lenders to (i) any provision Collateral, (ii) the Agent’s and Lenders’ right against any other Person, or (iii) any other right or remedy available to the contrary contained herein Agent and the Lenders by contract, applicable law or in any Noteotherwise. The Guarantee Obligations are direct, unconditional and completely independent of the obligations of each any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Guarantor hereunder without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Guarantor shall be limited to an aggregate amount equal pay to the greatest amount that would not render its obligations hereunder subject to avoidance Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under Section 548 any or all of the Bankruptcy Code or any comparable provisions of any applicable state lawTransaction Documents.
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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 The Guarantor hereby jointly guarantees to GMAC-CMS and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
the Other Beneficiaries (a) the full and prompt payment in Dollars in timely purchase or replacement of any Mortgage Loans which the manner specified in this Seller is obligated to repurchase or replace pursuant to Section 6 of the Purchase 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 fails to do so in accordance with this Agreement and the Notestherewith, (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 due and prompt punctual payment, observance and performance and observance by the Company of each any and all of the covenants obligations of the Seller, pursuant to Section 9 of the Purchase Agreement, if the Seller fails to pay or perform as required thereunder, and agreements (c) the timely payment of costs, expenses (including, without limitation, expenses of enforcement pursuant to Section 6(d) of the Purchase Agreement), if the Seller fails to pay as required to be performed or observed by the Company under the terms of this AgreementPurchase Agreement (the "Obligations"), the Security Documents and the Notes. Notwithstanding each Obligation as subject to any provision extensions or waivers agreed to in writing by GMAC-CMS or, to the contrary contained extent appropriate, any of the Other Beneficiaries; provided that, notwithstanding anything herein to the contrary, in no event shall the Guarantor guaranty or otherwise be responsible for any Obligation to the extent (but only to the extent) that it has been amended, rescinded, waived, modified or in any Noteway altered, unless and until such amendment, rescission, waiver or alteration has been consented to in writing by the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal after notice to the greatest amount Guarantor by the Seller. It is herein acknowledged that would not render its obligations hereunder subject to avoidance no Obligation under Section 548 of the Bankruptcy Code Purchase Agreement may be amended, rescinded, waived, modified or in any comparable provisions of any applicable state lawway altered except by writing signed by GMAC-CMS and the Seller.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Obligations Guaranteed. In The Company, in ------------------------ ---------------------- consideration of each Holder the execution and delivery of a Note entering into and performing their respective obligations under or in connection with this Agreement, each Guarantor hereby jointly unconditionally and severally irrevocably guarantees to you (together with your successors and indemnifiesassigns, irrevocablyhereinafter referred to as the "Purchaser"), absolutely and unconditionally:
(a) to the full holders from time to time of the Notes, the due and prompt punctual payment in Dollars in the manner specified in this Agreement and the Notes of (i) the principal of, the Make-Whole Amountpremium, if anyany (including the Yield-Maintenance Premium), and interest on the Notes (including overdue interestpost-petition interest in the event of a bankruptcy or similar proceeding) on each of when and as the Notes, as and when same shall become due and payable, whether at maturitythe maturity thereof, by mandatory or optional prepaymentacceleration, by acceleration notice of prepayment or otherwise in accordance with otherwise, according to the terms thereof and of this Agreement Agreement, and the Notes, (ii) due and punctual payment of any other amounts owing to the Purchaser and to such holders under or in respect of the Notes and all other obligationspayment obligations of the ESOP hereunder (including, indebtedness or liabilities (including fees and out of pocket expenses) now or hereafter due and without limitation, amounts payable by the Company ESOP pursuant to paragraph 7), whether absolute or contingent, liquidated of unliquidated. In the absence of the due observance and performance by the ESOP of any Holder of a Note under its other obligations, undertakings and conditions contained in this Agreement, the Security Documents or Company shall use its best efforts, to the Notesextent practicable, including to provide reasonably equivalent performance intended to achieve comparable results. If the ESOP shall not punctually pay any such principal, premium (including, without limitation, liability for breach Yield-Maintenance Premium), interest or other amounts (regardless of covenant or warranty, arising pursuant to or with respect to this Agreementwhether the holders of the Notes have recourse against the ESOP), the Security Documents Company shall make such payment forthwith thereafter. If the Purchaser or any of the Notes, all in Dollars, (iii) any and all other obligations, indebtedness or liabilities now or hereafter incurred by the Company to any Holder holders 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 shall have the enforcement of this Section 22, including without limitation fees, costs and expenses incurred in right to declare 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 Notes due and agreements required to be performed payable (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 such right shall be limited to an aggregate amount equal by operation of the last sentence of paragraph 9A or otherwise), and acceleration of the payment of such Notes is stayed, enjoined or otherwise prevented for any reason, including, without limitation, because of any bankruptcy proceeding or the provisions of Treasury Regulation section 54.4975-7 or 54.4975-11, the Company, upon demand therefor, shall pay to the greatest amount that Purchaser and each holder of Notes the sums which would not render its obligations hereunder subject have been due to avoidance the Purchaser and such holders under Section 548 of the Bankruptcy Code or any comparable provisions of any this Agreement if such acceleration had occurred, all as permitted by applicable state law.
Appears in 1 contract
Samples: Note Purchase Agreement (Armstrong World Industries Inc)
Obligations Guaranteed. In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreement(a) The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Agent and indemnifies, irrevocably, absolutely and unconditionally:
the Lenders (ai) the full and prompt payment in Dollars in of the manner specified in this Agreement principal of the Revolving Loan Notes and the Notes of (i) indebtedness represented thereby and the principal of, L/C Obligations when and as the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Notes, as and when same shall become due and payable, whether at maturitythe stated maturity thereof, by mandatory acceleration, or optional prepaymentotherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, by acceleration interest amount or otherwise in accordance with other amount due under 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, not paid when due); (iii) any the full and prompt payment of an amount equal to each and all of the payments and other obligationssums when and as the same shall become due, indebtedness or liabilities now or hereafter incurred required to be paid by the Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision Borrower under the terms of this Agreement, Agreement and under each of the Security other Transaction Documents or the Notes to which it is a party 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 Borrower of the obligations, covenants and agreements required to be performed or and observed by the Company Borrower under the terms of this AgreementAgreement and under each of the other Transaction Documents to which the Borrower is a party (items (i) through (iv), the Security “Subsidiary Guarantee Obligations”). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which the Borrower is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of Canada. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Notes. Notwithstanding Lenders to (i) any provision Collateral, (ii) the Agent’s and Lenders’ right against any other Person, or (iii) any other right or remedy available to the contrary contained herein Agent and the Lenders by contract, applicable law or in any Noteotherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of each Guarantor hereunder shall any other Person or entity, and a separate cause of action or separate causes of action may be limited to an aggregate amount equal to brought and prosecuted against the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Bankruptcy Code or any comparable provisions of any applicable state lawAgent and the Lenders.
Appears in 1 contract
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 FNB hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
unconditionally guarantees to the Holders and X.X. Xxxxxx Trust Company, National Association, as Trustee (the "Trustee") under the Indenture dated as of January ____, 2005 by and among the Company, FNB as Guarantor and the Trustee (the "Indenture"): (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 all of the NotesSecurities and of the interest thereon at the rate therein stipulated and all other amounts owing to the Holders by the Company, when and as and when the same shall become due and payable, whether at maturityby lapse of time, by mandatory upon redemption or optional prepayment, by extension or by acceleration or otherwise in accordance with this Agreement declaration, or otherwise, 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 and Regency Consumer Financial Services Inc., the Company's general partner (the "General Partner"), of each and all of the covenants and agreements required to be performed or observed by the Company each of them under the terms of this Agreement, the Security Documents Securities and the NotesIndenture, in each and every case irrespective of the validity, regularity or enforcement of any of the Securities or the Indenture or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clauses being referred to herein as the "Guaranteed Obligations"). Notwithstanding any provision The guaranty of the Securities herein provided for is a guaranty of the immediate and timely payment of the principal, interest and all other amounts owing to the contrary contained herein or in any Note, Holders under the obligations of each Guarantor hereunder Securities when and as the same are due and payable and shall not be limited deemed to an aggregate amount equal to the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 be a guaranty only of the Bankruptcy Code or any comparable provisions collectibility of any applicable state lawsuch payments and that in consequence thereof each Holder may xxx FNB directly upon such principal, interest and other amounts becoming so due and payable. All terms used in this Guaranty which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Appears in 1 contract
