Common use of Affiliate Guaranties Clause in Contracts

Affiliate Guaranties. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by any Subsidiary who delivers a guaranty pursuant to Section 9.7 (any Subsidiary, for so long as such Subsidiary is required under this Agreement to be party to the Affiliate Guaranty, being an “Affiliate Guarantor”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.3(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) The holders of the Notes acknowledge and agree that any Affiliate Guarantor shall be automatically discharged and released from the Affiliate Guaranty to which it is a party pursuant to the written request of the Company, provided that (i) such Affiliate Guarantor has been released and discharged as an obligor, borrower and guarantor under and in respect of all Indebtedness under the Revolving Credit Agreement and any other Unsecured Indebtedness that triggered the requirement of entry into an Affiliate Guaranty under clause (b) of Section 9.7 and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) at the time of such release and discharge, no amounts shall be due and owing under such Affiliate Guaranty, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists. (c) The Parent Guarantor and the Company agree that they will not, nor will they permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Parent Guarantor or the Company or of any Affiliate Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Affiliate Guarantor with respect to any liability of such Affiliate Guarantor as an obligor or guarantor under or in respect of Indebtedness under the Revolving Credit Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding; provided, however, that, for the avoidance of doubt, this Section 2(c) shall not restrict the ability of the Parent Guarantor, the Company or any Subsidiary or Affiliate to make a payment on Indebtedness outstanding under the Revolving Credit Agreement or a guaranty thereof. Xxxxx Portfolio, L.P. Note Purchase Agreement

Affiliate Guaranties. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the entities identified on Schedule 2.3 (together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.7 (any Subsidiary9.7, for so long as such Subsidiary is required under this Agreement to be party to the Affiliate Guaranty, being an “Affiliate GuarantorGuarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.3(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) The holders of the Notes acknowledge and agree that any Affiliate Guarantor shall be automatically discharged and released from the Affiliate Guaranty to which it is a party pursuant to the written request of the Company, provided that (i) such Affiliate Guarantor has been released and discharged as an obligor, borrower and guarantor under and in respect of all Indebtedness under the Revolving Credit Agreement and any other Unsecured Indebtedness that triggered the requirement of entry into an Affiliate Guaranty under clause (b) of Section 9.7 and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) at the time of such release and discharge, no amounts shall be due and owing under such Affiliate Guaranty, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists. (c) The Parent Guarantor and the Company agree that they will not, nor will they permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Parent Guarantor or the Company or of any Affiliate Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Affiliate Guarantor with respect to any liability of such Affiliate Guarantor as an obligor or guarantor under or in respect of Indebtedness under the Revolving Credit Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding; provided, however, that, for the avoidance of doubt, this Section 2(c) shall not restrict the ability of the Parent Guarantor, the Company or any Subsidiary or Affiliate to make a payment on Indebtedness outstanding under the Revolving Credit Agreement or a guaranty thereof. Xxxxx Portfolio, L.P. Note Purchase Agreement.

Affiliate Guaranties. With respect to any guaranty of the obligations of any of the Companies issued by any Affiliate of the Companies (aother than any other Company) The payment by in favor of Existing Lender or otherwise, or any keepwell, subscription agreement, net worth maintenance agreement, letter of credit, reimbursement obligation, surety bond or letter of comfort with respect to any of the Company Companies imposing any obligations on any Affiliate of all amounts due the Companies (other than any other Company) (including those set forth in Section 6.4 of the Sellers’ Disclosure Schedule) (collectively, “Affiliate Guaranties”), such agreements shall be terminated at the Closing pursuant to written instruments acceptable to Seller, provided, solely with respect to the Notes Affiliate Guaranty listed on Section 6.4 of the Sellers’ Disclosure Schedule, if such agreement is not terminated at the Closing, the Buyer shall use, and from and after the performance by Closing shall cause each Company to use, reasonable best efforts to arrange as soon as reasonably practicable for the Company release, effective as of the Closing (or as promptly thereafter as possible), of the applicable Affiliate of the Companies from its obligations under this Agreement will be absolutely and unconditionally guaranteed by any Subsidiary who delivers a guaranty pursuant to Section 9.7 (any Subsidiary, for so long as such Subsidiary is required under this Agreement to be party to the Affiliate Guaranty, being an “Affiliate Guarantor”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.3(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) The holders of the Notes acknowledge and agree that any Affiliate Guarantor shall be automatically discharged and released from the Affiliate Guaranty to which it is a party pursuant to the written request of the Company, provided that (i) such Affiliate Guarantor has been released and discharged as an obligor, borrower and guarantor under and in respect of all Indebtedness under the Revolving Credit Agreement and any other Unsecured Indebtedness that triggered the requirement of entry into an Affiliate Guaranty under clause (b) of Section 9.7 and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) at the time of such release and discharge, no amounts shall be due and owing beneficiary under such Affiliate Guaranty, including by offering such beneficiary a guaranty of the Buyer or any of its Affiliates of like character and on terms (iiifinancial and otherwise) at no less favorable to such beneficiary, provided that, if the time of Buyer is unable to obtain such release and dischargeprior to the Closing, the Company Buyer shall deliver a certificate of a Responsible Officer to indemnify and hold harmless the holders applicable Affiliate of the Notes to the effect that no Default or Event of Default exists. (c) The Parent Guarantor and the Company agree that they will not, nor will they permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Parent Guarantor or the Company or of any Affiliate Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Affiliate Guarantor Companies with respect to such Affiliate Guaranty to the extent that such Affiliate incurs any obligation or liability in connection therewith from and after the Closing (in any event, such that, from and after the Closing no such Affiliate of the Companies shall have any obligation or liability whatsoever arising from or in connection with the Affiliate Guaranties except for obligations or liabilities, if any, for which such Affiliate will be fully indemnified by the Buyer). In addition, Buyer shall deliver at Closing a replacement of the existing letter of credit identified in clause (a) of the definition of Assumed Vendor Deposit Obligations and arrange for the termination of such Affiliate Guarantor as an obligor or guarantor under or in respect existing letter of Indebtedness under credit promptly following the Revolving Credit Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding; provided, however, that, for the avoidance of doubt, this Section 2(c) shall not restrict the ability of the Parent Guarantor, the Company or any Subsidiary or Affiliate to make a payment on Indebtedness outstanding under the Revolving Credit Agreement or a guaranty thereof. Xxxxx Portfolio, L.P. Note Purchase AgreementClosing.

Affiliate Guaranties. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the entities identified on Schedule 2.3 (together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.7 (any Subsidiary9.7, for so long as such Subsidiary is required under this Agreement to be party to the "Affiliate Guaranty, being an “Affiliate Guarantor”Guarantors") pursuant to the guaranty agreement substantially in the form of Exhibit 2.3(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “"Affiliate Guaranty”"). (b) The holders of the Notes acknowledge and agree that any Affiliate Guarantor shall be automatically discharged and released from the Affiliate Guaranty to which it is a party pursuant to the written request of the Company, provided that (i) such Affiliate Guarantor has been released and discharged as an obligor, borrower and guarantor under and in respect of all Indebtedness under the Revolving Credit Agreement and any other Unsecured Indebtedness that triggered the requirement of entry into an Affiliate Guaranty under clause (b) of Section 9.7 and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) at the time of such release and discharge, no amounts shall be due and owing under such Affiliate Guaranty, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists. (c) The Parent Guarantor and the Company agree that they will not, nor will they permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Parent Guarantor or the Company or of any Affiliate Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Affiliate Guarantor with respect to any liability of such Affiliate Guarantor as an obligor or guarantor under or in respect of Indebtedness under the Revolving Credit Agreement, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding; provided, however, that, for the avoidance of doubt, this Section 2(c) shall not restrict the ability of the Parent Guarantor, the Company or any Subsidiary or Affiliate to make a payment on Indebtedness outstanding under the Revolving Credit Agreement or a guaranty thereof. Xxxxx Portfolio, L.P. Note Purchase Agreement.