Common use of THE GUARANTEED DEBT Clause in Contracts

THE GUARANTEED DEBT. (a) Subject to Section 2(f) below, the Guarantors hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the Loan, including the Note and any other note that may be issued from time to time to evidence the Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all obligations or liabilities of any Loan Obligor; (iii) all other sums payable under the 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 Guarantors’ liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Borrower. (i) Subject to Section 2(f) below, the Guarantors hereby jointly and severally 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 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 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 Guarantors will forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the party responsible therefor shall for any reason fail to perform promptly any Guaranteed Obligation, the 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 the party responsible therefor or the Guarantors fail to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantors will incur the additional obligation to pay to Lender, and the 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 counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between each Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of such Guarantor. (f) Notwithstanding any other provision of this Guaranty, the aggregate liability of the Guarantors to Lender hereunder with respect to any Guaranteed Obligations of the 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 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 (iii), above. (g) The liability of the 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, and not for any greater amount.

THE GUARANTEED DEBT. (a) Subject to Section 2(f) below, the Guarantors The Guarantor hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee guarantees to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the LoanLoans, including the Note Notes and any other note that may be issued from time to time to evidence the Loan Loans and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all obligations Indebtedness, obligations, liabilities or liabilities indemnities of any Obligor owing to Lender under the Loan ObligorAgreement 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 0000000x0 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 Guarantors’ Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower the Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower 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. (ib) Subject to Section 2(f) below, the Guarantors The Guarantor hereby jointly and severally irrevocably, absolutely, and unconditionally guarantee 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 Borrower the Borrowers 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 party liable therefor Borrowers 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 Guarantors Guarantor will forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the party responsible therefor Borrowers shall for any reason fail to perform promptly any Guaranteed Obligation, the Guarantors Guarantor 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 the party responsible therefor Borrower or the Guarantors fail Guarantor fails to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantors Guarantor will incur the additional obligation to pay to Lender, and the Guarantors 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 's counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between each the Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of such the Guarantor. (f) Notwithstanding any other provision of anything to the contrary set forth in this Guaranty, it is the aggregate liability intent of the Guarantors to Lender hereunder with parties hereto that the liability incurred by Guarantor in respect to any Guaranteed of the Obligations of the Borrower Borrowers and other Obligators (and any Lien granted by Guarantor to Lender secure such Obligations), not constitute a fraudulent conveyance under the Loan Documents shall not exceed ten percent (10%) Section 548 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 United States Bankruptcy Code or Lender under the Sale and 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 (iii), above. (g) The liability of the 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 a fraudulent conveyance or fraudulent transfertransfer 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 0000000x0 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 not for any greater amountthis Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordingly.

THE GUARANTEED DEBT. (a) Subject to Section 2(f) below, the Guarantors The Guarantor hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee guarantees to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the LoanLoans, including the Note Notes and any other note that may be issued from time to time to evidence the Loan Loans and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all obligations Indebtedness, obligations, liabilities or liabilities indemnities of any Obligor owing to Lender under the Loan ObligorAgreement 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 Guarantors’ Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower the Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower 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. (ib) Subject to Section 2(f) below, the Guarantors The Guarantor hereby jointly and severally irrevocably, absolutely, and unconditionally guarantee 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 Borrower the Borrowers 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 party liable therefor Borrowers 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 Guarantors Guarantor will 1094129v2 forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the party responsible therefor Borrowers shall for any reason fail to perform promptly any Guaranteed Obligation, the Guarantors Guarantor 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 the party responsible therefor Borrower or the Guarantors fail Guarantor fails to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantors Guarantor will incur the additional obligation to pay to Lender, and the Guarantors 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 's counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between each the Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of such the Guarantor. (f) Notwithstanding any other provision of anything to the contrary set forth in this Guaranty, it is the aggregate liability intent of the Guarantors to Lender hereunder with parties hereto that the liability incurred by Guarantor in respect to any Guaranteed of the Obligations of the Borrower Borrowers and other Obligators (and any Lien granted by Guarantor to Lender secure such Obligations), not constitute a fraudulent conveyance under the Loan Documents shall not exceed ten percent (10%) Section 548 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 United States Bankruptcy Code or Lender under the Sale and 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 (iii), above. (g) The liability of the 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 a fraudulent conveyance or fraudulent transfertransfer 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 not for any greater amountthis Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordingly.

THE GUARANTEED DEBT. (a) Subject to Section 2(f) below, the Guarantors The Guarantor hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee 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 Loan, including the Note Notes and any other note that may be issued from time to time to evidence the Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all obligations Indebtedness, obligations, liabilities or liabilities indemnities of any Obligor owing to Administrative Agent or any Lender under the Loan ObligorAgreement 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 Guarantors’ Guarantor's liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower the Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower 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. (ib) Subject to Section 2(f) below, the Guarantors The Guarantor hereby jointly and severally irrevocably, absolutely, and unconditionally guarantee 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 Borrower the Borrowers to Administrative Agent or such 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 party liable therefor Borrowers 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 Guarantors Guarantor will forthwith, upon demand by LenderAdministrative Agent, pay such Guaranteed Obligation in full to Lenderthe Administrative Agent for the benefit of Lender Parties. If the party responsible therefor Borrowers shall for any reason fail to perform promptly any Guaranteed Obligation, the Guarantors Guarantor will forthwith, upon demand by LenderAdministrative Agent, cause such Guaranteed 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 Guaranteed Obligation by Lender Administrative Agent or such other Person as Lender Administrative Agent shall designate. (d) If either the party responsible therefor Borrower or the Guarantors fail Guarantor fails to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantors Guarantor will incur the additional obligation to pay to Lenderthe Administrative Agent, and the Guarantors 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 Lender’s Administrative 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 each Guarantor the Guarantor, Administrative Agent and LenderLenders, this Guaranty shall be considered a primary and liquidated liability of such the Guarantor. (f) Notwithstanding any other provision of anything to the contrary set forth in this Guaranty, it is the aggregate liability intent of the Guarantors to Lender hereunder with parties hereto that the liability incurred by Guarantor in respect to any Guaranteed of the Obligations of the Borrower Borrowers and other Obligators (and any Lien granted by Guarantor to Lender secure such Obligations), not constitute a fraudulent conveyance under the Loan Documents shall not exceed ten percent (10%) Section 548 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 United States Bankruptcy Code or Lender under the Sale and 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 (iii), above. (g) The liability of the 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 a fraudulent conveyance or fraudulent transfertransfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, Guarantor and 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 not for any greater amountthis Guaranty and the other Loan Documents shall automatically be deemed to have been amended accordingly.

THE GUARANTEED DEBT. (a) Subject to Section 2(f) below, the Guarantors hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee to Lender the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) the Loan, including the Note and any other note that may be issued from time to time to evidence the Loan and all principal thereof, all interest thereon and all other sums payable thereunder; (ii) all obligations or liabilities of any Loan Obligor; (iii) all other sums payable under the 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 Guarantors’ liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Borrower. (i) Subject to Section 2(f) below, the Guarantors hereby jointly and severally 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 Borrower to Lender under, by reason of, or pursuant to any of the Loan Documents. (ii) Manchester and MIO 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 MIA NCAC to Borrower and Lender in its capacity as Seller under the Sale and Servicing Agreement. (iii) MIA NCAC and MIO 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 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 Guarantors will forthwith, upon demand by Lender, pay such Guaranteed Obligation in full to Lender. If the party responsible therefor shall for any reason fail to perform promptly any Guaranteed Obligation, the 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 the party responsible therefor or the Guarantors fail to pay or perform any Guaranteed Obligation as described in the immediately preceding subsections (a), (b), or (c), the Guarantors will incur the additional obligation to pay to Lender, and the 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 counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between each Guarantor and Lender, this Guaranty shall be considered a primary and liquidated liability of such Guarantor. (f) Notwithstanding any other provision of this Guaranty, the aggregate liability of the Guarantors to Lender hereunder with respect to any Guaranteed Obligations of the 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 NCAC as Seller to Borrower or Lender under the Sale and 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 (iii), above. (g) The liability of the 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, and not for any greater amount.