Common use of 1Guarantee Clause in Contracts

1Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to Lender and its successors, indorsees, transferees and permitted assigns, the prompt and complete payment and performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors or any applicable laws relating to fraudulent conveyances or fraudulent transfers (after giving effect to the right of contribution established in Section 2.2). The provisions of this Section 2.1(b) shall be implemented automatically without the need for any amendment or modification to the Loan Documents. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full. (e) No payment made by Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by Lender from Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations are Paid in Full.

1Guarantee. (a) Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent for the ratable benefit of the Lender Parties and its their respective permitted successors, indorsees, transferees and permitted assigns, the prompt prompt, and, subject to clause (d) below, full and complete payment and performance by Borrower the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of Borrower the Obligations. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event not exceed the maximum amount which can could be guaranteed paid by such Guarantor under applicable federal and without rendering this guarantee void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to the insolvency of debtors or any applicable laws relating to fraudulent conveyances or fraudulent transfers (after giving effect to the right of contribution established in Section 2.2) (the “Maximum Amount”). The provisions of this Section 2.1(b) shall be implemented automatically without the need for any amendment or modification to the Loan Documents. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder on the date hereof under this Agreement without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all Obligations are irrevocably satisfied in full (other than (x) contingent indemnification obligations for which no claim has been made, (y) Swap Obligations owing to a Swap Provider that, at such time, are not required to be repaid pursuant to the terms thereof, and (z) obligations arising under Cash Management Products with Cash Management Banks that are cash collateralized or, at such time, are not required to be repaid or cash collateralized pursuant to the terms thereof) and all Commitments have been irrevocably terminated, in each case, in accordance with the terms of the Secured Credit Agreement, notwithstanding that, from time to time during the term of the Credit Agreement, no Obligations shall have been Paid in Fullmay be outstanding (such date, the “Collateral Termination Date”). (e) No Except as provided in Section 8.6, no payment made by Borrowerthe Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Lender Party from Borrowerthe Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability Maximum Amount of such Guarantor hereunder until the Secured Obligations are Paid in FullCollateral Termination Date.

1Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to Lender the Secured Parties and its their successors, indorsees, transferees and permitted assigns, the prompt and complete payment and performance by Borrower each Cayman Loan Party (other than the U.S. Loan Parties) when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as such term is defined in the Credit Agreement) of the Cayman Borrower (collectively, the “Cayman Obligations.”). In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows: (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon any Secured Party’s exercise or enforcement of any remedy it or they may have against any Borrower, any other Guarantor, any other Person, or all or any portion of the Collateral; and (ii) the Collateral Agent may enforce this guarantee notwithstanding the existence of any dispute between Collateral Agent or any other Secured Party and any Borrower or any other Guarantor with respect to the existence of any Event of Default. <22562-v1> (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and federal, state or other applicable laws relating to the insolvency of debtors or any applicable laws relating to fraudulent conveyances or fraudulent transfers (after giving effect to the right of contribution established in Section 2.21.2). The provisions of this Section 2.1(b) shall be implemented automatically without the need for any amendment or modification to the Loan Documents. (c) Each Guarantor agrees that the Secured Cayman Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 1 or affecting the rights and remedies of the Lender Secured Parties hereunder. (d) The guarantee contained in this Section 2 1 shall remain in full force and effect until all the satisfaction of the Secured Cayman Obligations shall have by the payment in full, in cash of the principal of and interest on or other liabilities relating to the Cayman Term Loan, all fees and all other expenses or amounts payable under any Loan Document in connection with the Cayman Term Loan (other than inchoate indemnification obligations, and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been Paid in Fullmade) (the “Discharge of Obligations”). (e) No payment made by any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by Lender Collateral Agent from any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Cayman Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Cayman Obligations or any payment received or collected from such Guarantor in respect of the Secured Cayman Obligations), remain liable for the Secured Cayman Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations are Paid in FullDischarge of Obligations.

1Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to Lender and its successors, indorsees, transferees and permitted assigns, the prompt and complete payment and performance by each Non-U.S. Borrower and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as such term is defined in the Credit Agreement) of each Non-U.S. Borrower, other than Excluded Swap Obligations (as defined in the Guarantee and Collateral Agreement) (collectively, the “Non-U.S. Obligations”). For the avoidance of doubt, all references herein to “Discharge of Obligations” shall refer only to the Non-U.S. Obligations. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows: (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it or they may have against any Borrower, any other Guarantor, any other Person, or all or any portion of the Collateral; and (ii) Lender may enforce this guarantee notwithstanding the existence of any dispute between Lender and any Borrower Obligationsor any other Guarantor with respect to the existence of any Event of Default. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and federal, state or other applicable laws relating to the insolvency of debtors or any applicable laws relating to fraudulent conveyances or fraudulent transfers (after giving effect to the right of contribution established in Section 2.21.2). The provisions of this Section 2.1(b) shall be implemented automatically without the need for any amendment or modification to the Loan Documents. (c) Each Guarantor agrees that the Secured Non-U.S. Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 1 or affecting the rights and remedies of the Lender hereunder. (d) The guarantee contained in this Section 2 1 shall remain in full force and effect until all the Discharge of Obligations, notwithstanding that from time to time during the term of the Secured Credit Agreement the outstanding amount of the Non-U.S. Obligations shall have been Paid in Fullmay be zero. (e) No payment made by any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by Lender from any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Non-U.S. Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Non-U.S. Obligations or any payment received or collected from such Guarantor in respect of the Secured Non-U.S. Obligations), remain liable for the Secured Non-U.S. Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations are Paid in FullDischarge of Obligations.