Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. (a) The Guarantors hereby irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely payment when due of all Rent and other payments due to Landlord under the Lease. Such other payments shall include, without limitation, (i) the cost of discharging of record any mechanic's, materialman's or other liens, charges or orders for the payment of money filed against the Building or the Leased Premises because of any act or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenant, and (ii) Landlord's unamortized costs of (x) any brokerage commissions actually paid by Landlord in connection with the Lease and (y) the free rent period granted to Tenant under the Lease. (b) Without limiting the Guarantors' obligations pursuant to paragraph (a) of this Section 2.1, the Guarantors further irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance of the following obligations under the Lease (the "Guaranteed Obligations"): (i) Tenant's obligation to vacate the Leased Premises upon the expiration or earlier termination of the term of the Lease; and (ii) Tenant's obligation, upon Tenant's vacating of the Leased Premises, to remove Tenant's property therefrom and to surrender the Leased Premises to Landlord in the condition specified in Article 19 and Section 6.04

Obligations Guaranteed. (a) The Guarantors hereby irrevocablyGuarantor, absolutely irrevocably and unconditionally, jointly guarantees (A) the timely and severally, guarantee full payment by Tenant to Landlord the full and timely payment when due of all Rent and other payments due to Landlord under the Lease. Such other payments shall include, without limitation, (i) all Fixed Base Rent due and payable under the cost of discharging of record any mechanic's, materialman's or other liens, charges or orders for the payment of money filed against the Building or the Leased Premises because of any act or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenant, Lease and (ii) Landlord's unamortized costs any unpaid Participating Rent and/or Additional Charges that from time to time shall become due and payable under the Lease as a result of actual financial results and/or operation of the Resort (xi.e., not including Participating Rent with respect to future results or Resort operation unless and until such Participating Rent has been earned under the Lease) (together, the “Payment Guaranteed Obligations”), and (B) the performance of all obligations and full collection of any brokerage commissions actually paid amounts due Landlord from Tenant arising from any breach by Landlord in connection Tenant of any of its obligations under the Lease other than with respect to the timely and full payment of Fixed Base Rent and Participating Rent (the “Collection Guaranteed Obligations” and, collectively with the Payment Guaranteed Obligations, the “Guaranteed Obligations”). Notwithstanding anything to the contrary in any of the Lease and (yDocuments, Landlord shall not be deemed to have waived any right which the Landlord may have under Section 506(a), 506(b), 1111(b) or any other provisions of the free rent period granted Bankruptcy Code to Tenant file a claim against Tenant’s bankruptcy estate for the full amount of Rent due and/or payable under the Lease. (b) Without limiting the Guarantors' obligations pursuant to paragraph (a) of this Section 2.1, the Guarantors further irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance of the following obligations under the Lease (the "Guaranteed Obligations"): (i) Tenant's obligation to vacate the Leased Premises upon the expiration or earlier termination of the term of the Lease; and (ii) Tenant's obligation, upon Tenant's vacating of the Leased Premises, to remove Tenant's property therefrom and to surrender the Leased Premises to Landlord in the condition specified in Article 19 and Section 6.04

Obligations Guaranteed. (a) The Guarantors hereby irrevocably, absolutely and unconditionallySubsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to Landlord each of the full Agent and timely payment when due of all Rent and other payments due to Landlord under the Lease. Such other payments shall include, without limitation, Counterparties (i) the cost of discharging of record any mechanic's, materialman's or other liens, charges or orders for the full and prompt payment of money filed against an amount equal to each and all of the Building or payments and other sums when and as the Leased Premises because same shall become due, required to be paid by the Borrower under each of any act or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenant, the Swap Agreements and (ii) Landlord's unamortized costs the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under each of the Swap Agreements (xitems (i) any brokerage commissions actually paid by Landlord in connection with the Lease and (yii), 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) the free rent period granted to Tenant due under the LeaseSwap 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) Without limiting All payments by the Guarantors' obligations pursuant to paragraph (a) of this Section 2.1, Subsidiary Guarantors shall be paid in the Guarantors further irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance lawful currency of the following obligations under the Lease (the "Guaranteed Obligations"): United States of America. Each and every default (i) Tenant's obligation in the payment of any sum required to vacate be paid by the Leased Premises upon Borrower under the expiration or earlier termination terms of the term of the Lease; and Swap Agreements or (ii) Tenant's obligation, upon Tenant's vacating in the prompt performance and observance by the Borrower of all of the Leased Premisesobligations, covenants and agreements required to remove Tenantbe performed and observed by the 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 Counterparties to (i) any 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 property therefrom and Counterparties' right against any other Person, or (iii) any other right or remedy available to surrender the Leased Premises Agent and the Counterparties by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of 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 pay to Landlord in the condition specified in Article 19 Agent and Section 6.04the 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 any or all of the Transaction Agreements.

Obligations Guaranteed. (a) The Guarantors hereby irrevocably, absolutely and unconditionallyGuarantors, jointly and severally, hereby unconditionally guarantee to Landlord the full Indenture Trustee, on behalf of the Noteholders, and timely to the Purchaser the punctual payment and performance when due of all Rent and other payments due to Landlord (i) the obligations of the Issuer under the Lease. Such other payments shall includeIndenture and the Purchase Agreement (the "ISSUER OBLIGATIONS"); (ii) interest, if any, on such Issuer Obligations; and (iii) any and all costs and expenses incurred by the Indenture Trustee, the Directing Noteholder or the Purchaser in enforcing their rights under the Indenture or this Guaranty (including, without limitation, reasonable legal fees and the disbursements of counsel) (all such obligations, covenants, agreements and terms, together with the Issuer Obligations, are herein collectively called the "GUARANTEED OBLIGATIONS"). Notwithstanding the foregoing, the obligations of USV and USRP hereunder shall not exceed $225,000,000. The liability of the Guarantors under this Guaranty shall be joint and several, absolute and unconditional irrespective of (i) the cost unenforceability or invalidity of discharging any Guaranteed Obligation, (ii) any change of record the time, manner or place of payment, or any mechanic'sother term, materialman's of any Guaranteed Obligation, (iii) any law, regulation or other liensorder of any jurisdiction affecting any term of any Guaranteed Obligation, charges or orders for the payment of money filed against the Building or the Leased Premises because rights of any act the Indenture Trustee, the Noteholders, the Directing Noteholder or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenantthe Purchaser with respect thereto, and (ii) Landlord's unamortized costs of (xiv) any brokerage commissions actually other circumstance which might otherwise constitute a defense (other than payment or performance) available to, or a discharge of, a surety or guarantor. The Guarantors waive promptness, presentment, protest, diligence, and notices with respect to any Guaranteed Obligation and this Guaranty and any requirement that the Indenture Trustee, the Directing Noteholder or the Purchaser exhaust any right or take any action against the Issuer or with respect to the Collateral. USV AND USRP AGREE TO SUBMIT TO THE JURISDICTION OF FEDERAL AND STATE COURTS OF NEW YORK AND AGREE TO APPOINT CT CORPORATION SYSTEMS, 1633 XXXXXXXX, XXX XXXX, XXX XXXX 00000, XX THEIR AGENT FOR SERVICE OF PROCESS IN NEW YORK. This Guaranty shall remain in full force and effect until all of the Guaranteed Obligations have been paid in full, and any notice or expiration of this Guaranty shall not release the Guarantors from any liability as to any Guaranteed Obligation existing, created, contracted, assumed or incurred prior to or at the time of receipt of such notice or expiration. The undertakings of the Guarantors hereunder shall continue to be effective or be reinstated, as the case may be, if at any time any payment or other performance of any Guaranteed Obligation is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made or such performance had not occurred. Each of the Guarantors hereby agrees not to exercise any rights which it may acquire by Landlord way of subrogation against the Issuer or the Collateral under or in connection with its undertakings hereunder, by any payment made hereunder or otherwise, until all the Lease Guaranteed Obligations shall have been paid and (y) performed in full. If any amount shall be paid to the free rent period granted to Tenant under the Lease. (b) Without limiting the Guarantors' obligations pursuant to paragraph (a) undersigned on account of this Section 2.1, the Guarantors further irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance such subrogation rights at any time when all of the following obligations under Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the Lease (benefit of the "Indenture Trustee and shall forthwith be paid to the Indenture Trustee to be credited and applied to the Guaranteed Obligations"): (i) Tenant's obligation to vacate , whether matured or unmatured, in accordance with the Leased Premises upon the expiration or earlier termination terms of the term of the Lease; and (ii) Tenant's obligation, upon Tenant's vacating of the Leased Premises, to remove Tenant's property therefrom and to surrender the Leased Premises to Landlord in the condition specified in Article 19 and Section 6.04Indenture.

Obligations Guaranteed. (aA) The Guarantors Guarantor hereby irrevocablyunconditionally guarantees to Lender the obligations or liabilities of Borrower to Lender for any loss, absolutely damage (excluding consequential damages), cost, expense, liability, claim or other obligation incurred by Lender (including reasonable attorneys’ fees and unconditionallycosts reasonably incurred), jointly as well as the payment of all Enforcement Costs (as hereafter defined) arising out of or in connection with the following: (i) fraud or material misrepresentation by or on behalf of Borrower, its agents or representatives, or any Guarantor in connection with the Loan; (ii) intentionally omitted; (iii) the breach of any representation, warranty, covenant or indemnification provision in the Mortgage concerning environmental laws, hazardous substances and severallyasbestos and any indemnification of Lender with respect thereto in either document; (iv) intentionally omitted; (v) the misapplication or conversion by Borrower of (A) any insurance proceeds paid by reason of any loss, guarantee damage or destruction to Landlord all or any part of the Mortgaged Property, (B) any Awards or other amounts received in connection with the Condemnation of all or any part of the Property, or (C) any Rents following an Event of Default; (vi) Section 1.25 of the Mortgage is violated with respect to the requirements for Mortgagor to obtain (x) approval of the Mezzanine Lender (as defined in the Mortgage) if certain financial criteria are not met or (y) Lender’s approval of the mezzanine loan documents, which, pursuant to the Mortgage, shall not be unreasonably withheld, delayed or conditioned by Lender; (vii) any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or any conveyance of the Property by deed-in-lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof. (B) Guarantor hereby unconditionally guarantees to Lender the payment of the full and timely payment when due amount of all Rent and other payments due to Landlord under the Lease. Such other payments shall includeDebt, including, without limitation, (i) all outstanding principal due in respect of the cost Loan, all accrued interest thereon, and all other amounts, obligations or liabilities of discharging Borrower to Lender in respect of record any mechanic'sthe Loan under the Loan Agreement, materialman's or the Mortgage and the other liensLoan Documents, charges or orders for as well as the payment of money filed against all Enforcement Costs, upon the Building or the Leased Premises because occurrence of any act or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenant, and (ii) Landlord's unamortized costs of (x) any brokerage commissions actually paid by Landlord in connection with the Lease and (y) the free rent period granted to Tenant under the Lease. (b) Without limiting the Guarantors' obligations pursuant to paragraph (a) of this Section 2.1, the Guarantors further irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance of the following obligations under the Lease (the "Guaranteed Obligations"):events: (i) Tenant's obligation to vacate the Leased Premises upon the expiration or earlier termination of the term of the Lease; andIntentionally omitted; (ii) Tenant's obligationIf Borrower shall (A) voluntarily commence a case under any applicable bankruptcy, upon Tenant's vacating insolvency, creditors rights or other similar law now or hereafter in effect (collectively, the “Insolvency Laws”), (B) voluntarily make any assignment for the benefit of creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law and any such case or proceeding shall have been facilitated, coordinated and/or directed by Borrower, any Affiliate or principal of Borrower or any Guarantor and/or in any such involuntary case or proceeding involving Borrower, Borrower shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower or of any substantial part of Borrower’s property; (iii) If Guarantor shall (A) voluntarily commence a case under any applicable Insolvency Laws, (B) voluntarily make any assignment for the benefit of creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law if such case or proceeding shall have been facilitated, coordinated and/or directed by any Guarantor, any Affiliate or principal of any Guarantor or Borrower and/or in any such involuntary case or proceeding involving Guarantor, Guarantor shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of such Guarantor or of any substantial part of such Guarantor’s property; or (iv) If Guarantor (or any Person comprising Guarantor), or Borrower, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with this Guaranty, the Note, the Mortgage or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense of Borrower against Lender or any right in connection with any security for the Loan which the court in any such action or proceeding, determines that Borrower’s defense is without merit, or such request for judicial intervention or injunctive or other equitable relief is denied. (C) For purposes hereof, “Enforcement Costs” shall mean any and all actual and reasonable expenses that may be paid or incurred by the Lender in the collection of all or any portion of the Leased PremisesGuarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, to remove Tenant's property therefrom powers, privileges, remedies and to surrender interests of the Leased Premises to Landlord Lender under the Loan Documents or hereunder, including, without limitation, reasonable attorneys’ fees, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations. As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the condition specified in Article 19 and Section 6.04foregoing.

Obligations Guaranteed. (a) The Guarantors 1.1 Guarantor hereby irrevocably, absolutely and unconditionallyunconditionally guarantees to Buyer and to Buyer's successors and assigns the payment and performance by Seller of Seller's post-closing obligations under the Purchase Agreement (collectively, jointly "OBLIGATIONS") as and severally, guarantee to Landlord the full and timely payment when due of all Rent and other payments due to Landlord under the Lease. Such other payments shall includeincluding, without limitation, the following: (a) Any liability arising from any breach of the representations and warranties of Seller under the Purchase Agreement ("REPRESENTATIONS"); and (b) All other obligations owed by Seller under the Purchase Agreement to Buyer that require payment or other performance by Seller after the date of Closing. 1.2 This Guaranty is a continuing and absolute guaranty of the Obligations and shall terminate on the earlier of (a) satisfaction or expiration of the Obligations or (b) that date which is eighteen (18) months after Guarantor vacates the Property in accordance with the Lease, provided that, (i) this Guaranty shall not terminate with respect to the cost Obligations on such date if Buyer has made a written demand on Guarantor under this Guaranty on or before such date with respect to the matters that are the subject of discharging of record any mechanic's, materialman's or other liens, charges or orders for the payment of money filed against the Building or the Leased Premises because of any act or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenantsuch demand, and (ii) Landlord's unamortized costs of (x) in the event that any brokerage commissions actually paid payment or other consideration by Landlord Seller to Buyer is rescinded or Buyer is compelled to return any amount or other consideration received in connection with any Obligation, in connection with a bankruptcy of Seller or otherwise, this Guaranty shall automatically be reinstated with respect to the Lease and amount or other consideration rescinded or returned by Buyer notwithstanding the expiration of the eighteen (y18) month term hereof or Buyer's failure to make a claim within such time period. Provided further, this Guaranty shall not terminate with respect to any environmental or indemnification provisions intended to survive the free rent period granted to Tenant closing under the LeasePurchase Agreement for the period such Obligations survive such closing, as expressly set forth in the Purchase Agreement. 1.3 Guarantor's aggregate liability with respect to the Representations (bbut exclusive of any other Obligations and any liability of Guarantor under Section 7 below) Without limiting shall in no event exceed the Guarantors' obligations pursuant to paragraph (a) of this Section 2.1, the Guarantors further irrevocably, absolutely and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance of the following obligations Purchase Price paid by Buyer under the Lease (the "Guaranteed Obligations"): (i) Tenant's obligation to vacate the Leased Premises upon the expiration or earlier termination of the term of the Lease; and (ii) Tenant's obligation, upon Tenant's vacating of the Leased Premises, to remove Tenant's property therefrom and to surrender the Leased Premises to Landlord in the condition specified in Article 19 and Section 6.04Purchase Agreement.

Obligations Guaranteed. (a) The Guarantors hereby irrevocably, absolutely and unconditionallySubsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to Landlord each of the full Agent and timely payment when due of all Rent and other payments due to Landlord under the Lease. Such other payments shall include, without limitation, Lenders (i) the cost of discharging of record any mechanic's, materialman's or other liens, charges or orders for the full and prompt payment of money filed against the Building principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, or the Leased Premises because of any act or omission (or alleged act or omission) of Tenant or any contractor, subcontractor, employee or agent of Tenant, and otherwise; (ii) Landlord's unamortized costs 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 (xincluding interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) any brokerage commissions actually the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by Landlord in connection with the Lease Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (yiv) the free rent period granted full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to Tenant be performed and observed by the Borrower under the Leaseterms of this Agreement and under each of the other Transaction Documents to which the Borrower is a party (items (i) through (iv), 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 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) Without limiting All payments by the Guarantors' obligations pursuant to paragraph (a) Subsidiary Guarantors shall be paid in the lawful currency of this Section 2.1, the Guarantors further irrevocably, absolutely Canada. Each and unconditionally, jointly and severally, guarantee to Landlord the full and timely performance of the following obligations under the Lease (the "Guaranteed Obligations"): every default (i) Tenant's obligation to vacate in the Leased Premises upon the expiration or earlier termination payment of the term of principal of, premium, if any, interest on or other amounts due under the Lease; and Revolving Loan Notes or L/C Obligations, (ii) Tenant's obligationin the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, upon Tenant's vacating or (iii) in the prompt performance and observance by the Borrower of all of the Leased Premisesobligations, covenants and agreements required to remove Tenant's property therefrom be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to surrender 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 Leased Premises Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to Landlord in require that any resort be had by the condition specified in Article 19 Agent and Section 6.04the Lenders to (i) any Collateral, (ii) the Agent’s and Lenders’ right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of 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.