Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 3 contracts
Samples: Rental Agreement, Rental Agreement, Rental Agreement
Guarantors. 18.1. 18.1 Each Guarantor: a :
(a) Guarantees (jointly and severally if more than one) repayment to Cabins to Rent the Xxxxxx of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b .
(b) Acknowledges that Cabins to Rent the Xxxxxx has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent the Xxxxxx might not have done so without the Guarantor’s guarantee, and that Cabins to Rent the Xxxxxx doing so is a benefit to the Guarantor. c .
(c) Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d .
(d) Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rentthe Xxxxxx, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent the Xxxxxx against any resulting Lossloss, and will pay the amount of any such Loss loss to Cabins to Rent the Xxxxxx as a principal debtor and on demand. f .
(e) Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i :
(i) This Agreement being unenforceable or otherwise defective; or ii or
(ii) Any variation or release of this Agreement, or any other Guarantor; or iii (iii) Any concessions by Cabins to Rent the Xxxxxx to the Hirer or to any other Guarantor; or iv (iv) The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 2 contracts
Samples: Cabin Rental Agreement, Cabin Rental Agreement
Guarantors. 18.1. 18.1 Each Guarantor: a :
(a) Guarantees (jointly and severally if more than one) repayment to Cabins to Rent Xxxxxx.Xxxxxx of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b .
(b) Acknowledges that Cabins to Rent Xxxxxx.Xxxxxx has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent Xxxxxx.Xxxxxx might not have done so without the Guarantor’s guarantee, and that Cabins to Rent Xxxxxx.Xxxxxx doing so is a benefit to the Guarantor. c .
(c) Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d .
(d) Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to RentXxxxxx.Xxxxxx, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent Xxxxxx.Xxxxxx against any resulting Lossloss, and will pay the amount of any such Loss loss to Cabins to Rent Xxxxxx.Xxxxxx as a principal debtor and on demand. f .
(e) Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i :
(i) This Agreement being unenforceable or otherwise defective; or ii or
(ii) Any variation or release of this Agreement, or any other Guarantor; or iii (iii) Any concessions by Cabins to Rent Xxxxxx.Xxxxxx to the Hirer or to any other Guarantor; or iv (iv) The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 2 contracts
Samples: Cabin Rental Agreement, Cabin Rental Agreement
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins Xxxxxx to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 2 contracts
Samples: Rental Agreement, Rental Agreement
Guarantors. 18.1. Each Guarantor: If any Subsidiary of a Guarantees Loan Party is formed or acquired after the Agreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (jointly or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date:
(i) the Borrower will cause each such Subsidiary (other than an Excluded Subsidiary) to (A) execute and severally if deliver a Subsidiary Joinder Agreement and a Perfection Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (it being understood that a pledge of Voting Equity Interests in any Foreign Subsidiary or Foreign Subsidiary Holdco shall not include more than one) repayment 65% of the Voting Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco if a pledge of a greater percentage would result in material adverse tax consequences to Cabins to Rent of all amounts payable the Borrower and its Subsidiaries (as reasonably determined by the Hirer Borrower in consultation with Administrative Agent)),
(ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, the Borrower will cause such Equity Interests to be pledged pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA andCollateral Documents, to the extent permissible required by lawthe Collateral and Guarantee Requirement, waives any notices not later than the tenth Business Day after the date on which such Subsidiary is formed or rights acquired (it being understood that Voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary or Foreign Subsidiary Holdco shall not include more than 65% of the Voting Equity Interests of such Subsidiary if a pledge of a Debtor under PPSA greater percentage would result in material adverse tax consequences to the extent inconsistent Borrower and its Subsidiaries (as reasonably determined by the Borrower in consultation with these terms. h Acknowledges that Administrative Agent)),
(iii) the Borrower will cause each such Subsidiary to become a party to the Master Intercompany Note not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, and
(iv) the Borrower will deliver or cause to be delivered to the Administrative Agent such certificates and legal opinions as would have been required had such Subsidiary been a Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely on the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorClosing Date.
Appears in 2 contracts
Samples: Credit Agreement (Franchise Group, Inc.), Credit Agreement (Liberty Tax, Inc.)
Guarantors. 18.1. Each (a) In the event that (i) Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor: a Guarantees (jointly , then such Subsidiary shall execute and severally if more than one) repayment to Cabins to Rent of all amounts payable by deliver the Hirer pursuant to this Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and the performance of all such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Hirer’s obligations under this Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder.
(b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder.
(c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. b Acknowledges that Cabins The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Rent has entered into this Agreement the Guarantors, if any, to be true and correct with respect to each such Subsidiary, or Controlled JV Entity. In connection with the Hirer at the request delivery of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, Guaranty or perform any obligation, under this such Joinder Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent Borrower shall deliver to the Hirer or to any Agent such organizational agreements, resolutions, consents, opinions and other Guarantor; or iv The insolvency, bankruptcy or liquidation (documents and instruments as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorAgent may reasonably require.
Appears in 2 contracts
Samples: Credit Agreement (Mid-America Apartments, L.P.), Credit Agreement (Mid-America Apartments, L.P.)
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent The Company will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of all amounts payable by the Hirer pursuant to this Credit Agreement, to deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation) the following items:
(i) a duly executed Joinder to the Subsidiary Guaranty in the form attached as Exhibit 9.9;
(ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the performance Subsidiary Guaranty, as applicable; and
(iii) an opinion of all counsel (who may be in-house counsel for the Company) addressed to each of the Hirer’s obligations under this Agreement. b Acknowledges holders of the Notes satisfactory to the Required Holders, to the effect that Cabins the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The holders of the Notes agree to Rent has entered into this Agreement with discharge and release any Guarantor from the Hirer at Subsidiary Guaranty upon the written request of the GuarantorCompany, provided that Cabins (i) such Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Company so certifies to Rent might not have done so without the Guarantor’s guaranteeholders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and that Cabins to Rent doing so is a benefit (iii) if any fee or other form of consideration (including but not limited to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor granting of a security interest in collateral) is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or given to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) holder of Indebtedness of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” Company for the purposes purpose of such release, holders of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorNotes shall receive equivalent consideration.
Appears in 2 contracts
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc), Note Purchase Agreement (Vectren Corp)
Guarantors. 18.1. Each Guarantor: The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantees Guarantor (jointly and severally if more than onefrom and after the Effective Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all days after becoming a Material Domestic Subsidiary of the Hirer’s obligations Borrower, an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement. b Acknowledges )), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that Cabins to Rent has entered into this Agreement with upon the Hirer at the Borrower’s written request of and certification to the GuarantorAdministrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that Cabins if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to Rent might not have done so without re-execute the Guarantor’s guaranteeGuarantor Supplement and re-deliver such resolutions, opinions of counsel, and that Cabins such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Rent doing so is a benefit Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Guarantor. c Agrees Subsidiaries that if are required to become Guarantors pursuant to the Hirer does not pay any amount, or perform any obligation, under this Agreementforegoing, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee Borrower may, at its sole election at any time and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees thatfrom time to time, without limiting clause 18.1c, if for cause any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins other Subsidiary to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as become a Guarantor are absolute by executing and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent delivering to the Hirer or to Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release Subsidiary that becomes a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, pursuant to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if preceding sentence that has not occurred, that is solely since become a Material Domestic Subsidiary to cease being a Guarantor at any time by notice to the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorAdministrative Agent.
Appears in 1 contract
Guarantors. 18.1. Each a) In the event that (i) Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor: a Guarantees (jointly , then such Subsidiary shall execute and severally if more than one) repayment to Cabins to Rent of all amounts payable by deliver the Hirer pursuant to this Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and the performance of all such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Hirer’s obligations under this Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder.
b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder.
c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. b Acknowledges that Cabins The Borrower shall further cause all applicable representations and warranties in the Loan Documents with respect to Rent has entered into this Agreement the Guarantors, if any, to be true and correct in all material respects with respect to each such Subsidiary, or Controlled JV Entity with the Hirer same effect as if made at the request and as of the Guarantor, that Cabins time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to Rent might not have done so without the Guarantor’s guaranteebe true and correct only as of such specified date, and that Cabins any representation or warranty that is qualified by any materiality standard shall be required to Rent doing so is a benefit to be true and correct in all respects). In connection with the Guarantor. c Agrees that if delivery of the Hirer does not pay any amount, Guaranty or perform any obligation, under this such Joinder Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent Borrower shall deliver to the Hirer or to any Agent such organizational agreements, resolutions, consents, opinions and other Guarantor; or iv The insolvency, bankruptcy or liquidation (documents and instruments as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorAgent may reasonably require.
Appears in 1 contract
Guarantors. 18.1. Each Guarantor: If any Subsidiary of a Guarantees Loan Party is formed or acquired after the Agreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within 30 days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (jointly or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date:
(i) the Borrower will cause each Loan Party and severally if each of its Subsidiaries (other than an Excluded Subsidiary) to (A) execute and deliver a Subsidiary Joinder Agreement in form and substance satisfactory to the Administrative Agent and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (it being understood that a pledge of Voting Equity Interests in any Controlled Foreign Corporation or Foreign Subsidiary Holdco shall not include more than one) repayment 65% of the Voting Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco if a pledge of a greater percentage would result in material adverse tax consequences to Cabins to Rent of all amounts payable each Loan Party and its Subsidiaries (as reasonably determined by the Hirer Borrower in consultation with Administrative Agent));
(ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, the Borrower will cause such Equity Interests to be pledged pursuant to this Agreement, and the performance of all Collateral Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired (it being understood that Voting Equity Interests in each such Subsidiary that is a Controlled Foreign Corporation or Foreign Subsidiary Holdco shall not include more than 65% of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request Voting Equity Interests of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is such Subsidiary if a benefit pledge of a greater percentage would result in material adverse tax consequences to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee Loan Party and this Agreement its Subsidiaries (as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable reasonably determined by the Hirer under this Agreement Borrower in consultation with Administrative Agent));
(iii) [Reserved], and
(iv) the Borrower will deliver or any collateral securities are not recoverable by Cabins cause to Rent, whether be delivered to the Administrative Agent such certificates and legal opinions as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any would have been required had such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as Subsidiary been a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to on the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorClosing Date.
Appears in 1 contract
Samples: Credit Agreement
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges The Company will cause any Subsidiary that Cabins to Rent has entered into this Agreement with the Hirer guarantees or otherwise becomes liable at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Renttime, whether as a matter borrower or an additional or co-borrower or otherwise, for or in respect of law or as a matter any Indebtedness under the Credit Agreement, to deliver to each of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay holders of the amount Notes (concurrently with the incurrence of any such Loss to Cabins to Rent as obligation) the following items:
(i) a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent duly executed Joinder to the Hirer or Subsidiary Guaranty in the form attached as Exhibit 9.9;
(ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to any other Guarantorthe effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; or iv The insolvency, bankruptcy or liquidation and
(as appropriateiii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes holders of the PPSA andNotes satisfactory to the Required Holders, to the extent permissible effect that the Subsidiary Guaranty by lawsuch Person has been duly authorized, waives executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The holders of the Notes agree to discharge and release any notices Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) such Guarantor has been released and discharged (or rights will be released and discharged concurrently with the release of such Guarantor under the Subsidiary Guaranty) as a borrower, co-borrower and guarantor under and in respect of the Credit Agreement and the Company so certifies to the holders of the Notes in a certificate of a Debtor under PPSA Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the extent inconsistent with these terms. h Acknowledges holders of the Notes stating that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely madeno Default or Event of Default exists, and as (iii) if any fee or other form of consideration (including but not limited to the granting of a result security interest in collateral) is given to any holder of Indebtedness of the Guarantor irrevocably waives any rights which Company for the lack purpose of that independent advice might otherwise have given such release, holders of the GuarantorNotes shall receive equivalent consideration.
Appears in 1 contract
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc)
Guarantors. 18.1(a) Subject to the provisions set forth below, the Borrower shall cause each of its Material Subsidiaries to execute and deliver to the Agent the Subsidiary Guaranty or a joinder thereto. In the event that the Borrower shall request that a Property owned or leased by a Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16, cause each Subsidiary Owner and Indirect Owner in respect thereof to execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) or (c) of the definition thereof, the Borrower shall cause such Subsidiary (and, in the case of a Material Subsidiary pursuant to clause (b) of the definition thereof, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein) to execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each Guarantor: such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantees Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of any joinder to the Subsidiary Guaranty as provided for herein, the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.
(jointly b) In the event that the Borrower shall request that a Property owned or leased, directly or indirectly, by a Qualified Joint Venture be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16 and severally if more than oneSection 6.10(a), cause each Qualified Joint Venture Minority Owner of such Qualified Joint Venture to execute and deliver to Agent the Joint Venture Guaranty or a joinder thereto, and such Qualified Joint Venture Minority Owner shall thereby become a Joint Venture Guarantor hereunder. Each such Qualified Joint Venture Minority Owner shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Joint Venture Guarantors to be true and correct with respect to each such Qualified Joint Venture Minority Owner. In connection with the delivery of the Joint Venture Guaranty or any joinder thereto as provided for herein, the Borrower shall deliver, or cause to be delivered, to the Agent (i) repayment to Cabins to Rent of all amounts payable the extent requested by the Hirer Agent or any Lender, all information and documentation regarding any such new Joint Venture Guarantor that is required under the Patriot Act and similar “know your customer” requirements, and (ii) such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.
(c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Subsidiary Guarantor or a Joint Venture Guarantor from the applicable Guaranty so long as: (i) such Guarantor is not (or simultaneously upon its release as a Guarantor will not be) required to be a party to the Guaranty under the immediately preceding subsection (a) or (b), (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iv) the Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the provisions of this Section 6.10(c) shall not apply to the REIT.
(d) Notwithstanding the terms of Section 6.10(a) and Section 6.10(c), from and after any date that Agent receives written notice from the Borrower that the Borrower has obtained an Investment Grade Rating, then (i) subject to the terms of this Section 6.10(d), Material Subsidiaries pursuant to clauses (a) and (c) of the definition thereof shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly release such Material Subsidiaries from the performance Guaranty; provided, however, that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary within the meaning of clause (b) of the definition thereof shall be released. If, at any time after the Borrower obtains an Investment Grade Rating, the Borrower no longer has and maintains an Investment Grade Rating, the Borrower shall within thirty (30) days after such occurrence cause all Material Subsidiaries to once again become Guarantors by (x) executing a joinder to the Subsidiary Guaranty (or, if a Subsidiary Guaranty is not in effect at such time, by executing and delivering a Subsidiary Guaranty), and (y) further causing to be satisfied within such thirty (30) day period all of the Hirer’s obligations under this Agreement. b Acknowledges provisions of Section 6.10(a) that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit would be applicable to the addition of a new Guarantor. c Agrees that In no event shall the provisions of this Section 6.10(d) entitle the REIT or any Joint Venture Guarantor to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Hirer does not pay any amount, or perform any obligation, under this AgreementBorrower has an Investment Grade Rating, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting provisions of clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriateb) of the Hirer or any other Guarantor; or v Any other act, omission, or rule definition of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law Material Subsidiary shall be applicable to a different effect. g Acknowledges that Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor is not a “Debtor” for in accordance with the purposes provisions of Section 6.10(a) regardless of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorBorrower having obtained such Investment Grade Rating.
Appears in 1 contract
Guarantors. 18.1. Each Guarantor: a Guarantees guarantees (jointly and severally if more than one) repayment to Waikato Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Waikato Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Waikato Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Waikato Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to RentWaikato Cabins, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Waikato Cabins to Rent against any resulting Loss, Loss and will pay the amount of any such Loss to Waikato Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This this Agreement being unenforceable or otherwise defective; or ii Any any variation or release of this Agreement, or any other Guarantor; or iii Any any concessions by Waikato Cabins to Rent to the Hirer or to any other Guarantor; or iv The the insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 1 contract
Samples: Rental Agreement
Guarantors. 18.1. Each Guarantor: a Guarantees (Guarantors of Lessee’s obligations herein assumed and guarantors of the promissory note issued by reason of this agreement also appear under condition of joint and several debtors, expressly agreeing to what is established herein, and be jointly and severally if more than one) repayment to Cabins to Rent severally, unconditionally, irrevocably and irreversibly responsible with Lessee for full and complete settlement of all amounts payable by the Hirer pursuant to Financial Obligations, commitment fee, default interest, penalties, interest of 1% per month, attorney fees, costs, expenses and other comminations expressed in this Agreement, confirming and recognizing them as a liquid and due right. Sole paragraph - In the performance case of one or more Guarantors qualified in the preamble, or one or more Guarantors qualified in the attached bail instrument to this Agreement become bankrupted, insolvent , subject to judicial or extrajudicial intervention, special administration regime or liquidation (or plead any these schemes), come to death or, even if their economic and financial situation deteriorate to the point of making them not idoneous based solely on the parameters used by Lessor, then Lessee is required to appoint new Guarantors and/or bailees within 5 (five) days due to the obligations of this Agreement such Guarantors and bailees with free real estate, unhindered and unencumbered, sufficient to meet all of monetary obligations then due and falling due. The term stipulated herein for such appointment shall be counted from the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request application of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, bankruptcy or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, insolvency declaration or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omissionabove schemes, or rule death, or even from written notice given by Lessor to Lessee asking it to replace Guarantors and/or bailees in view of law which would, were it not for this clause, release a guarantor or indemnifier, the precarious economic and irrevocably waives any rule of law to a different effectfinancial situation presented. g Acknowledges that If the Guarantor appointment is not a “Debtor” for made within above stipulated term and / or if appointments do not show the purposes conditions listed above, the Agreement may be terminated at the Lessor sole discretion with application, of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these all terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantorcontained in Clause 22 without exception.
Appears in 1 contract
Samples: Leasing Agreement (Midas Medici Group Holdings, Inc.)
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent The Guarantors as of all amounts payable the date hereof are set forth on Schedule 10.14 hereto.
(b) Upon any Subsidiary guaranteeing any public debt securities issued or guaranteed by the Hirer Borrower or any other Material Indebtedness of the Borrower, within thirty (30) days thereafter, the Borrower shall cause such Subsidiary to execute the Guarantee Agreement pursuant to this an Addendum thereto in the form of Annex I to the Guarantee Agreement, and in the performance case of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins a Significant Subsidiary, to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA anddeliver documentation, to the extent permissible requested by lawthe Administrative Agent, waives similar to that described in Section 5.01(c) and (d) relating to the authorization for, execution and delivery of, and validity of such Significant Subsidiary’s obligations as a Guarantor, such documentation to be in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Borrower covenants and agrees with the Lenders that each Specified Guarantor is, and shall remain, an entity organized under the laws of any notices jurisdiction within the United States. For the avoidance of doubt, this Section 10.14(c) shall not prohibit any merger or rights consolidation of a Debtor under PPSA Specified Guarantor; provided, that, in accordance with the definition of “Specified Guarantor”, any Person into which such Specified Guarantor is merged or consolidated, or to which all or substantially all of its assets are sold, transferred or disposed, shall become a Specified Guarantor and be subject to the extent inconsistent with these termsprovisions of this Section 10.14(c).
(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the release of any Guarantor (other than any Specified Guarantor) from its guarantee of any and all public debt securities issued or guaranteed by the Borrower, such Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under the Guarantee Agreement without any further action required on the part of the Administrative Agent or any Lender. h Acknowledges At the request and sole expense of the Borrower following any such release and discharge, the Administrative Agent shall execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such release and discharge. For the avoidance of doubt, it is agreed and understood that any release of any Specified Guarantor from its obligations under the Guarantor has either had independent legal advice prior Guarantee Agreement shall be subject to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorSection 10.01.
Appears in 1 contract
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges The Company will cause any Subsidiary that Cabins to Rent has entered into this Agreement with the Hirer guarantees or otherwise becomes liable at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Renttime, whether as a matter borrower or an additional or co-borrower or otherwise, for or in respect of law or as a matter any Indebtedness under any Material Credit Facility, to deliver to each of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay holders of the amount Notes (concurrently with the incurrence of any such Loss to Cabins to Rent as obligation) the following items:
(i) a principal debtor duly executed Guaranty in form and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent substance reasonably satisfactory to the Hirer or Required Holders (the “Subsidiary Guaranty”);
(ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to any other Guarantorthe effect of those contained in Section 6 which the Company provided at Closing but with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; or iv The insolvency, bankruptcy or liquidation and
(as appropriateiii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes holders of the PPSA andNotes satisfactory to the Required Holders, to the extent permissible effect that the Subsidiary Guaranty by lawsuch Person has been duly authorized, waives executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, and such other matters, including assumptions and qualifications, that are consistent with the opinion letters delivered pursuant to Section 4.9 (but as to such Subsidiary Guarantor and the Subsidiary Guaranty).
(b) The holders of the Notes agree to discharge and release any notices Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or rights will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as a borrower, co-borrower and guarantor under and in respect of all Material Credit Facilities and the Company so certifies to the holders of the Notes in a certificate of a Debtor under PPSA Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the extent inconsistent with these terms. h Acknowledges holders of the Notes stating that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely madeno Default or Event of Default exists, and as (iii) if any fee or other form of consideration (including but not limited to the granting of a result security interest in collateral) is given to any holder of Indebtedness of the Guarantor irrevocably waives any rights which Company for the lack purpose of that independent advice might otherwise have given such release, holders of the GuarantorNotes shall receive equivalent consideration.
Appears in 1 contract
Samples: Note Purchase Agreement (Centerpoint Energy Resources Corp)
Guarantors. 18.1. 18.1 Each Guarantor: a :
(a) Guarantees (jointly and severally if more than one) repayment to Wheely Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b .
(b) Acknowledges that Wheely Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Wheely Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Wheely Cabins to Rent doing so is a benefit to the Guarantor. c .
(c) Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d .
(d) Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to RentXxxxxx Xxxxxx, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Wheely Cabins to Rent against any resulting Lossloss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f loss to
(e) Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i (i) This Agreement being unenforceable or otherwise defective; or ii (ii) Any variation or release of this Agreement, or any other Guarantor; or iii (iii) Any concessions by Wheely Cabins to Rent to the Hirer or to any other Guarantor; or iv (iv) The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v (v) Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g .
(f) Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h .
(g) Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 1 contract
Samples: Cabin Rental Agreement
Guarantors. 18.1. If this Agreement contains the signature of a Guarantor, each Guarantor agrees as follows:
(a) Each Guarantor: a Guarantees (, jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreementseverally, and the performance guarantees payment of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement Applicant's Obligations hereunder in accordance with the Hirer at the request terms and conditions hereof.
(b) Each Guarantor agrees that such Guarantor's guarantee of the GuarantorApplicant's Obligations hereunder is absolute, that Cabins to Rent might not have done so without the Guarantor’s guaranteeunconditional and continuing, and that Cabins no notice of the Issuance of any Credit need be given to Rent doing so is a benefit to the such Guarantor. c Agrees that if Such obligations shall be unconditional irrespective of the Hirer does not pay any amountgenuineness, validity or perform any obligation, under this Agreement, enforceability of the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer Obligations of Applicant under this Agreement or, to the fullest extent permitted by applicable law, any other circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor.
(c) Each Guarantor waives any rights such Guarantor may have under. or any collateral securities are not recoverable requirement Imposed by Cabins any statute or regulation that would otherwise require Issuer to Rentproceed first against Applicant or Applicant's assets. Should Issuer seek to enforce the obligations of any Guarantor hereunder, whether as a matter of law or as a matter of facteach Guarantor hereby waives any requirement that issuer first enforce any rights and remedies against Applicant, the Guarantor will indemnify Cabins to Rent against any resulting Lossother Guarantor or against any Collateral which may have been given to secure the Applicant's Obligations hereunder.
(d) Each Guarantor's obligations hereunder shall continue to be effective or be reinstated if at any lime any payment or deposit by or for the account of Applicant Is rescinded or must otherwise be returned by Issuer, including, without limitation, upon the Insolvency, bankruptcy or reorganization of Applicant, as if such payment or deposit had not been made.
(e) Each Guarantor authorizes Issuer and will pay any correspondent, or either of them, without notice to such Guarantor and without affecting such Guarantor's liability hereunder, to rearrange. extend, amend, waive defaults in, compromise or release the Obligations of Applicant, any other Guarantor or any other person (other than such Guarantor), including extensions, amendments, increases or reductions in any Credit; provided, however, without the written consent of such Guarantor, no action referred to above shall have the effect of increasing the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their Guarantor's obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantorhereunder.
Appears in 1 contract
Samples: Irrevocable Standby Letter of Credit (Viper Motorcycle Co)
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent The Company will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of all amounts payable by the Hirer pursuant to this Credit Agreement, to deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation) the following items:
(i) a duly executed Xxxxxxx to the Subsidiary Guaranty in the form attached as Exhibit 9.9;
(ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the performance Subsidiary Guaranty, as applicable; and
(iii) an opinion of all counsel (who may be in-house counsel for the Company) addressed to each of the Hirer’s obligations under this Agreement. b Acknowledges holders of the Notes satisfactory to the Required Holders, to the effect that Cabins the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The holders of the Notes agree to Rent has entered into this Agreement with discharge and release any Guarantor from the Hirer at Subsidiary Guaranty upon the written request of the GuarantorCompany, provided that Cabins (i) such Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Company so certifies to Rent might not have done so without the Guarantor’s guaranteeholders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and that Cabins to Rent doing so is a benefit (iii) if any fee or other form of consideration (including but not limited to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor granting of a security interest in collateral) is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or given to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) holder of Indebtedness of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” Company for the purposes purpose of such release, holders of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorNotes shall receive equivalent consideration.
Appears in 1 contract
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc)
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly a) Subject to clauses (b) and severally if more than one(c) repayment to Cabins to Rent of below, the Borrower at all amounts payable by the Hirer pursuant to this Agreement, and the performance of times shall cause all of the Hirer’s Wholly-Owned Subsidiaries that are guarantors of either or both of (i) the Senior Notes (or any replacement or refinancing debt in respect thereof) and (ii) the obligations under this Agreement. b Acknowledges that Cabins the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), to Rent has entered into be Guarantors.
(b) Within thirty (30) days after any Wholly-Owned Subsidiary becomes a guarantor of the Senior Notes (or any replacement or refinancing debt in respect thereof) or the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), the Borrower shall cause such Wholly-Owned Subsidiary to execute and deliver a Joinder to the Administrative Agent.
(c) If at any time (i) a Guarantor ceases to be a guarantor of the Senior Notes (or any replacement or refinancing debt in respect thereof) and ceases to be a guarantor of the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), (ii) a Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by this Agreement with or (iii) the Hirer at outstanding principal amount of the Senior Notes (or any replacement or refinancing debt in respect thereof) is equal to or less than $150,000,000 and a Guarantor ceases to be a guarantor of the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), (A) such Guarantor shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or Lender, and (B) the Borrower shall provide notice of any such event to the Administrative Agent. Upon the written request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this AgreementBorrower, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for Administrative Agent shall execute any reason any amounts payable documents reasonably requested by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins Borrower in order to Rent, whether as a matter of law or as a matter of fact, acknowledge the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount release of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their Guarantor from its obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.
Appears in 1 contract
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent The Guarantors as of all amounts payable the date hereof are set forth on Schedule 9.14 hereto.
(b) Upon any Subsidiary guaranteeing any public debt securities issued or guaranteed by the Hirer Borrower or any other Material Indebtedness of the Borrower, within thirty (30) days thereafter, the Borrower shall cause such Subsidiary to execute the Guarantee Agreement pursuant to this an Addendum thereto in the form of Annex I to the Guarantee Agreement, and in the performance case of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins a Significant Subsidiary, to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA anddeliver documentation, to the extent permissible requested by lawthe Administrative Agent, waives similar to that described in Sections 4.01(c) and (d) relating to the authorization for, execution and delivery of, and validity of such Significant Subsidiary’s obligations as a Guarantor, such documentation to be in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Borrower covenants and agrees with the Lenders that each Specified Guarantor is, and shall remain, an entity organized under the laws of any notices jurisdiction within the United States. For the avoidance of doubt, this Section 9.14(c) shall not prohibit any merger or rights consolidation of a Debtor under PPSA Specified Guarantor; provided, that, in accordance with the definition of “Specified Guarantor”, any Person into which such Specified Guarantor is merged or consolidated, or to which all or substantially all of its assets are sold, transferred or disposed, shall become a Specified Guarantor and be subject to the extent inconsistent with these termsprovisions of this Section 9.14(c).
(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the release of any Guarantor (other than any Specified Guarantor) from its guarantee of any and all public debt securities issued or guaranteed by the Borrower, such Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under the Guarantee Agreement without any further action required on the part of the Administrative Agent or any Lender. h Acknowledges At the request and sole expense of the Borrower following any such release and discharge, the Administrative Agent shall execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such release and discharge. For the avoidance of doubt, it is agreed and understood that any release of any Specified Guarantor from its obligations under the Guarantor has either had independent legal advice prior Guarantee Agreement shall be subject to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorSection 9.01.
Appears in 1 contract
Samples: Credit Agreement (Fedex Corp)
Guarantors. 18.1. Each Guarantor: The Obligors will cause any Subsidiary which becomes liable for (either as a Guarantees borrower or a guarantor) Indebtedness in respect of any Credit Agreement, to enter into a subsidiary guaranty agreement which shall be in a form substantially comparable to and not more restrictive than such guaranty and otherwise reasonably acceptable to the Obligors and the Required Holders providing for a guaranty of the obligations of the Obligors under the Notes and this Agreement (jointly a “Subsidiary Guaranty”) and severally if more than one) repayment to Cabins deliver to Rent each of all amounts payable by the Hirer holders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to this any Credit Agreement) the following items:
(i) a certificate signed by an authorized Responsible Officer of the Obligors making representations and warranties substantially to the effect of those contained in Sections 5.4(a), 5.6 and 5.7, with respect to such Subsidiary and the performance Subsidiary Guaranty, as applicable; and
(ii) an opinion of all external counsel for the Obligors addressed to each of the Hirer’s obligations under this Agreementholders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). b Acknowledges that Cabins The holders of the Notes agree to Rent has entered into this Agreement with discharge and release any Subsidiary Guarantor from any Subsidiary Guaranty upon the Hirer at the written request of the GuarantorObligors, provided that Cabins (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Obligors so certify to Rent might not have done so without the Guarantor’s guaranteeholders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Obligors shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and that Cabins to Rent doing so (iii) if any fee or other form of consideration is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or given to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) holder of Indebtedness of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” Obligors for the purposes purpose of such release, holders of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorNotes shall receive equivalent consideration.
Appears in 1 contract
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly each Subsidiary of Borrower and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the each other Person who guarantees payment or performance of all the whole or any part of the Hirer’s obligations under this Obligations. Guaranty - each guaranty agreement now or hereafter executed by a Guarantor in favor of Agent with respect to any of the Obligations, including the guaranty contained in Section 15 of the Agreement. b Acknowledges that Cabins Hedging Agreement - any agreement relating to Rent has entered into this Agreement with the Hirer at the request of the Guarantorany swap, that Cabins to Rent might not have done so without the Guarantor’s guaranteecap, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amountfloor, collar, option, forward, cross right or obligation, or perform any obligationcombination thereof or similar transaction, under this Agreementwith respect to interest rate, foreign exchange, currency, commodity, credit or equity risk. Indemnified Amount - in the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees thatcase of Agent Indemnitees, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss loss, cost, expenses or damages suffered or incurred by Agent Indemnitees and against which Lenders or any Obligor have agreed to Cabins indemnify Agent Indemnitees pursuant to Rent the terms of the Agreement or any of the other Loan Documents; in the case of Lender Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by Lender Indemnitees and against which Lenders or any Obligor have agreed to indemnify Lender Indemnitees pursuant to the terms of the Agreement or any of the other Loan Documents; and, in the case of BofA Indemnitees, the amount of any loss, cost, expenses or damages suffered or incurred by BofA Indemnitees and against which Lenders or any Obligor have agreed to indemnify BofA Indemnitees pursuant to the terms of the Agreement or any of the other Loan Documents. Indemnitees – the Agent Indemnitees, the Issuing Bank Indemnitees, the Lender Indemnitees and the BofA Indemnitees. Indenture - that certain Indenture dated as of May 15, 1987, between Xxxxx Yarns, Inc. and Xxxxxx Guaranty Trust Company of New York, as trustee. Initial Lender - BofA in its capacity as the sole Lender on the date hereof. Insolvency Proceeding - any action, case or proceeding commenced by or against a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this AgreementPerson, or any agreement of such Person, for (i) the entry of an order for relief under any chapter of the Bankruptcy Code or other Guarantor; insolvency or iii Any concessions by Cabins to Rent debt adjustment law (whether state, federal or foreign), (ii) the appointment of a receiver, trustee, liquidator or other custodian for such Person or any part of its Property, (iii) an assignment or trust mortgage for the benefit of creditors of such Person, or (iv) the liquidation, dissolution or winding up of the affairs of such Person. Instrument - shall have the meaning ascribed to the Hirer term "instrument" in the UCC. Intellectual Property - Property constituting under any Applicable Law a patent, patent application, copyright, trademark, service xxxx, trade name, mask work, trade secret or license or other right to use any of the foregoing. Intellectual Property Claim - the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that Borrower's ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property is violative of any ownership or other right to use any Intellectual Property of such Person. Interest Expense - with respect to any other Guarantor; Person for any fiscal period, the sum of interest expense (whether cash or iv The insolvency, bankruptcy or liquidation (as appropriatenon-cash) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” such Person determined in accordance with GAAP for the purposes relevant period ended on such date, including (i) amortization of original issue discount on any Indebtedness and of all fees payable in connection with the PPSA and, incurrence of such Indebtedness (to the extent permissible included in interest expense); (ii) the interest portion of any deferred payment obligation; and (iii) the interest component of any Capitalized Lease Obligation. Interest Period - shall have the meaning ascribed to it in Section 2.1.3 of the Agreement. Interest Rate Contract - any interest rate agreement, interest rate collar agreement, interest rate swap agreement, or other agreement or arrangement at any time entered into by lawa Borrower with a Lender or Bank that is designed to protect against fluctuations in interest rates. Inventory - shall have the meaning given to "inventory" in the UCC and shall include all goods intended for sale or lease by Borrower, waives to be furnished by Borrower under contracts of service, or for display or demonstration; all work in process; all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in Borrower's business; and all Documents evidencing and General Intangibles relating to any notices of the foregoing, whether now owned or rights hereafter acquired by Borrower. Inventory Formula Amount - on any date of a Debtor under PPSA determination thereof, an amount equal to the extent inconsistent with these termslesser of (a) $70,000,000 or (b) 85% multiplied by the sum of (w) the NOLV Percentage of the Value of Eligible Inventory on such date consisting of finished goods, plus (x) the NOLV Percentage of the Value of Eligible Inventory on such date consisting of work-in-process, plus (y) the NOLV Percentage of the Value of Eligible Inventory on such date consisting of raw materials. h Acknowledges that The percentages referenced above shall be subject to increase or decrease from time to time, in Agent's reasonable credit judgment, upon Agent's receipt and review of the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurredmost recent Net Orderly Liquidation Value Appraisal; provided, that is solely any increase in such percentages shall require the Guarantor’s own choice freely made, written consent of the Agent and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorLenders.
Appears in 1 contract
Guarantors. 18.1(a) The Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent a Subsidiary Guaranty. Each Guarantor: a Guarantees For any Property added to the pool of Unencumbered Properties after the date hereof (jointly unless owned by an Exchange Fee Titleholder), Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and severally if more than one) repayment deliver to Cabins the Administrative Agent, on or prior to Rent the date that such Property is included as an Unencumbered Property for purposes of all amounts payable by determining Borrower’s compliance with the Hirer pursuant to financial covenants contained in this Agreement, a joinder in the Subsidiary Guaranty, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the performance initial Subsidiary Guarantors. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the Subsidiary of Borrower that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. Upon completion or termination of the reverse exchange, if Borrower desires the applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the Hirer’s obligations under this Agreement. b Acknowledges ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that Cabins was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to Rent has entered into this Agreement with the Hirer Subsidiary Guaranty and become a Subsidiary Guarantor, and the entity that had previously been master leasing such Property shall be automatically released from the Subsidiary Guaranty.
(b) The Subsidiary Guarantors may be released at the request of the GuarantorBorrower once the Borrower or the Trust receives investment grade ratings from two of S&P, Mxxxx’x or Fitch, provided that Cabins such Subsidiary Guarantors are also released from any other unsecured debt or guaranties of Indebtedness. Following such release, any Subsidiary that (x) owns any property that is an Unencumbered Property and (y) has any outstanding recourse Indebtedness shall be required to Rent might not have done so without be a Subsidiary Guarantor in order for such property to be treated as an Unencumbered Property. In addition, once the Guarantor’s guaranteeBorrower or the Trust receives investment-grade ratings from two of S & P, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, Mxxxx’x or perform any obligation, under this AgreementFitch, the Subsidiary or master lessee if such property is owned by an Exchange Fee Titleholder owning any Unencumbered Property shall no longer be required to be a Subsidiary Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any unless such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor entity has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantoroutstanding recourse indebtedness.
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Samples: Credit Agreement (Dividend Capital Diversified Property Fund Inc.)
Guarantors. 18.1. Each A Guarantor: a Guarantees (jointly 's right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of any subsequent computation; provided, that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been indefeasibly paid in full in cash and severally if more than one) repayment to Cabins to Rent the Total Commitment and all Letters of Credit and Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, it being expressly recognized and agreed by all amounts payable by the Hirer parties hereto that any Guarantor's right of contribution arising pursuant to this AgreementSection 26 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor's indebtedness, obligations and the performance of all liabilities in respect of the Hirer’s Guaranteed Obligations and any other obligations owing under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, Guaranty or any other Credit Document to which such Guarantor is a party. As used in this Section 26: (i) each Guarantor's "Contribution Percentage" shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; or iii Any concessions (ii) the "Adjusted Net Worth" of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the "Net Worth" of each Guarantor shall mean the amount by Cabins to Rent to which the Hirer or fair salable value of such Guarantor's assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for Guaranteed Obligations arising under this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA Guaranty and, to the maximum extent permissible permitted by applicable law, waives any notices liabilities of such Guarantor in respect of any Permitted Subordinated Indebtedness or any other indebtedness that is subordinated to the Guaranteed Obligations or any obligations arising under this Guaranty) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 26, each Guarantor that makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of a Debtor under PPSA the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent inconsistent with these terms. h Acknowledges that after giving effect to such waiver such Guarantor would remain solvent, in the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely reasonable determination of the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorRequired Lenders.
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Samples: Guaranty (Silgan Holdings Inc)
Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than onea) repayment to Cabins to Rent The Guarantors as of all amounts payable the date hereof are set forth on Schedule 9.14 hereto.
(b) Upon any Subsidiary guaranteeing any public debt securities issued by the Hirer Borrower, within 30 (thirty) days thereafter, the Borrower shall cause such Subsidiary to execute the Guarantee Agreement pursuant to this an Addendum thereto in the form of Annex I to the Guarantee Agreement, and in the performance case of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins a Significant Subsidiary, to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA anddeliver documentation, to the extent permissible requested by lawthe Administrative Agent, waives similar to that described in Sections 4.01(c) and (d) relating to the authorization for, execution and delivery of, and validity of such Significant Subsidiary’s obligations as a Guarantor, such documentation to be in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Borrower covenants and agrees with the Lenders that each Specified Guarantor is, and shall remain, an entity organized under the laws of any notices jurisdiction within the United States. For the avoidance of doubt, this Section 9.14(c) shall not prohibit any merger or rights consolidation of a Debtor under PPSA Specified Guarantor; provided, that, in accordance with the definition of “Specified Guarantor”, any Person into which such Specified Guarantor is merged or consolidated shall become a Specified Guarantor and be subject to the extent inconsistent with these termsprovisions of this Section 9.14(c).
(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the release of any Guarantor (other than any Specified Guarantor) from its guarantee of any and all public debt securities issued by the Borrower, such Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under the Guarantee Agreement without any further action required on the part of the Administrative Agent or any Lender. h Acknowledges At the request and sole expense of the Borrower following any such release and discharge, the Administrative Agent shall execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such release and discharge. For the avoidance of doubt, it is agreed and understood that any release of any Specified Guarantor from its obligations under the Guarantor has either had independent legal advice prior Guarantee Agreement shall be subject to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorSection 9.01.
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