Back to top

GUARANTY AGREEMENT

Guarantee Agreement

GUARANTY AGREEMENT | Document Parties: BH RE LLC | EquityCo, L.L.C | Post Advisory Group, L.L.C You are currently viewing:
This Guarantee Agreement involves

BH RE LLC | EquityCo, L.L.C | Post Advisory Group, L.L.C

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: GUARANTY AGREEMENT
Governing Law: New York     Date: 4/2/2007

GUARANTY AGREEMENT, Parties: bh re llc , equityco  l.l.c , post advisory group  l.l.c
50 of the Top 250 law firms use our Products every day

EXHIBIT 10.50

GUARANTY AGREEMENT

This GUARANTY AGREEMENT, dated as of November 30, 2006 (this “ Guaranty Agreement ”), made by EquityCo, L.L.C., a Nevada limited liability company (the “ Guarantor ”), in favor of the Mezzanine Investors (as such term is defined in the Investor Rights Agreement, defined below) (the “ Mezzanine Investors ”), and Post Advisory Group, L.L.C., a Delaware limited liability company (its successors and assigns and any other financial institution reasonably acceptable to the Mezzanine Investors, the “ Collateral Agent ”), is entered into pursuant to that certain Amended and Restated Investor Rights Agreement, dated as of November 30 , 2006 (as amended, supplemented or otherwise modified from time to time, the “ Investor Rights Agreement ”), by and among MezzCo, L.L.C., a Nevada limited liability company (the “ Company ”), the Guarantor, and the Securityholders identified therein.  Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Investor Rights Agreement.

RECITALS

WHEREAS, the Guarantor has agreed that it will be a guarantor of the Company’s obligations to the Mezzanine Investors in connection with the Investor Rights Agreement; and

WHEREAS, the Company has received substantial benefit from the issuance of  Warrants to the Mezzanine Investors and the other transactions contemplated by the Restructuring Documents, and Guarantor, as the managing member of the Company, is expected to benefit, directly or indirectly, from such transactions;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor hereby agrees with the Mezzanine Investors and the Collateral Agent, as follows:

1.     Guaranty .  The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Mezzanine Investors and each of their respective successors, transferees and assigns, as obligor and not merely as a surety, the prompt and complete payment (as and when due and payable) of (i) the obligation of the Company to pay the Redemption Price (as defined in the Warrants) prior to the expiration of the Put Demand Period (as defined in the Warrants) and (ii)  any indebtedness arising under the Put Note (as defined in the Warrant) issued or deemed to be issued pursuant to the Warrants (or any other instruments at any time evidencing any of the obligations referenced in clause (i) or (ii), the “ Guaranteed Obligations ”) and agrees to pay on demand any and all reasonable costs and expenses (including reasonable fees and out-of-pocket expenses of one outside legal counsel and one outside Nevada counsel for the Collateral Agent and the Mezzanine Investors) which may be paid or incurred by the Collateral Agent or any Mezzanine Investor in collecting, enforcing or exercising any available remedies in respect of any or all of the Guaranteed Obligations and the obligations of the Guarantor under this Guaranty Agreement (its “ Guaranty ”).  The Guarantor acknowledges and agrees that this Guaranty constitutes a guaranty of payment when due and not of collection, and waives any right to require any resort of the Mezzanine Investors or the Collateral Agent to any of the Collateral (as such term is defined in that certain Pledge Agreement, between the Collateral Agent and the

1

 



Guarantor, dated as of the date hereof), (the “ Collateral ”) held as security of the Guaranteed Obligations.

2.     Obligations Unconditional .  The Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Warrants, regardless of: (a) any law now or hereafter in effect in any jurisdiction affecting any such terms or the rights of any Mezzanine Investor with respect thereto, or the obligations and liabilities or validity or enforceability of any of the Guaranteed Obligations and the Warrants, or any agreement or instrument relating thereto; (b) any change in the time, manner, or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations or any other documents or instruments executed in connection with or related to the Guaranteed Obligations; (c) any exchange or release of, or non-perfection of any lien on or in, any Collateral, if any, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; or (d) any other circumstances which might otherwise constitute a defense (including a surety defense) available to, or a discharge of, the Company in respect of the Guaranteed Obligations or of the Guarantor in respect of its Guaranty other than the prompt or complete payment in full of such obligations.

This Guaranty Agreement is a continuing guaranty and shall remain in full force and effect until: (a) the prompt and complete payment in full of all the Guaranteed Obligations, and (b) the payment of the other expenses required to be paid by the Guarantor pursuant to Section 1 of this Guaranty Agreement.  This Guaranty Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or is required by any Governmental Authority to be returned by the Collateral Agent or any Mezzanine Investor upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, the Guarantor or otherwise, all as though such payment had not been made.

The obligations and liabilities of the Guarantor under this Guaranty Agreement shall not be conditioned or contingent upon the pursuit by the Collateral Agent, any Mezzanine Investor or any other Person at any time of any right or remedy against the Company or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any Collateral, if any, or other security or guarantee there


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more