Common use of Guaranty and Suretyship Clause in Contracts

Guaranty and Suretyship. (a) The Guarantor hereby absolutely and unconditionally guarantees to the Agent, the Banks and the Issuing Bank and to their respective successors and assigns, and agrees to become a surety for, the full, timely and faithful performance and discharge by the Borrowers or any other person affiliated with the Parent of any and all Guaranteed Obligations (including without limitation the due and punctual payment of the Guaranteed Obligations and every part thereof as and when the Guaranteed Obligations shall become due and payable in accordance with the terms thereof, at whatever time and for whatever reasons) that shall not have been paid when due. (b) Subject to the provisions of Paragraph 12 hereof, the obligations of the Guarantor hereunder are absolute and unconditional and shall remain in full force and effect until the Guarantor shall have fully and satisfactorily discharged each of its obligations to the Agent, the Banks and the Issuing Bank under this Guaranty, irrespective of the genuineness, validity, regularity or enforceability of the Loan Agreement, the Notes, the Security Documents, the Secured Hedge Agreements or of any assignment, modification or termination thereof, and shall not be released, discharged or impaired in any way by reason of (i) any failure of the Agent, the Banks or the Issuing Bank to retain or preserve any rights against any person, (ii) the invalidity of any such rights which the Agent, the Banks or the Issuing Bank may attempt to obtain, (iii) the lack of prior enforcement by the Agent, the Banks or the Issuing Bank of any rights against any person, (iv) the dissolution of any of the Banks or the Issuing Bank, (v) the waiver, surrender, compromise, settlement, release or termination of any of or all the obligations, covenants or agreements of the Borrowers contained in the Notes, (vi) the failure to give notice to the Guarantor of the occurrence of a breach of this Guaranty, (vii) the extension of the time for payment of any amount owing or payable on the Loan Agreement, the Notes, the Security Documents or any Secured Hedge Agreement, (viii) the taking or the omission of any of the actions referred to in this Guaranty, (ix) any circumstances which might give rise to any right of termination, release, rescission, discharge, modification or suspension by the Guarantor of its obligations hereunder by reason of any misstatement, breach of warranty or other act or omission by the Agent, any of the Banks or the Issuing Bank, whether or not consented to by the Guarantor, or (x) any other circumstance which might in the absence of this Paragraph 2(b) constitute a legal or equitable release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or limit the recourse of the Agent, the Banks or the Issuing Bank to the Guarantor, nor shall the obligations of the Guarantor hereunder be affected in any way by any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law or any similar law of any other jurisdiction hereinafter initiated by or against the Borrowers or the Banks or the Issuing Bank. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature (other than the performance by the Guarantor of its obligations hereunder), shall be available hereunder to the Guarantor against the Agent, the Banks or the Issuing Bank. The Agent, the Banks or the Issuing Bank need not exhaust their remedies against the Borrowers before proceeding against the Guarantor. (c) For purposes of this Guaranty Agreement, the Guarantor hereby unconditionally waives, as a condition precedent to the enforcement of its obligations hereunder: (i) demand for payment, protest and notice of nonpayment or dishonor, (ii) all other notices and demands (including without limitation notice of the acceptance of this Guaranty or of the intention to act in reliance hereon), (iii) any notice of any of the matters referred to in Paragraph 2(b) above; (iv) all notices which may be required by statute, rule of law, or otherwise to preserve any rights against the Guarantor hereunder, including without limitation any demand, proof or notice of nonpayment of any sums payable on the Notes, (v) any requirement of diligence, (vi) any requirement to mitigate the damages resulting from any breach of the Loan Agreement, the Notes, the Security Document or any Secured Hedge Agreement, and (vii) any right or claim to reimbursement from the Banks or the Issuing Bank for monies paid by the Guarantor pursuant to this Guaranty. The Guarantor also hereby waives any right to require, and the benefit of all laws now or hereafter in effect giving the Guarantor the right to require, any prior enforcement, and the Guarantor agrees that any delay in enforcing or failure to enforce any such rights or in making demand on the Guarantor for the performance of the obligations of the Guarantor under this Guaranty shall not in any way affect the liability of the Guarantor hereunder, even if any such rights are lost; and the Guarantor hereby waives, as against the Agent, the Banks or the Issuing Bank and any person claiming under any of them, all rights and benefits which might accrue to it by reason of any of the aforesaid bankruptcy, arrangement, reorganization, or similar proceedings and agrees that its liabilities hereunder shall not be affected by such an arrangement, reorganization, or similar proceeding and agrees that its liabilities hereunder shall not be affected by any modification, limitation or discharge of the obligations of the Borrowers that may result from any such proceedings.

Guaranty and Suretyship. (a) The Guarantor hereby absolutely and unconditionally guarantees to the Agent, the Banks and the Issuing Bank and to their respective successors and assigns, and agrees to become a surety for, the full, timely and faithful performance and discharge by the Borrowers SFNBV or any other person affiliated with the Parent Guarantor of any and all Guaranteed Obligations (including without limitation the due and punctual payment of the Guaranteed Obligations and every part thereof as and when the Guaranteed Obligations shall become due and payable in accordance with the terms thereof, at whatever time and for whatever reasons) that shall not have been paid when due. (b) Subject to the provisions of Paragraph 12 hereof, the obligations of the Guarantor hereunder are absolute and unconditional and shall remain in full force and effect until the Guarantor shall have fully and satisfactorily discharged each of its obligations to the Agent, the Banks and the Issuing Bank under this Guaranty, irrespective of the genuineness, validity, regularity or enforceability of the Loan Agreement, the Notes, the Security Documents, the Secured Hedge Agreements or of any assignment, modification or termination thereof, and shall not be released, discharged or impaired in any way by reason of (i) any failure of the Agent, the Banks or the Issuing Bank to retain or preserve any rights against any person, (ii) the invalidity of any such rights which the Agent, the Banks or the Issuing Bank may attempt to obtain, (iii) the lack of prior enforcement by the Agent, the Banks or the Issuing Bank of any rights against any person, (iv) the dissolution of any of the Banks or the Issuing Bank, (v) the waiver, surrender, compromise, settlement, release or termination of any of or all the obligations, covenants or agreements of the Borrowers SFNBV contained in the Notes, (vi) the failure to give notice to the Guarantor of the occurrence of a breach of this Guaranty, (vii) the extension of the time for payment of any amount owing or payable on the Loan Agreement, the Notes, the Security Documents or any Secured Hedge Agreement, (viii) the taking or the omission of any of the actions referred to in this Guaranty, (ix) any circumstances which might give rise to any right of termination, release, rescission, discharge, modification or suspension by the Guarantor of its obligations hereunder by reason of any misstatement, breach of warranty or other act or omission by the Agent, any of the Banks or the Issuing Bank, whether or not consented to by the Guarantor, or (x) any other circumstance which might in the absence of this Paragraph 2(b) constitute a legal or equitable release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or limit the recourse of the Agent, the Banks or the Issuing Bank to the Guarantor, nor shall the obligations of the Guarantor hereunder be affected in any way by any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law or any similar law of any other jurisdiction hereinafter initiated by or against the Borrowers SFNBV or the Banks or the Issuing Bank. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature (other than the performance by the Guarantor of its obligations hereunder), shall be available hereunder to the Guarantor against the Agent, the Banks or the Issuing Bank. The Agent, the Banks or the Issuing Bank need not exhaust their remedies against the Borrowers SFNBV before proceeding against the Guarantor. (c) For purposes of this Guaranty Agreement, the Guarantor hereby unconditionally waives, as a condition precedent to the enforcement of its obligations hereunder: (i) demand for payment, protest and notice of nonpayment or dishonor, (ii) all other notices and demands (including without limitation notice of the acceptance of this Guaranty or of the intention to act in reliance hereon), (iii) any notice of any of the matters referred to in Paragraph 2(b) above; (iv) all notices which may be required by statute, rule of law, or otherwise to preserve any rights against the Guarantor hereunder, including without limitation any demand, proof or notice of nonpayment of any sums payable on the Notes, (v) any requirement of diligence, (vi) any requirement to mitigate the damages resulting from any breach of the Loan Agreement, the Notes, the Security Document Documents or any Secured Hedge Agreement, and (vii) any right or claim to reimbursement from the Banks or the Issuing Bank for monies paid by the Guarantor pursuant to this Guaranty. The Guarantor also hereby waives any right to require, and the benefit of all laws now or hereafter in effect giving the Guarantor the right to require, any prior enforcement, and the Guarantor agrees that any delay in enforcing or failure to enforce any such rights or in making demand on the Guarantor for the performance of the obligations of the Guarantor under this Guaranty shall not in any way affect the liability of the Guarantor hereunder, even if any such rights are lost; and the Guarantor hereby waives, as against the Agent, the Banks or the Issuing Bank and any person claiming under any of them, all rights and benefits which might accrue to it by reason of any of the aforesaid bankruptcy, arrangement, reorganization, or similar proceedings and agrees that its liabilities hereunder shall not be affected by such an arrangement, reorganization, or similar proceeding and agrees that its liabilities hereunder shall not be affected by any modification, limitation or discharge of the obligations of the Borrowers SFNBV that may result from any such proceedings.

Guaranty and Suretyship. (a) The Guarantor hereby absolutely and unconditionally guarantees to the Agent, the Banks and the Issuing Bank and to their respective successors and assigns, and agrees to become a surety for, the full, timely and faithful performance and discharge by the Borrowers SFNBV or any other person affiliated with the Parent Guarantor of any and all Guaranteed Obligations (including without limitation the due and punctual payment of the Guaranteed Obligations and every part thereof as and when the Guaranteed Obligations shall become due and payable in accordance with the terms thereof, at whatever time and for whatever reasons) that shall not have been paid when due. (b) Subject to the provisions of Paragraph 12 hereof, the obligations of the Guarantor hereunder are absolute and unconditional and shall remain in full force and effect until the Guarantor shall have fully and satisfactorily discharged each of its obligations to the Agent, the Banks and the Issuing Bank under this Guaranty, irrespective of the genuineness, validity, regularity or enforceability of the Loan Agreement, the Notes, the Security Documents, the Secured Hedge Agreements or of any assignment, modification or termination thereof, and shall not be released, discharged or impaired in any way by reason of (i) any failure of the Agent, the Banks or the Issuing Bank to retain or preserve any rights against any person, (ii) the invalidity of any such rights which the Agent, the Banks or the Issuing Bank may attempt to obtain, (iii) the lack of prior enforcement by the Agent, the Banks or the Issuing Bank of any rights against any person, (iv) the dissolution of any of the Banks or the Issuing Bank, (v) the waiver, surrender, compromise, settlement, release or termination of any of or all the obligations, covenants or agreements of the Borrowers SFNBV contained in the Notes, (vi) the failure to give notice to the Guarantor of the occurrence of a breach of this Guaranty, (vii) the extension of the time for payment of any amount owing or payable on the Loan Agreement, the Notes, the Security Documents or any Secured Hedge Agreement, (viii) the taking or the omission of any of the actions referred to in this Guaranty, (ix) any circumstances which might give rise to any right of termination, release, rescission, discharge, modification or suspension by the Guarantor of its obligations hereunder by reason of any misstatement, breach of warranty or other act or omission by the Agent, any of the Banks or the Issuing Bank, whether or not consented to by the Guarantor, or (x) any other circumstance which might in the absence of this Paragraph 2(b) constitute a legal or equitable release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or limit the recourse of the Agent, the Banks or the Issuing Bank to the Guarantor, nor shall the obligations of the Guarantor hereunder be affected in any way by any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law or any similar law of any other jurisdiction hereinafter initiated by or against the Borrowers SFNBV or the Banks or the Issuing Bank. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature (other than the performance by the Guarantor of its obligations hereunder), shall be available hereunder to the Guarantor against the Agent, the Banks or the Issuing Bank. The Agent, the Banks or the Issuing Bank need not exhaust their remedies against the Borrowers SFNBV before proceeding against the Guarantor. (c) For purposes of this Guaranty Agreement, the Guarantor hereby unconditionally waives, as a condition precedent to the enforcement of its obligations hereunder: (i) demand for payment, protest and notice of nonpayment or dishonor, (ii) all other notices and demands (including without limitation notice of the acceptance of this Guaranty or of the intention to act in reliance hereon), (iii) any notice of any of the matters referred to in Paragraph 2(b) above; (iv) all notices which may be required by statute, rule of law, or otherwise to preserve any rights against the Guarantor hereunder, including without limitation any demand, proof or notice of nonpayment of any sums payable on the Notes, (v) any requirement of diligence, (vi) any requirement to mitigate the damages resulting from any breach of the Loan Agreement, the Notes, the Security Document Documents or any Secured Hedge Agreement, and (vii) any right or claim to reimbursement from the Banks or the Issuing Bank for monies paid by the Guarantor pursuant to this Guaranty. The Guarantor also hereby waives any right to require, and the benefit of all laws now or hereafter in effect giving the Guarantor the right to require, any prior enforcement, and the Guarantor agrees that any delay in enforcing or failure to enforce any such rights or in making demand on the Guarantor for the performance of the obligations of the Guarantor under this Guaranty shall not in any way affect the liability of the Guarantor hereunder, even if any such rights are lost; and the Guarantor hereby waives, as against the Agent, the Banks or the Issuing Bank and any person claiming under any of them, all rights and benefits which might accrue to it by reason of any of the aforesaid bankruptcy, arrangement, reorganization, or similar proceedings and agrees that its liabilities hereunder shall not be affected by such an arrangement, reorganization, or similar proceeding and agrees that its liabilities hereunder shall not be affected by any modification, limitation or discharge of the obligations of the Borrowers that may result from any such proceedings.,