Common use of The Guaranteed Obligations Clause in Contracts

The Guaranteed Obligations. The term “Guaranteed Obligations” means all obligations, indebtedness, and liabilities of Borrower to the Agents, the Issuing Bank and the Lenders, or any of them, arising pursuant to the Credit Agreement, the Intercreditor Agreement, the Pledge Agreement or any document executed and delivered in connection with the foregoing (collectively, the “Transaction Documents”), whether any of such obligations, indebtedness and liabilities are now existing or hereafter arising, whether are direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, (i) the obligation of Borrower to repay the Loans and Swingline Loans, interest on the Loans and Swingline Loans, the obligation of the Borrower to reimburse the Issuing Bank for all LC Disbursements and all fees, costs, and expenses (including attorneys’ fees and expenses) provided for in the Credit Agreement and (ii) all post-petition interest and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law. However, the Guaranteed Obligations shall be limited, with respect to each Guarantor, to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyances. This Guaranty Agreement is an absolute, present and continuing Guaranty Agreement of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Borrower, any collateral securing the Guaranteed Obligations or any other guarantor of the obligations guarantied hereby or upon any other action, occurrence or circumstance whatsoever. In the event that the Borrower shall fail so to pay any of such Guaranteed Obligations, the Guarantors jointly and severally agree to pay the same when due to the Administrative Agent, without demand, presentment, protest or notice of any kind. Each default in payment of principal of, premium, if any, or interest on any obligation guarantied hereby shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.

The Guaranteed Obligations. The term “Guarantors, each for itself and its successors and assigns, hereby irrevocably, unconditionally, absolutely, and jointly and severally, guarantee to Lender, and its successors, endorsees and assigns, and become sureties for the prompt payment, compliance and performance by Borrower of each of the following obligations of Borrower under the Loan Documents (the payment, compliance and performance obligations hereunder guaranteed by Guarantors are hereinafter collectively referred to as the "Guaranteed Obligations” means all obligations, indebtedness, and liabilities "): (a) The payment of Borrower the principal amount of the Note to the Agentsextent of Three Million Five Hundred Thousand Dollars ($3,500,000) ("Specified Principal Guaranty Amount"), which Specified Principal Guaranty Amount shall not be reduced by payments on account of the Issuing Bank Note through regularly scheduled payments of principal and/or interest, enforcement of remedies following an Event of Default or from any other source until and the Lenders, or any of them, arising pursuant then only to the Credit Agreement, the Intercreditor Agreement, the Pledge Agreement or any document executed and delivered in connection with the foregoing (collectively, the “Transaction Documents”), whether any of such obligations, indebtedness and liabilities are now existing or hereafter arising, whether are direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, extent that either (i) the obligation total principal balance of the Note is reduced to less than the Specified Principal Guaranty Amount or (ii) Guarantors pay to Lender the Specified Principal Guaranty Amount; (b) The payment of all Hedging Obligations; and (c) The payment of all damages and/or losses suffered or incurred by Lender in any way arising out of, resulting from or relating to any one or more of the following: (i) any fraud or willful misrepresentation committed by Borrower; (ii) any retention by Borrower of rental income, security deposits, or similar income of the Project after an Event of Default has occurred, to the extent of such retention (except to the extent applied to the payment of principal and interest then due under the Loan); (iii) any real property taxes or assessments accrued prior to Lender's acquisition of ownership of the Project following an Event of Default; (iv) removal and failure to replace any personal property securing the Loan, other than in the ordinary course of Borrower's business; (v) misapplication of insurance or condemnation proceeds relating to the Project; (vi) failure to maintain hazard or liability insurance relating to the Project in accordance with the Loan Documents; (vii) the presence of any Hazardous Substances (as that term is defined in the Environmental Agreement) which may affect the Project or any misrepresentation or breach of any covenants or indemnities by Borrower set forth in any of the Loan Documents with respect to Hazardous Substances, including without limitation those set forth in the Environmental Agreement; (viii) any transfer of the Project or any portion thereof without prior written consent of Lender; (ix) any indebtedness secured by a mortgage covering the Project other than the Loan; (x) the commencement of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, liquidation or receivership proceedings instituted by or against Borrower or either Guarantor unless such proceedings are withdrawn, dismissed or discharged within sixty (60) days; (xi) any defense, counterclaim or other effort by or on behalf of Borrower to repay contest, defend or delay mortgage foreclosure proceedings or acquisition of a deed in lieu of foreclosure by Lender following the Loans and Swingline Loansoccurrence of an Event of Default, interest on provided that, if such Event of Default is not the Loans and Swingline Loans, the obligation result of the Borrower failure to reimburse make a payment of principal or interest under the Issuing Bank for Loan when due, there shall be no personal liability if any such defense or counterclaim succeeds on its merits as a result of which there is no recovery by Lender; and (xii) all LC Disbursements fees and all costs, including reasonable attorneys fees, costsincurred in enforcing and collecting under this Agreement. The Guaranteed Obligations set forth in this Section 1 are separate and independent of each other, and expenses (including attorneys’ fees the payment, compliance and expenses) provided for in the Credit Agreement and (ii) all post-petition interest and expenses (including attorneys’ fees) whether performance of one or not allowed under any bankruptcy, insolvency, or other similar law. However, the more of such Guaranteed Obligations shall be limitednot constitute the payment, compliance or performance on account of or with respect to each Guarantor, to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyances. This Guaranty Agreement is an absolute, present and continuing Guaranty Agreement of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Borrower, any collateral securing the Guaranteed Obligations or any other guarantor of the obligations guarantied hereby or upon any other action, occurrence or circumstance whatsoever. In the event that the Borrower shall fail so to pay any of such Guaranteed Obligations, the Guarantors jointly and severally agree to pay the same when due to the Administrative Agent, without demand, presentment, protest or notice of any kind. Each default in payment of principal of, premium, if any, or interest on any obligation guarantied hereby shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.

The Guaranteed Obligations. The term “Guaranteed Obligations” means (a) In order to induce the Lenders to enter into this Agreement and extend credit hereunder, each of the Initial Guarantors irrevocably and unconditionally guarantees, on a joint and several basis, the full and prompt payment when due (whether by acceleration or otherwise) of the principal of and interest on any Note issued under this Agreement and of all obligations, indebtedness, other obligations and liabilities of Borrower to the Agents, the Issuing Bank and the Lenders, or any of them, arising pursuant to the Credit Agreement, the Intercreditor Agreement, the Pledge Agreement or any document executed and delivered in connection with the foregoing (collectively, the “Transaction Documents”), whether any of such obligations, indebtedness and liabilities are now existing or hereafter arising, whether are direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, (iindemnities, Fees and interest thereon) the obligation of Borrower to repay the Loans and Swingline Loans, interest on the Loans and Swingline Loans, the obligation of the Borrower to reimburse now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Credit Document and the Issuing Bank for all LC Disbursements due performance and all fees, costs, and expenses (including attorneys’ fees and expenses) provided for in compliance with the terms of the Credit Agreement Documents by the Borrower (all such principal, interest, obligations and (ii) all post-petition interest liabilities, collectively, the "Guaranteed Obligations"). Each of the Initial Guarantors understands, agrees and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law. However, confirms that the Lenders may enforce this Guaranty up to the full amount of the Guaranteed Obligations shall be limitedagainst the Initial Guarantors without proceeding against the Borrower, with respect to each Guarantoragainst any security for the Guaranteed Obligations or against any other Guarantor under any other Guaranty covering the Guaranteed Obligations. Each of the Initial Guarantors irrevocably and unconditionally promises, on a joint and several basis, to an aggregate amount equal pay such Guaranteed Obligations to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyancesLenders, on demand, in Dollars. This Guaranty Agreement is an absolute, present and continuing Guaranty Agreement shall constitute a guaranty of payment and not of collectibility collection. All obligations of the Initial Guarantors hereunder shall be joint and is in no way conditional several. (b) All payments made by the Initial Guarantors hereunder shall be made without setoff, counterclaim or contingent upon any attempt to collect from the Borrowerother defense. All such payments will be made free and clear of, and without deduction or withholding for, any collateral securing present or future Taxes in the Guaranteed Obligations manner provided for in Section 3.5. The Initial Guarantors will indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or any other guarantor of the obligations guarantied hereby or upon any other action, occurrence or circumstance whatsoeverimposed and paid by such Lender. In the event that the Borrower shall fail so to pay any of such Guaranteed Obligations, the Guarantors jointly and severally agree to pay the same when due A certificate as to the Administrative Agent, without demand, presentment, protest or notice amount of any kind. Each default in such required indemnification payment of principal ofprepared by such Lender or the Administrative Agent shall be final, premium, if any, or interest on any obligation guarantied hereby shall give rise to a separate cause of action hereunder conclusive and separate suits may be brought hereunder as each cause of action arisesbinding for all purposes absent demonstrable error.