Common use of THE GUARANTEED DEBT Clause in Contracts

THE GUARANTEED DEBT. (a) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the Loans, including the Notes and any other note that may be issued from time to time to evidence the Loans and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all Indebtedness, obligations, liabilities or indemnities of any Obligor owing to Lender under the Loan Agreement or any other Loan Document; (iii) all other sums payable under the other Loan Documents, whether for principal, interest, fees or otherwise; and (iv) any and all other indebtedness, obligations or liabilities which may at any time be owed to Lender, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents. Without limiting the generality of the foregoing, the Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of the Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower. (b) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrowers to Lender under, by reason of, or pursuant to any of the Loan Documents. (c) If the Borrowers shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantor will 1094129v2 forthwith, upon demand by Lender, pay such Obligation in full to Lender. If the Borrowers shall for any reason fail to perform promptly any Obligation, the Guarantor will forthwith, upon demand by Lender, cause such Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Lender or such other Person as Lender shall designate. (d) If either Borrower or the Guarantor fails to pay or perform any Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantor will incur the additional obligation to pay to Lender, and the Guarantor will forthwith upon demand by Lender pay to Lender, the amount of any and all expenses, including reasonable fees and disbursements of Lender's counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between the Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of the Guarantor. (f) Notwithstanding anything to the contrary set forth in this Guaranty, it is the intent of the parties hereto that the liability incurred by Guarantor in respect of the Obligations of the Borrowers and other Obligators (and any Lien granted by Guarantor to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, Guarantor and Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by Guarantor in respect of the Obligations of any Borrower or other Obligor (or any Liens granted by Guarantor to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordingly.

THE GUARANTEED DEBT. (a) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the Loans, including the Notes and any other note that may be issued from time to time to evidence the Loans and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all Indebtedness, obligations, liabilities or indemnities of any Obligor owing to Lender under the Loan Agreement or any other Loan Document; (iii) all other sums payable under the other Loan Documents, whether for principal, interest, fees or otherwise; and (iv) any and all other indebtedness, obligations or liabilities ▇▇▇▇▇▇▇▇▇ which may at any time be owed to Lender, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents. Without limiting the generality of the foregoing, the Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of the Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower. (b) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrowers to Lender under, by reason of, or pursuant to any of the Loan Documents. (c) If the Borrowers shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantor will 1094129v2 forthwith, upon demand by Lender, pay such Obligation in full to Lender. If the Borrowers shall for any reason fail to perform promptly any Obligation, the Guarantor will forthwith, upon demand by Lender, cause such Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Lender or such other Person as Lender shall designate. (d) If either Borrower or the Guarantor fails to pay or perform any Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantor will incur the additional obligation to pay to Lender, and the Guarantor will forthwith upon demand by Lender pay to Lender, the amount of any and all expenses, including reasonable fees and disbursements of Lender's counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between the Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of the Guarantor. (f) Notwithstanding anything to the contrary set forth in this Guaranty, it is the intent of the parties hereto that the liability incurred by Guarantor in respect of the Obligations of the Borrowers and other Obligators (and any Lien granted by Guarantor to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, Guarantor and Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by Guarantor ▇▇▇▇▇▇▇▇▇ in respect of the Obligations of any Borrower or other Obligor (or any Liens granted by Guarantor to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordingly.

THE GUARANTEED DEBT. (a) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Administrative Agent and each Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the LoansLoan, including the Notes and any other note that may be issued from time to time to evidence the Loans Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all Indebtedness, obligations, liabilities or indemnities of any Obligor owing to Administrative Agent or any Lender under the Loan Agreement or any other Loan Document; (iii) all other sums payable under the other Loan Documents, whether for principal, interest, fees or otherwise; and (iv) any and all other indebtedness, obligations or liabilities which may at any time be owed to the Administrative Agent or any Lender, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents. Without limiting the generality of the foregoing, the Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of the Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower. (b) The Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Administrative Agent and each Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrowers to Administrative Agent or such Lender under, by reason of, or pursuant to any of the Loan Documents. (c) If the Borrowers shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantor will 1094129v2 forthwith, upon demand by LenderAdministrative Agent, pay such Obligation in full to Lenderthe Administrative Agent for the benefit of Lender Parties. If the Borrowers shall for any reason fail to perform promptly any Obligation, the Guarantor will forthwith, upon demand by LenderAdministrative Agent, cause such Obligation to be performed or, if specified by LenderAdministrative Agent, provide sufficient funds, in such amount and manner as Lender Administrative Agent shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Lender Administrative Agent or such other Person as Lender Administrative Agent shall designate. (d) If either Borrower or the Guarantor fails to pay or perform any Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantor will incur the additional obligation to pay to Lenderthe Administrative Agent, and the Guarantor will forthwith upon demand by Lender the Administrative Agent pay to Lenderthe Administrative Agent, the amount of any and all expenses, including reasonable fees and disbursements of LenderAdministrative Agent's counsel and of any experts or agents retained by Lenderthe Administrative Agent, which Lender the Administrative Agent may incur as a result of such failure. (e) As between the Guarantor Guarantor, Administrative Agent and LenderLenders, this Guaranty shall be considered a primary and liquidated liability of the Guarantor. (f) Notwithstanding anything to the contrary set forth in this Guaranty, it is the intent of the parties hereto that the liability incurred by Guarantor in respect of the Obligations of the Borrowers and other Obligators (and any Lien granted by Guarantor to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, Guarantor and Lender Administrative Agent hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by Guarantor in respect of the Obligations of any Borrower or other Obligor (or any Liens granted by Guarantor to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordingly.

THE GUARANTEED DEBT. (a) The Guarantor Subject to Section 2(f) below, the Guarantors hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantees guarantee to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the LoansLoan, including the Notes Note and any other note that may be issued from time to time to evidence the Loans Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all Indebtedness, obligations, obligations or liabilities or indemnities of any Obligor owing to Lender under the Loan Agreement or any other Loan DocumentObligor; (iii) all other sums payable under the other Loan Documents, whether for principal, interest, fees or otherwise; and (iv) any and all other indebtedness, obligations or liabilities which may at any time be owed to Lender, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents. Without limiting the generality of the foregoing, the Guarantor's Guarantors’ liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of the Borrowers Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower. (bi) The Guarantor Subject to Section 2(f) below, the Guarantors hereby jointly and severally irrevocably, absolutely, and unconditionally guarantees guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrowers Borrower to Lender under, by reason of, or pursuant to any of the Loan Documents. (ii) Manchester and NCOC hereby irrevocably, absolutely and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of NCAC to Borrower and Lender in its capacity as Seller under the Sale and Servicing Agreement. (iii) NCAC and NCOC hereby irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of Manchester to Borrower and Lender in its capacity as Servicer under the Sale and Servicing Agreement. (c) If the Borrowers party liable therefor shall for any reason fail to pay any Guaranteed Obligation, as and when such Guaranteed Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantor Guarantors will 1094129v2 forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the Borrowers party responsible therefor shall for any reason fail to perform promptly any Guaranteed Obligation, the Guarantor Guarantors will forthwith, upon demand by Lender, cause such Guaranteed Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Guaranteed Obligation by Lender or such other Person as Lender shall designate. (d) If either Borrower the party responsible therefor or the Guarantor fails Guarantors fail to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantor Guarantors will incur the additional obligation to pay to Lender, and the Guarantor Guarantors will forthwith upon demand by Lender pay to Lender, the amount of any and all expenses, including reasonable fees and disbursements of Lender's ’s counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between the each Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of the such Guarantor. (f) Notwithstanding anything to the contrary set forth in any other provision of this Guaranty, it is the intent aggregate liability of the parties hereto that the liability incurred by Guarantor in Guarantors to Lender hereunder with respect of the to any Guaranteed Obligations of the Borrowers Borrower to Lender under the Loan Documents shall not exceed ten percent (10%) of the amount of the Indebtedness from time to time. For the avoidance of doubt, the limitation in the previous sentence shall not limit the liability of the Guarantors hereunder with respect to the Guaranteed Obligations of NCAC as Seller to Borrower or Lender under the Sale and other Obligators Servicing Agreement or the Guaranteed Obligations of Manchester as Servicer to Borrower or Lender under the Sale and Servicing Agreement, as provided in Section 2(b)(ii) and (and any Lien granted by Guarantor to secure such Obligationsiii), not constitute a fraudulent conveyance under Section 548 above. (g) The liability of the United States Bankruptcy Code or a Guarantors hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to the Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, Guarantor and Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by Guarantor in respect of the Obligations of any Borrower or other Obligor (or any Liens granted by Guarantor to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyancetransfer, and this Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordinglynot for any greater amount.

THE GUARANTEED DEBT. (a) The Guarantor Subject to Section 2(f) below, the Guarantors hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantees guarantee to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the LoansLoan, including the Notes Note and any other note that may be issued from time to time to evidence the Loans Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all Indebtedness, obligations, obligations or liabilities or indemnities of any Obligor owing to Lender under the Loan Agreement or any other Loan DocumentObligor; (iii) all other sums payable under the other Loan Documents, whether for principal, interest, fees or otherwise; and (iv) any and all other indebtedness, obligations or liabilities which may at any time be owed to Lender, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents. Without limiting the generality of the foregoing, the Guarantor's Guarantors’ liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of the Borrowers Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving a Borrower. (bi) The Guarantor Subject to Section 2(f) below, the Guarantors hereby jointly and severally irrevocably, absolutely, and unconditionally guarantees guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrowers Borrower to Lender under, by reason of, or pursuant to any of the Loan Documents. (ii) Manchester and MIO hereby irrevocably, absolutely and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of MIA to Borrower and Lender in its capacity as Seller under the Sale and Servicing Agreement. (iii) MIA and MIO hereby irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all obligations and undertakings of Manchester to Borrower and Lender in its capacity as Servicer under the Sale and Servicing Agreement. (c) If the Borrowers party liable therefor shall for any reason fail to pay any Guaranteed Obligation, as and when such Guaranteed Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, the Guarantor Guarantors will 1094129v2 forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the Borrowers party responsible therefor shall for any reason fail to perform promptly any Guaranteed Obligation, the Guarantor Guarantors will forthwith, upon demand by Lender, cause such Guaranteed Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Guaranteed Obligation by Lender or such other Person as Lender shall designate. (d) If either Borrower the party responsible therefor or the Guarantor fails Guarantors fail to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantor Guarantors will incur the additional obligation to pay to Lender, and the Guarantor Guarantors will forthwith upon demand by Lender pay to Lender, the amount of any and all expenses, including reasonable fees and disbursements of Lender's ’s counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between the each Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of the such Guarantor. (f) Notwithstanding anything to the contrary set forth in any other provision of this Guaranty, it is the intent aggregate liability of the parties hereto that the liability incurred by Guarantor in Guarantors to Lender hereunder with respect of the to any Guaranteed Obligations of the Borrowers Borrower to Lender under the Loan Documents shall not exceed ten percent (10%) of the amount of the Indebtedness from time to time. For the avoidance of doubt, the limitation in the previous sentence shall not limit the liability of the Guarantors hereunder with respect to the Guaranteed Obligations of MIA as Seller to Borrower or Lender under the Sale and other Obligators Servicing Agreement or the Guaranteed Obligations of Manchester as Servicer to Borrower or Lender under the Sale and Servicing Agreement, as provided in Section 2(b)(ii) and (and any Lien granted by Guarantor to secure such Obligationsiii), not constitute a fraudulent conveyance under Section 548 above. (g) The liability of the United States Bankruptcy Code or a Guarantors hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to the Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, Guarantor and Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by Guarantor in respect of the Obligations of any Borrower or other Obligor (or any Liens granted by Guarantor to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyancetransfer, and this Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordinglynot for any greater amount.