Common use of Borrower Guaranty Clause in Contracts

Borrower Guaranty. The Borrower hereby absolutely and unconditionally guarantees, as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, payment of any and all of the payment GO Bond Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, owing to the Lender Parties, and whether arising hereunder or under any other Loan Document or under any GO Bond Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the payment GO Bond Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Borrower, and conclusive absent manifest error for the purpose of establishing the amount of the payment GO Bond Obligations. This Borrower Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the GO Bond Obligations or any instrument or agreement evidencing any GO Bond Obligations , or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the GO Bond Obligations which might otherwise constitute a defense to the obligations of the Borrower under this Borrower Guaranty, and the Borrower hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Borrower Guaranty. The Borrower To induce the Lender to make the Loan to the Borrowers, and in consideration thereof, each of the Borrowers hereby absolutely unconditionally and unconditionally irrevocably: (a) guarantees, as a guaranty jointly and severally, to the Lender the due and punctual payment in immediately available funds of payment and not merely as a guaranty all Obligations owing by any or all of collection, prompt payment when due, the other Borrowers hereunder (whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise) and the other Loan Documents, and at all times thereafter(b) agrees, payment of jointly and severally, to pay any and all of the payment GO Bond Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, reasonable expenses or otherwise, owing to the Lender Parties, and whether arising hereunder or under any other Loan Document or under any GO Bond Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses which may be incurred by the Lender Parties in connection enforcing its rights with respect to such Obligations (collectively, the collection or enforcement thereof“Borrower Guaranteed Obligations”). The Administrative Agent’s books and records showing To the amount extent that the Obligations of a Borrower are construed to be a Borrower Guaranty of the payment GO Bond Obligations shall be admissible in evidence in of any action or proceedingother Borrower to the Lender, and shall be binding upon to the Borrower, and conclusive absent manifest error extent it is necessary for the purpose enforceability of establishing such a Borrower Guaranty, the amount maximum liability of the payment GO Bond Obligations. This a Borrower Guarantor under its Borrower Guaranty shall be the greatest amount which, after taking into consideration all other valid and enforceable debts and liabilities of such Borrower Guarantor, an applicable court has determined (after any appeals) would not render such Borrower Guarantor insolvent, unable to pay its debts as they become due, inadequately capitalized for the business which it intends to conduct (in all such cases, within the meaning of Section 548 of the Bankruptcy Code, 11 U.S.C. §101, et. seq., or any other similar state Law), or unable to pay a judgment rendered upon a claim that is the subject of an action or proceeding pending at the time when the obligations of this Borrower Guaranty are incurred or increased. In addition to the foregoing, each Borrower shall also execute the Guaranty, as a Guarantor. . The obligations of the Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by the genuinenessapplicable Law (i) any extension, validityrenewal, regularity settlement, compromise, waiver or enforceability release in respect of the GO Bond Obligations Loan or any instrument other obligation under this Agreement or agreement evidencing any GO Bond Obligations Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iii) any modification, or by the existenceamendment, validitywaiver, enforceability, perfectionrelease, non-perfection or extent invalidity of any collateral therefordirect or indirect security, or by of any fact guarantee or circumstance relating other liability of any third party, of the Obligations of any Borrower or its Subsidiary with respect to which the GO Bond Borrower Guaranty relates; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations which might otherwise constitute a defense to the obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against the Lender or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14. . The obligations of each Borrower Guarantor under this Section 14 shall remain in full force and effect until the Obligations of the Borrowers under this Agreement or any other Loan Document have been paid in full. If at any time any payment of any amount payable by Borrower Guarantor under this Section 14, any other section of this Agreement or other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower Guarantor or otherwise, the CORE/0503816.0513/125525037.8 other Borrower Guarantors’ obligations under this Section 14 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time. This Section 14 shall survive the termination of this Agreement until the payment in full of all amounts payable under this Agreement and any other Loan Documents. . No Borrower Guarantor shall be entitled to enforce any remedy which the Lender now has or may hereafter have against any Borrower, any endorser or any Guarantor or other Borrower Guarantor in respect of all or any part of the Borrower Guaranteed Obligations paid by such Borrower Guarantor until all of the Obligations shall have been fully and finally paid to the Lender. Each Borrower Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to the Lender and to secure payment of the Borrower Guaranteed Obligations or any other liability of any Borrower, any Guarantor or any Borrower Guarantor to the Lender. Each Borrower Guarantor also waives all setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Borrower Guaranty. Each Borrower Guarantor further waives all notices of the existence, creation or incurring of additional Obligations by any other Borrower, and also waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or document evidencing all or any part of the Borrower hereby irrevocably waives Guaranteed Obligations is due, notices of any defenses and all proceedings to collect all or any part of the Borrower Guaranteed Obligations, and, to the extent permitted by Law, notices of exchange, sale, surrender or other handling of any Collateral given to the Lender to secure payment of the Borrower Guaranteed Obligations. . If acceleration of the time for payment of any amount payable by any Borrower or Borrower Guarantor under this Agreement or any other Loan Document in respect of a Borrower Guaranteed Obligation is stayed upon the insolvency, bankruptcy or reorganization of any Borrower or Borrower Guarantor all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the other Borrower Guarantors hereunder forthwith on demand by the Lender. . If any Borrower Guarantor makes a payment in respect of the Borrower Guaranteed Obligations, it may now shall be subrogated to the rights, if any, of the payees against the other Borrower Guarantors with respect to such payment and shall have or hereafter acquire in any way relating the rights of contribution set forth below against the other Borrower Guarantors; provided, however, that such Borrower Guarantor shall not enforce its rights to any payment by way of subrogation or by exercising its right of contribution until all the Obligations, as the case may be, owing to the Lender, shall have been finally paid in full and may not under applicable insolvency laws be required to be repaid by the Lender. . Subject to all of the foregoingObligations owing to the Lender having been finally paid in full and not subject to required repayment under applicable insolvency laws, each Borrower Guarantor shall make, and agrees with each of the other Borrower Guarantors (and the successors and assigns of such Borrower Guarantors) to make, payments in respect of the Obligations of such Borrower Guarantor to which such other Borrower Guarantors are subrogated or contribution payments to which such other Borrower Guarantors are entitled, such that, taking into account all such payments on account of subrogation or contribution rights.

Borrower Guaranty. The (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a guaranty of payment primary obligor and not merely as a guaranty of collectionsurety, prompt the payment when dueand as due of the Secured Obligations. The Borrower further agrees that the due and punctual payment of such Secured Obligations may be extended or renewed, whether at stated maturityin whole or in part, by required prepayment, upon acceleration, demand without notice to or otherwisefurther assent from it, and at all times thereafter, payment that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Secured Obligation. The Borrower hereby irrevocably and all unconditionally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Secured Parties immediately on demand against any cost, loss or liability they incur as a result of any of the payment GO Bond ObligationsBorrower’s Subsidiaries not paying any amount which would, whether but for principalsuch unenforceability, interestinvalidity or illegality, premiums, fees, indemnities, damages, costs, expenses or otherwise, owing to the Lender Parties, and whether arising hereunder or under any other Loan Document or under any GO Bond Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred have been payable by the Lender Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the payment GO Bond Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Borrower, and conclusive absent manifest error for the purpose of establishing the amount of the payment GO Bond Obligations. This Borrower Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the GO Bond Obligations or any instrument or agreement evidencing any GO Bond Obligations , or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the GO Bond Obligations which might otherwise constitute a defense to the obligations of the Borrower under this Article X on the date when it would have been due (but so that the amount payable by the Borrower Guarantyunder this indemnity will not exceed the amount which it would have had to pay under this Article X if the amount claimed had been recoverable on the basis of a guarantee). (b) The Borrower further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Secured Obligations or operated as a discharge thereof) and not merely of collection, and the Borrower hereby irrevocably waives any defenses it may now have or hereafter acquire in right to require that any way relating resort be had by any Secured Party to any balance of any deposit account or all credit on the books of any Secured Party in favor of the foregoingBorrower, any Subsidiary Guarantor or any other Person.

Borrower Guaranty. 10.01 The Borrower Guaranty. (a) (i) Each of the U.S. Borrowers hereby absolutely jointly and unconditionally guaranteesseverally with the other U.S. Borrowers guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent as hereinafter provided, as a guaranty of payment primary obligor and not merely as a guaranty of collectionsurety, the prompt payment of all U.S. Borrower Guaranteed Obligations in full when due, due (whether at stated maturity, by required as a mandatory prepayment, upon by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The U.S. Borrowers hereby further agree that if any of the U.S. Borrower Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the U.S. Borrowers will, jointly and severally, promptly pay the same, without any demand or otherwisenotice whatsoever, and at all times thereafter, payment that in the case of any and all extension of time of payment or renewal of any of the payment GO Bond U.S. Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether for principalat extended maturity, interestas a mandatory prepayment, premiumsby acceleration, fees, indemnities, damages, costs, expenses as a mandatory Cash Collateralization or otherwise, owing to the Lender Parties, and whether arising hereunder or under any other Loan Document or under any GO Bond Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties ) in connection accordance with the collection terms of such extension or enforcement thereof). The Administrative Agent’s books and records showing the amount renewal. (ii) Each of the payment GO Bond Obligations shall be admissible in evidence in any action or proceedingForeign Borrowers hereby jointly and severally with the other Foreign Borrowers guarantees to each Lender, and shall be binding upon the Borrowereach Swap Bank, and conclusive absent manifest error for the purpose of establishing the amount of the payment GO Bond Obligations. This Borrower Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the GO Bond Obligations or any instrument or agreement evidencing any GO Bond Obligations , or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the GO Bond Obligations which might otherwise constitute a defense to the obligations of the Borrower under this Borrower Guarantyeach Treasury Management Bank, and the Borrower Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Foreign Borrowers hereby irrevocably waives further agree that if any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingForeign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Foreign Borrowers will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.

Borrower Guaranty. The In order to induce the Banks to -------------------------- enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the U.S. Borrower hereby absolutely agrees with the Banks as follows: the U.S. Borrower hereby, unconditionally and unconditionally irrevocably, guarantees, as a guaranty of payment primary obligor and not merely as a guaranty of collection, surety the full and prompt payment when due, whether at stated upon maturity, by required prepayment, upon acceleration, demand acceler ation or otherwise, and at all times thereafter, payment of any and all of the payment GO Bond Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, owing Canadian Guaranteed Obligations to the Lender PartiesGuaranteed Creditors. If any or all of the Canadian Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, and whether arising hereunder the U.S. Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or under order, on demand, together with any other Loan Document or under any GO Bond Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses which may be incurred by the Lender Parties Guaranteed Creditors in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount collecting any of the payment GO Bond Obligations Canadian Guaranteed Obligations. This U.S. Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be admissible conclusively presumed to have been created in evidence a reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any action of the Canadian Guaranteed Obligations and any of the aforesaid payees repays all or proceedingpart of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Canadian Borrower), then and in such event the U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the U.S. Borrower, notwithstanding any revocation of this U.S. Borrower Guaranty or any other instrument evidencing any liability of the Canadian Borrower, and conclusive absent manifest error the U.S. Borrower shall be and remain liable to the aforesaid payees hereunder for the purpose of establishing amount so repaid or recovered to the same extent as if such amount of the payment GO Bond Obligations. This Borrower Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the GO Bond Obligations or any instrument or agreement evidencing any GO Bond Obligations , or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or had never originally been received by any fact or circumstance relating to the GO Bond Obligations which might otherwise constitute a defense to the obligations of the Borrower under this Borrower Guaranty, and the Borrower hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoingsuch payee.