Common use of European Borrowers’ Guaranty Clause in Contracts

European Borrowers’ Guaranty. In order to induce the Lenders to extend credit to the European Borrowers hereunder, each European Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of each other European Borrower. Each European Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee under this Section 10.02 notwithstanding any such extension or renewal of any such Obligation. Each European Borrower waives presentment to, demand of payment from and protest to any European Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each European Borrower under this Section 10.02 shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or Lender to assert any claim or demand or to enforce any right or remedy against any European Borrower under the provisions of this Agreement, any Banking Services Agreement, any Swap Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Banking Services Agreement, any Swap Agreement or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any European Borrower or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any European Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such European Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such European Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such European Borrower to subrogation. Each European Borrower further agrees that its agreement under this Section 10.02 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 Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any European Borrower or any other Person. The obligations of each European Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. Each European Borrower further agrees that its obligations under this Section 10.02 shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right or setoff) is rescinded, or is or must otherwise be restored by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any European Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its direction). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any European Borrower by virtue hereof, upon the failure of any other European Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each European Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent or the any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Each European Borrower further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, disadvantageous to the Administrative Agent or such Lender in any material respect, then, at the election of the Administrative Agent, each European Borrower shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and, as a separate and independent obligation, shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by each European Borrower of any sums as provided above, all rights of such European Borrower against any other European Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such European Borrower to the Administrative Agent and the Lenders. Nothing shall discharge or satisfy the liability of any European Borrower hereunder except the full performance and payment of the Obligations. Each European Borrower irrevocably and unconditionally and jointly and severally 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 Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any European Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Section 10.02 on the date when it would have been due (but so that the amount payable by such European Borrower under this indemnity will not exceed the amount it would have had to pay under this Section 10.02 if the amount claimed had been recoverable on the basis of a guaranty).

European Borrowers’ Guaranty. In order to induce the Lenders to extend credit to the European Borrowers hereunder, each European Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of each other European Borrower. Each European Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee under this Section 10.02 hereunder notwithstanding any such extension or renewal of any such Obligation. Each European Borrower waives presentment to, demand of payment from and protest to any European Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each European Borrower under this Section 10.02 hereunder shall not be affected by (a) the failure of the Administrative any Agent, the Issuing Bank or Lender to assert any claim or demand or to enforce any right or remedy against any European Borrower under the provisions of this Agreement, any Banking Services Agreement, any Swap Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Banking Services Agreement, any Swap Agreement or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any European Borrower or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any European Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such European Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such European Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such European Borrower to subrogation. Each European Borrower further agrees that its agreement under this Section 10.02 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 Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative any Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative any Agent, the Issuing Bank or any Lender in favor of any European Borrower or any other Person. The obligations of each European Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. Each European Borrower further agrees that its obligations under this Section 10.02 shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right or setoff) is rescinded, or is rescinded or must otherwise be restored by the Administrative any Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any European Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its direction)otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative any Agent or any Lender may have at law or in equity against any European Borrower by virtue hereof, upon the failure of any other European Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each European Borrower hereby promises to and will, upon receipt of written demand by the Administrative any Agent or the any Lender, forthwith pay, or cause to be paid, to the Administrative applicable Agent or such Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Each European Borrower further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative any Agent or any Lender, disadvantageous to the Administrative such Agent or such Lender in any material respect, then, at the election of the Administrative Agent, each European Borrower shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and, as a separate and independent obligation, shall indemnify the Administrative each Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by each European Borrower of any sums as provided above, all rights of such European Borrower against any other European Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such European Borrower to the Administrative Agent Agents and the Lenders. Nothing shall discharge or satisfy the liability of any European Borrower hereunder except the full performance and payment of the Obligations. Each European Borrower irrevocably and unconditionally and jointly and severally 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 Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any European Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Section 10.02 on the date when it would have been due (but so that the amount payable by such European Borrower under this indemnity will not exceed the amount it would have had to pay under this Section 10.02 if the amount claimed had been recoverable on the basis of a guaranty).

European Borrowers’ Guaranty. In order to induce the Lenders to extend credit to the European Borrowers hereunder, each European Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of each other European Borrower. Each European Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee under this Section 10.02 hereunder notwithstanding any such extension or renewal of any such Obligation. Each European Borrower waives presentment to, demand of payment from and protest to any European Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each European Borrower under this Section 10.02 hereunder shall not be affected by (a) the failure of the Administrative any Agent, the Issuing Bank or Lender to assert any claim or demand or to enforce any right or remedy against any European Borrower under the provisions of this Agreement, any Banking Services Agreement, any Swap Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Banking Services Agreement, any Swap Agreement or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any European Borrower or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any European Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such European Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such European Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such European Borrower to subrogation. Each European Borrower further agrees that its agreement under this Section 10.02 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 Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any European Borrower or any other Person. The obligations of each European Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. Each European Borrower further agrees that its obligations under this Section 10.02 shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right or setoff) is rescinded, or is or must otherwise be restored by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any European Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its direction). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any European Borrower by virtue hereof, upon the failure of any other European Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each European Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent or the any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Each European Borrower further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, disadvantageous to the Administrative Agent or such Lender in any material respect, then, at the election of the Administrative Agent, each European Borrower shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and, as a separate and independent obligation, shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by each European Borrower of any sums as provided above, all rights of such European Borrower against any other European Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such European Borrower to the Administrative Agent and the Lenders. Nothing shall discharge or satisfy the liability of any European Borrower hereunder except the full performance and payment of the Obligations. Each European Borrower irrevocably and unconditionally and jointly and severally 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 Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any European Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Section 10.02 on the date when it would have been due (but so that the amount payable by such European Borrower under this indemnity will not exceed the amount it would have had to pay under this Section 10.02 if the amount claimed had been recoverable on the basis of a guaranty).such

European Borrowers’ Guaranty. In order to induce the Lenders to extend credit to the European Borrowers hereunder, each European Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of each other European Borrower. Each European Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee under this Section 10.02 notwithstanding any such extension or renewal of any such Obligation. Each European Borrower waives presentment to, demand of payment from and protest to any European Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each European Borrower under this Section 10.02 shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or Lender to assert any claim or demand or to enforce any right or remedy against any European Borrower under the provisions of this Agreement, any Banking Services Agreement, any Swap Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any Banking Services Agreement, any Swap Agreement or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any European Borrower or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any European Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such European Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such European Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such European Borrower to subrogation. Each European Borrower further agrees that its agreement under this Section 10.02 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 Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any European Borrower or any other Person. The obligations of each European Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. Each European Borrower further agrees that its obligations under this Section 10.02 shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right or setoff) is rescinded, or is rescinded or must otherwise be restored by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any European Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its direction)otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any European Borrower by virtue hereof, upon the failure of any other European Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each European Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent or the any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Each European Borrower further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, disadvantageous to the Administrative Agent or such Lender in any material respect, then, at the election of the Administrative Agent, each European Borrower shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and, as a separate and independent obligation, shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by each European Borrower of any sums as provided above, all rights of such European Borrower against any other European Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such European Borrower to the Administrative Agent and the Lenders. Nothing shall discharge or satisfy the liability of any European Borrower hereunder except the full performance and payment of the Obligations. Each European Borrower irrevocably and unconditionally and jointly and severally 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 Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any European Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Section 10.02 on the date when it would have been due (but so that the amount payable by such European Borrower under this indemnity will not exceed the amount it would have had to pay under this Section 10.02 if the amount claimed had been recoverable on the basis of a guaranty).