Common use of Guarantee of Obligations Clause in Contracts

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lender and/or its Affiliates the prompt payment of (A) the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Company and of each Account Party to the Lender under the Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender in connection with enforcing any obligations of the Company or of any Account Party, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents to be performed or observed on the part of the Company and of each Account Party and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lender in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the “Guaranteed Obligations”). (b) If for any reason any duty, agreement or obligation of the Company or any Account Party contained in any Loan Document shall not be performed or observed by the Company or any Account Party as provided therein, or if any amount payable under or in connection with any Loan Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender regardless of any defense or setoff or counterclaim which the Company or any Account Party may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby hereby, jointly and severally, (i) guarantees, as principal obligor and not as surety only, to the Lender and/or its Affiliates Agent and the Lenders the prompt payment of (A) the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents Advances and all other obligations of the Company and of each Account Party to the Lender Lenders and the Agent under the Loan Documents Credit Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Loan DocumentsCredit Agreement and the Notes, including, without limitation, default interest, all reimbursement obligations under any letters of credit, indemnification payments and all reasonable costs and expenses incurred by the Lender Lenders and the Agent in connection with enforcing any obligations of the Company or of any Account Partythereunder, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidatedcounsel, (iiiii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents any Operative Document to be performed or observed on the part of the Company and any monies expended by any Lender or the Agent therewith, and (iii) guarantees the prompt and complete payment of each Account Party all obligations and performance of all covenants of the Company or any Subsidiary in connection with Swaps relating to indebtedness under the Credit Agreement (including any interest accruing subsequent to any petition filed by or against the Company or any Subsidiary under the U.S. Bankruptcy Code, whether or not allowed), indemnity and reimbursement obligations, charges, expenses, fees, reasonable attorneys' fees and disbursements and any other amounts owing under the Loan Documents, including, without limitation, all renewals, extensions, refinancings, refundings, amendments and modifications of any of the obligations in clauses (i) through (iii) above, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lender Lenders or the Agent in connection with enforcing the obligations of the Guarantors any Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the “"Guaranteed Obligations”"). (b) If for any reason any duty, agreement or obligation of the Company or any Account Party contained in any Loan Operative Document shall not be performed or observed by the Company or any Account Party as provided therein, or if any amount payable under or in connection with any Loan Operative Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender Agent for the account of the Lenders regardless of any defense or setoff or counterclaim which the Company or any Account Party may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of such Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) guarantees, as principal obligor the full and not as surety only, to the Lender and/or its Affiliates the prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (Aincluding, without limitation, all “Obligations” as such term is defined in the Credit Agreement and all obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of Borrower and each Guarantor now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement or any other Loan Document to which Borrower or any Guarantor is a Party and the due performance and compliance by Borrower and each Guarantor with all of the terms, conditions and agreements contained in each such Loan Document (all such obligations and liabilities being herein collectively called the “Credit Agreement Obligations”); (ii) the principal full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of and any and all accrued and unpaid interest obligations (including interest which otherwise may cease to accrue by operation of any insolvency lawobligations which, rule, regulation or interpretation thereofbut for the automatic stay under Section 362(a) on the Advances, all reimbursement and other obligations of the Company Bankruptcy Code, would become due) and liabilities of each Account Party under each Borrower now existing or hereafter incurred under, arising out of or in connection with (x) any Interest Rate Protection or Other Hedging Agreement, whether such Interest Rate Protection or Other Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by Borrower with all of the terms, conditions and agreements contained therein and (y) the US Bank Letter of Credit and Facility up to a maximum amount of $2,000,000 (provided that at no time shall there be more than $2,000,000 under the US Bank Letter of Credit Documents and Facility secured by the Security Documents) (all other obligations of the Company foregoing, collectively, the “Guaranteed Obligations”). In case of the failure of Borrower or any Guarantor to duly, punctually and of indefeasibly make any such payment in full as and when due and payable, each Account Party Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the Lender under the Loan Documents when duesame shall become due and payable, whether by scheduled on the due date therefor, upon stated maturity, acceleration by acceleration, upon demand or otherwise, all in accordance with the terms of this Guarantee, the Credit Agreement and the other Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender in connection with enforcing any obligations of the Company or of any Account Party, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents to be performed or observed on the part of the Company and of each Account Party and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lender in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the “Guaranteed Obligations”). (b) If for any reason any dutyNotwithstanding anything to the contrary contained in this Guarantee, agreement or obligation the obligations and liabilities of each of the Company Guarantors pursuant to this Guarantee shall at all times be subject to each such Guarantor’s Limit of Liability. (c) No payment or payments made by Borrower, any Guarantor, any other guarantor or any Account Party contained in any Loan Document shall not be performed other Person or observed received or collected by the Company Agent or any Account Party as provided thereinBeneficiary from Borrower, the Guarantor, any other guarantor or if any amount payable under 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 connection with any Loan Document payment of the Guaranteed Obligations shall not be paid in full when deemed to modify, reduce, release or otherwise affect the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender regardless liability of any defense Guarantor hereunder which shall, notwithstanding any such payment or setoff payments other than payments made by or counterclaim which received or collected from such Guarantor in respect of the Company or any Account Party may have or assertGuaranteed Obligations, and regardless remain liable for the Guaranteed Obligations up to its Limit of any other condition or contingencyLiability.

Guarantee of Obligations. (a) A. Each Guarantor hereby hereby, jointly and ------------------------ severally; (i) guaranteesguarantees to the Lenders, as principal obligor and not as surety only, to the Lender and/or its Affiliates the prompt payment of (A) the principal of and payment, when due, whether by scheduled maturity, acceleration or otherwise, any and all Advances made to the Borrowers pursuant to the Loan Agreement and accrued and unpaid interest thereon (including interest which may otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Company and of each Account Party to the Lender under the Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, and all in accordance with the terms other indebtedness of the Loan DocumentsBorrowers to the Lenders, whether now existing or hereafter arising, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender Administrative Agent in connection with enforcing any obligations of the Company or of any Account PartyBorrower thereunder, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and counsel; (Bii) all other obligations, indebtedness and liabilities of the Borrower guarantees to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during Agents and the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iii) guarantees Lenders the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents Operative Documents, within any grace period applicable thereto, to be performed or observed on the part of the Company Borrowers; (iii) guarantees to the Lenders the prompt payment of all indebtedness, obligations and liabilities of the Borrowers or any Subsidiary in respect of any interest rate or currency swap agreements or other similar transactions with any Lender; (iv) guarantees to the Lenders the prompt and complete payment of any and all other indebtedness, obligations and liabilities of each Account Party of the Borrowers and their respective Subsidiaries to any Agent or any Lender, whether now existing or hereafter arising, direct or indirect (ivincluding without limitation, any participation interest acquired by any Lender in such indebtedness, obligations or liabilities of any Borrower to any other person), absolute or contingent, joint and/or several, secured or unsecured, arising by operation of law or otherwise, and whether incurred by any Borrower as principal, surety, endorser, guarantor, AMENDED AND RESTATED GUARANTY AGREEMENT --------------------------------------- accommodation party or otherwise, including without limitation any increase in the indebtedness, obligations and liabilities guaranteed hereby (and each Guarantor hereby acknowledges and agrees that any such increase shall be guaranteed hereby); and (v) agrees to make prompt paymentpayment to the Administrative Agent, on demand, of any and all reasonable costs and expenses incurred by the Lender Administrative Agent in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all counsel. All of the foregoing being above-described indebtedness, obligations, liabilities and undertakings are collectively referred to as the “"Guaranteed Obligations”). (b) If ". It is ---------------------- expressly understood and agreed that, for any reason any dutypurposes of this Guaranty, agreement or obligation references to the Lenders shall include, and the benefit of this Guaranty shall extend to, all foreign branches and all foreign affiliates of each of the Company or any Account Party contained in any Loan Document Lenders and the Guaranteed Obligations shall not be performed or observed by include all of the Company or any Account Party as provided thereinabove-described indebtedness, or if any amount payable under or in connection with any Loan Document shall not be paid in full when the same becomes due obligations, liabilities and payable, each Guarantor undertakes undertakings whether owed to perform or cause to be performed promptly each of the Lenders or to any of such duties, agreements and obligations and to pay forthwith each such amount to the Lender regardless of any defense foreign branches or setoff or counterclaim which the Company or any Account Party may have or assert, and regardless of any other condition or contingencyforeign affiliates.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lender and/or its Affiliates the prompt and complete payment of (A) the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement indebtedness and other obligations of the Company Borrower and the Borrowing Subsidiaries now or hereafter owing to the Lenders or the Agent under or on account of each Account Party under each the Credit Agreement, any Security Document or any Letter of Credit Credit, notes or other instruments issued to the Agent or any Lender pursuant thereto, or any other Loan Document, (ii) the prompt and complete payment of all Hedging Obligations of any Borrower or Guarantor owing to any Lender or any Affiliate of any Lender and (iii) the Letter prompt and complete payment of Credit Documents all indebtedness and obligations of the Borrower pursuant to the Mexican Facility Tranche A Guaranty, (iv) the prompt and complete payment of all other obligations indebtedness of the Company and of each Account Party to the Lender any other Guarantor under the Loan Documents when dueany Guaranty, whether by scheduled maturityin all cases, acceleration or otherwise, all in accordance with the terms of the Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender in connection with enforcing any obligations of the Company or of any Account Partykind or nature, howsoever created or evidenced and whether now or hereafter existing, direct or indirect (including without limitation the reasonable fees and disbursements of counsel and any participation interest acquired by any Lender in all cases whether now existing any such indebtedness, obligations or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating Borrowing Subsidiary to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measuresperson), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct joint and/or several, secured or indirectunsecured, liquidated arising by operation of law or unliquidatedotherwise, and whether incurred by the Borrower or any Borrowing Subsidiary as principal, surety, endorser, guarantor, accommodation party or otherwise, including without limitation all principal and all interest (iii) guarantees including any interest accruing subsequent to any petition filed by or against the prompt Borrower or any Borrowing Subsidiary under the U.S. Bankruptcy Code), indemnity and punctual performance reimbursement obligations, charges, expenses, fees, attorneys' fees and observance disbursements and any other amounts owing thereunder (all of each the aforesaid indebtedness, obligations and every term, covenant or agreement contained in the Loan Documents to be performed or observed on the part liabilities of the Company and its Subsidiaries being herein called the "Secured Obligations", and all of each Account Party the documents, agreements and instruments among the Company, the Subsidiaries, the Agent, the Lenders, or any of them, evidencing or securing the repayment of, or otherwise pertaining to, the Secured Obligations being herein collectively called the "Operative Documents"); and (ivv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lender Lenders or the Agent in connection with enforcing the obligations of the Guarantors any Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the “"Guaranteed Obligations”"). (b) If for any reason any duty, agreement or obligation of the Company Borrower or any Account Party the Borrowing Subsidiary contained in any Loan Operative Document shall not be performed or observed by the Company Borrower or any Account Party the Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with any Loan Operative Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender Agent for the account of the Lenders regardless of any defense or setoff or counterclaim which the Company Borrower or any Account Party the Borrowing Subsidiary or the Guarantor may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) A. Each Guarantor hereby hereby, jointly and ------------------------ severally: (i) guaranteesguarantees to the Lenders, as principal obligor and not as surety only, to the Lender and/or its Affiliates the prompt payment of (A) the principal of and payment, when due, whether by scheduled maturity, acceleration or otherwise, any and all Advances made to the Borrowers pursuant to the Loan Agreement and accrued and unpaid interest thereon (including interest which may otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Company and of each Account Party to the Lender under the Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, and all in accordance with the terms other indebtedness of the Loan DocumentsBorrowers to the Lenders, whether now existing or hereafter arising, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender Administrative Agent in connection with enforcing any obligations of the Company or of any Account PartyBorrower thereunder, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and counsel; (Bii) all other obligations, indebtedness and liabilities of the Borrower guarantees to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during Agents and the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iii) guarantees Lenders the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents Operative Documents, within any grace period applicable thereto, to be performed or observed on the part of the Company Borrowers; (iii) guarantees to the Lenders the prompt payment of all indebtedness, obligations and liabilities of the Borrowers or any Subsidiary in respect of any interest rate or currency swap agreements or other similar transactions with any Lender; (iv) guarantees to the Lenders the prompt and complete payment of any and all other indebtedness, obligations and liabilities of each Account Party of the Borrowers and their respective Subsidiaries to any Agent or any Lender, whether now existing or GUARANTY AGREEMENT ------------------ 2 hereafter arising, direct or indirect (ivincluding without limitation, any participation interest acquired by any Lender in such indebtedness, obligations or liabilities of any Borrower to any other person), absolute or contingent, joint and/or several, secured or unsecured, arising by operation of law or otherwise, and whether incurred by any Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise, including without limitation any increase in the indebtedness, obligations and liabilities guaranteed hereby (and each Guarantor hereby acknowledges and agrees that any such increase shall be guaranteed hereby); and (v) agrees to make prompt paymentpayment to the Administrative Agent, on demand, of any and all reasonable costs and expenses incurred by the Lender Administrative Agent in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, limitation the reasonable fees and disbursements of counsel (all counsel. All of the foregoing being above-described indebtedness, obligations,liabilities and undertakings are collectively referred to as the “"Guaranteed. ---------- Obligations". It is expressly understood and agreed that, for purposes of this ----------- Guaranty, references to the Lenders shall include, and the benefit of this Guaranty shall extend to, all foreign branches and all foreign affiliates of each of the Lenders and the Guaranteed Obligations”)Obligations shall include all of the above-described indebtedness, obligations, liabilities and undertakings whether owed to each of the Lenders or to any of such foreign branches or foreign affiliates. (b) If for any reason any duty, agreement or obligation of the Company or any Account Party Borrower contained in any Loan Document the Operative Documents shall not be performed or observed by the Company or any Account Party Borrower as provided therein, or if any amount payable under or in connection with any Loan Document the Operative Documents shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly performed, within any grace period applicable thereto, each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender Administrative Agent for the benefit of the Lenders regardless of any defense or setoff or counterclaim which the Company or any Account Party Borrower may have or assert, and regardless of any other condition or contingency. (c) The books and records of each of the Lenders and any certificate delivered by any Lender to the Guarantors in respect thereof, shall be prima facie evidence of the amount owing and unpaid in respect of the Guaranteed Obligations. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any Borrower to pay such amount or the obligations of the Guarantors hereunder with respect thereto.

Guarantee of Obligations. (a) A. Each Guarantor hereby hereby, jointly and severally: (i) guaranteesguarantees to the Lenders, as principal obligor and not as surety only, to the Lender and/or its Affiliates the prompt payment of (A) the principal of and payment, when due, whether by scheduled maturity, acceleration or otherwise, any and all Advances made to the Borrowers pursuant to the Loan Agreement and accrued and unpaid interest thereon (including interest which may otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Company and of each Account Party to the Lender under the Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, and all in accordance with the terms other indebtedness of the Loan DocumentsBorrowers to the Lenders, whether now existing or hereafter arising, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender Administrative Agent in connection with enforcing any obligations of the Company or of any Account PartyBorrower thereunder, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and counsel; (Bii) all other obligations, indebtedness and liabilities of the Borrower guarantees to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during Agents and the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iii) guarantees Lenders the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents Operative Documents, within any grace period applicable thereto, to be performed or observed on the part of the Company Borrowers; (iii) guarantees to the Lenders the prompt payment of all indebtedness, obligations and liabilities of the Borrowers or any Subsidiary in respect of any interest rate or currency swap agreements or other similar transactions with any Lender; (iv) guarantees to the Lenders the prompt and complete payment of any and all other indebtedness, obligations and liabilities of each Account Party of the Borrowers and their respective Subsidiaries to any Agent or any Lender, whether now existing or hereafter arising, direct or indirect (ivincluding without limitation, any participation interest acquired by any Lender in such indebtedness, obligations or liabilities of any Borrower to any other person), absolute or contingent, joint and/or several, secured or unsecured, arising by operation of law or otherwise, and whether incurred by any Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise, including without limitation any increase in the indebtedness, obligations and liabilities guaranteed hereby (and each Guarantor hereby acknowledges and agrees that any such increase shall be guaranteed hereby); and AMENDED AND RESTATED GUARANTY AGREEMENT --------------------------------------- (v) agrees to make prompt paymentpayment to the Administrative Agent, on demand, of any and all reasonable costs and expenses incurred by the Lender Administrative Agent in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all counsel. All of the foregoing being above-described indebtedness, obligations, liabilities and undertakings are collectively referred to as the “"Guaranteed Obligations”)". It is expressly understood and agreed that, for purposes of this Guaranty, references to the Lenders shall include, and the benefit of this Guaranty shall extend to, all foreign branches and all foreign affiliates of each of the Lenders and the Guaranteed Obligations shall include all of the above-described indebtedness, obligations, liabilities and undertakings whether owed to each of the Lenders or to any of such foreign branches or foreign affiliates. (b) If for any reason any duty, agreement or obligation of the Company or any Account Party Borrower contained in any Loan Document the Operative Documents shall not be performed or observed by the Company or any Account Party Borrower as provided therein, or if any amount payable under or in connection with any Loan Document the Operative Documents shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly performed, within any grace period applicable thereto, each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender Administrative Agent for the benefit of the Lenders regardless of any defense or setoff or counterclaim which the Company or any Account Party Borrower may have or assert, and regardless of any other condition or contingency. (c) The books and records of each of the Lenders and any certificate delivered by any Lender to the Guarantors in respect thereof, shall be prima facie evidence of the amount owing and unpaid in respect of the Guaranteed Obligations. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any Borrower to pay such amount or the obligations of the Guarantors hereunder with respect thereto.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lender and/or its Affiliates the prompt payment of (A) the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances, all reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Company and of each Account Party to the Lender under the Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Lender in connection with enforcing any obligations of the Company or of any Account Party, including without limitation the reasonable fees and disbursements of counsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due due, or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in the Loan Documents to be performed or observed on the part of the Company and of each Account Party and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lender in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the “Guaranteed Obligations”). (b) If for any reason any duty, agreement or obligation of the Company or any Account Party contained in any Loan Document shall not be performed or observed by the Company or any Account Party as provided therein, or if any amount payable under or in connection with any Loan Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Lender regardless of any defense or setoff or counterclaim which the Company or any Account Party may have or assert, and regardless of any other condition or contingency.