Common use of Guarantee of Obligations Clause in Contracts

Guarantee of Obligations. The Guarantor hereby unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of the Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) all principal, interest, fees, premium, if any, and other amounts required to be paid, from time to time, by the Company under or in respect of the Note Purchase Agreements and the Notes, when and as the same shall be or become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the terms of the Note Purchase Agreements and the Notes, and (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements and the Notes and any and all Security Documents and the transactions contemplated thereby (all of the foregoing, collectively, the "GUARANTEED OBLIGATIONS"). In case of the failure of the Company to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this Guaranty, the Note Purchase Agreements, the Notes and the other Security Documents.

Guarantee of Obligations. The Guarantor hereby unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of the Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) all principal, interest, fees, premium, if any, and other amounts required to be paid, from time to time, by the Company under or in respect of the Note Purchase Agreements and the Notes, when and as the same shall be or become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the terms of the Note Purchase Agreements and the Notes, and (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements and Agreements, the Notes and any and all Security Documents and the transactions contemplated thereby (all of the foregoing, collectively, the "GUARANTEED OBLIGATIONS"). In case of the failure of the Company to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this Guaranty, the Note Purchase Agreements, the Notes and the other Security Documents.

Guarantee of Obligations. The Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees reaffirms and continues to guarantee to each of the BeneficiariesBeneficiaries to whom the following obligations are owed, as the primary obligation and debt of the such Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) all principal, interest, fees, premium, if any, fees and other amounts required to be paid, from time to time, by the Company under or in respect of the Note Purchase Agreements and Term Loan Agreement, including the Notes, Notes when and as the same shall be or become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the terms of the Note Purchase Agreements and Term Loan Agreement or the Notesother Loan Documents, (ii) all obligations of Company under the Security Agreement, and (iiiii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements and the Notes and any and all Security of the Loan Documents and the transactions contemplated thereby (all of the foregoing, collectively, the "GUARANTEED OBLIGATIONS"“Guaranteed Obligations”). In case of the failure of the Company or any Guarantor to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the each Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this GuarantyGuarantee, the Note Purchase AgreementsTerm Loan Agreement, the Notes other Loan Documents and the other Security Documentsagreements underlying the respective Guaranteed Obligations.

Guarantee of Obligations. The Each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of the such Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) all principal, interest, fees, premium, if any, and other amounts required to be paid, from time to time, by the Company under or in respect of the Note Purchase Agreements and the Notes, when and as the same shall be or become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the terms of the Note Purchase Agreements and the Notes, and (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements and Agreements, the Notes and any and all Security Documents and the transactions contemplated thereby (all of the foregoing, collectively, the "GUARANTEED OBLIGATIONS"). In case of the failure of the Company to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the each Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this Guaranty, the Note Purchase Agreements, the Notes and the other Security Documents.

Guarantee of Obligations. (a) The Guarantor hereby unconditionally and irrevocably ------------------------ guarantees to each of the Beneficiaries, as the primary obligation and debt of the Guarantor obligor and not as a surety, the due full and punctual prompt payment ofby the Charterer, without duplicationwhen due, (i) all principal, interest, fees, premium, if any, and other amounts required to be paid, from time to timewhether at the stated payment date thereof, by the Company under or in respect of the Note Purchase Agreements and the Notes, when and as the same shall be or become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand acceleration or otherwise, according to of, and the terms faithful performance of and compliance with, all payment obligations of the Note Purchase Agreements Charterer under the Participation Agreement, the Charter, the Tax Indemnity Agreement and the Notes, and other Operative Documents (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements and the Notes and any and all Security Documents and the transactions contemplated thereby (all of the foregoing, collectively, the "GUARANTEED OBLIGATIONSGuaranty Documents"). In case of ) owed to -------- --------- the failure of the Company to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, Beneficiaries in accordance with the terms thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due and the full, faithful and timely performance of, and compliance with, all other obligations of this Guarantythe Charterer owed to the Beneficiaries thereunder in accordance with the terms thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due (such payment and other obligations, the Note Purchase Agreements"Obligations"). Such ----------- guarantee is an absolute, unconditional, irrevocable, present and continuing guarantee of payment and performance and not of collectibility. (b) If for any reason any Obligation to be performed or observed by the Charterer (whether affirmative or negative in character) shall not be observed or performed or paid strictly in accordance with the terms thereof, the Notes Guarantor shall, no later than fifteen (15) Business Days following the Guarantor's receipt of written notice by the relevant Beneficiary of such non- observance, non-performance or non-payment, and not less than five (5) Business Days following the Guarantor's receipt of such a notice in the case of non- payment of Base Charter Hire, perform or observe or cause to be performed or observed each such Obligation or shall pay the amount of each such unpaid Obligation at the place and to the Person entitled thereto pursuant to the relevant Guaranty Documents, as the case may be, regardless of whether or not any Beneficiary or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Charterer or any other Security Person to compel any such performance or observance or to collect all or any part of such amount pursuant to the provisions of the relevant Guaranty Documents, as the case may be, or at law or in equity, or otherwise, and regardless of any other condition or contingency; provided that notwithstanding the foregoing no notice shall be required if the Guarantor is subject to any bankruptcy or similar proceeding. Nothing in this Guaranty shall be construed to be a guarantee of payment of the Secured Notes.

Guarantee of Obligations. (a) The Guarantor hereby unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of the Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) all principal, interest, fees, premium, if any, and other amounts required to be paid, from time to time, by the Company under or in respect of the Note Purchase Agreements and the Notes, when and as the same shall be or become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the terms of the Note Purchase Agreements and the Notes, and and, (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements and Agreements, the Notes and any and all Security Documents and the transactions contemplated thereby (all of the foregoing, collectively, the "GUARANTEED OBLIGATIONS"). In case of the failure of the Company to duly, punctually and indefeasibly make any such payment in full as and when due and payable, the Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this Guaranty, the Note Purchase Agreements, the Notes and the other Security Documents. (b) The Guarantor hereby agrees that its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than prior, final and indefeasible payment in full), set-off, abatement, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Company or any other Subsidiary of the Company or otherwise, whether based upon any agreement, instrument or document evidencing or securing the Guaranteed Obligations or any other agreement, instrument or document (including, without limitation, this Guaranty) or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of (i) any insolvency, bankruptcy, reorganization or dissolution, or any proceeding in respect of any thereof, of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, (ii) the genuineness, validity, regularity or enforceability of any agreement, instrument or document evidencing or securing the Guaranteed Obligations or any other agreement, instrument or document or the extension or renewal thereof, in whole or in part, with or without notice to or assent from the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, (iii) the validity, enforceability or priority of any lien or security interest securing the payment of the Guaranteed Obligations or any portion thereof, (iv) any rescission, compromise, alteration, amendment, modification, extension, renewal, release, change, waiver, consent, grant of any indulgence or other action in respect of any of the terms, provisions, covenants or conditions contained in any agreement, instrument or document evidencing or securing the Guaranteed Obligations or in any other agreement, instrument or document, (v) the absence of notice or the absence of or any delay in any action to enforce any obligation or to exercise any right or remedy against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, whether under any agreement, instrument or document evidencing or securing the Guaranteed Obligations or under any other agreement, instrument or document, or any indulgence or extension or waiver granted to or compromise with the Company, any other Subsidiary of the Company or any other Guarantor of all or any portion of the Guaranteed Obligations, or any action or proceeding taken or not taken with respect to or by or on behalf of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, or the holder of any agreement, instrument or document evidencing or securing the Guaranteed Obligations, (vi) any default, failure or delay in the performance of any obligation, covenant, duty, representation, warranty or agreement contained in any agreement, instrument or document evidencing or securing the Guaranteed Obligations or in any other agreement, instrument or document, or arising pursuant to law, (vii) any act or thing or omission to do or delay in doing any act or thing which might in any manner result in any lack of proper authorization or any invalid execution of any agreement, instrument or document evidencing or securing the Guaranteed Obligations or any other agreement, instrument or document, (viii) any assumption by any Person of any obligation under any agreement, instrument or document evidencing or securing the Guaranteed Obligations or under any other agreement, instrument or document, (ix) any event of FORCE MAJEURE, (x) any release or substitution of any collateral for, or any obligor in respect of, the payment of the Guaranteed Obligations or obligations under any other agreement, instrument or document, in whole or in part, with or without notice to or assent from the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, (xi) whether a lien on any collateral shall have been perfected or shall continue to be perfected, or whether any collateral shall be impaired in any manner, or whether any steps shall have been taken to enforce rights against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations or to sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any collateral and (xii) any other circumstances which might constitute a legal or equitable discharge or defense of a surety or guarantor. (c) The Guarantor hereby (i) waives diligence, presentment, demand (of payment or otherwise), protest, notice, filing of claims with a court in the event of the merger or bankruptcy of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, any right to require a proceeding first against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations or to ▇▇▇▇▇▇▇▇ or realize on any collateral, with respect to the Guaranteed Obligations, (ii) agrees that its obligations hereunder constitute guarantees of payment and not of collection and are not in any way conditional or contingent upon any attempt to collect from or enforce any rights against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations or upon any other condition or contingency, (iii) acknowledges that any agreement, instrument or document evidencing and/or securing the Guaranteed Obligations may be transferred (upon and subject to the terms and conditions thereof) and that the benefit of the Guarantor's obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing and/or securing the Guaranteed Obligations automatically and without notice to the Guarantor, (iv) covenants that this Guaranty will not be discharged except by final, complete, indefeasible and irrevocable payment and performance of the obligations contained in the agreements, instruments and documents evidencing or securing the Guaranteed Obligations and this Guaranty and (v) waives acceptance of this Guaranty by the Beneficiaries or notice or proof of reliance. (d) The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Beneficiary to any of the Guaranteed Obligations is, or must be, rescinded or returned by such Beneficiary for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, such Guaranteed Obligations or applicable portion thereof, for purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding such application, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Guaranteed Obligations or applicable portion thereof as though such application had not been made, irrespective of whether any note or other evidence of indebtedness has been surrendered or cancelled. (e) Notwithstanding anything to the contrary contained in this Guaranty, the obligations and liabilities of the Guarantor pursuant to this Guaranty shall at all times be subject to the Guarantor's Limit of Liability.