Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, in each case exclusive of all Excluded Swap Obligations (such guaranteed Obligations being the Borrowers “Guaranteed Obligations”), and agrees to the Lenderspay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any indemnified party arising other Lender Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall is and constitutes a guaranty of payment and not be affected by the genuineness, validity, regularity or enforceability merely of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating collection. Notwithstanding anything to the Obligations which might otherwise constitute a defense to contrary herein, the obligations Lender Parties shall immediately release the guaranty of any Guarantor under this Guaranty (other than payment thereof)at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, and each Guarantor hereby irrevocably waives directly or indirectly any defenses it may now have one or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormore Unencumbered Assets.

Guaranty; Limitation of Liability. (a) Each GuarantorIn order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, jointly and severallyin recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guaranteesguarantees (the undertaking by each Guarantor under this Section 15 being, as a guaranty of payment and performance and not merely as a guaranty of collectionamended from time to time, prompt the “Facility Guaranty”) the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Obligor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute a defense to the obligations existence of any Guarantor under this Guaranty (Insolvency Proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorObligor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and at all times thereafterrestatements, replacements or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, otherwise (the Obligations of the Borrowers Borrower being the “Guaranteed Obligations” of Guarantor), and agrees to pay any and all reasonable, invoiced out-of-pocket expenses (including the Lendersreasonable, invoiced out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent and the other Credit Parties (and additional counsel for any actual or reasonably perceived conflict of interest and, if reasonably necessary, one special or regulatory counsel in multiple jurisdictions or one local counsel in each relevant jurisdiction (but no other counsels))) incurred by the Administrative Agent or any indemnified party arising other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations that would be owed by the Borrower to any Credit Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorBorrower.

Guaranty; Limitation of Liability. (a) Each of the Borrower and each Subsidiary Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all obligations of each other Loan Party and at all times thereaftereach other Subsidiary of the Borrower now or hereafter existing under or in respect of the Loan Documents or any Secured Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the Obligationsforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document or Secured Agreement. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary of the Borrower, as applicable, to the Agent or any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with Secured Agreement but for the collection fact that they are unenforceable or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving such other Loan Party or Subsidiary, as the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it case may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantorbe.

Guaranty; Limitation of Liability. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when duedue and performance, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Letters of Credit, Secured Cash Management Agreements and at all times thereafterSecured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty (or any other than payment thereof)Secured Document, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing. For , each Guarantor’s liability shall extend to all amounts that constitute part of the avoidance Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of doubt, the respective obligations of each Borrower Secured Documents but for the fact that they are several and unenforceable or not joint, except allowable due to the extent existence of a bankruptcy, reorganization or similar proceeding involving such Borrower is providing a guarantee as a Guarantorother Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers Borrower to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each GuarantorThe undersigned hereby, jointly and severallyseverally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when dueguarantees the punctual payment, whether at stated maturity, scheduled maturity or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and at all times thereafterany Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations, of the Borrowers “Guaranteed Obligations”), and agrees to the Lenders, pay any and all reasonable expenses incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other than payment thereofexternal counsel to the Administrative Agent), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all . Without limiting the generality of the foregoing. For the avoidance of doubt, the respective obligations undersigned’s liability shall extend to all amounts that constitute part of each Borrower the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are several and unenforceable or not joint, except allowable due to the extent existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such Borrower is providing a guarantee as a other Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly The undersigned hereby absolutely and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers each other Loan Party to the LendersGuaranteed Parties, and whether arising under this Guaranty Supplement, the Administrative Agent Subsidiary Guaranty or under any indemnified party arising under the other Loan Documents Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party Guaranteed Parties in connection with the collection or enforcement thereof, the “Guaranteed Obligations”). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non‑perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty Supplement (other than full payment thereofand performance), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor. (b) Notwithstanding anything to the contrary in clause (a) above, each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty, the Guaranteed Obligations and any other obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar avoidable or invalid transaction under foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance or other similarly avoidable or invalid transaction. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Administrative Agent or any Lender under this Guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of this Agreement. In no event, however, shall the Administrative Agent and the Lenders be entitled to more than a single recovery. For the avoidance of doubt, Section 3.5 of this Agreement (and any provisions that cross-reference Section 3.5) shall apply mutatis mutandis to any payment made by a Guarantor under this Guaranty. 15.2.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor (which for avoidance of doubt includes each Borrower for the purposes of this Article 7) hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrowers (x) pursuant to clause (ii) of Section 9.04(b) and at all times thereafter(y) for which the Borrowers are personally liable or which are fully recourse to the Borrowers pursuant to Section 10.02 (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Secured Party in enforcing the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability is and constitutes a guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormerely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers Borrower to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each GuarantorFOR VALUE RECEIVED, jointly and severally, each Guarantor does hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment guarantee to the Guaranteed Party (i) the due and punctual performance and not merely as a guaranty observance by the Borrower of collectioneach and every covenant, prompt agreement and obligation to be performed or observed by the Borrower under the Credit Agreement and the other Loan Documents and (ii) the due and punctual payment by the Borrower of all payment obligations of the Borrower under the Credit Agreement and the other Loan Documents, when due, whether at stated maturityby acceleration (including without limitation, when due by required prepayment, upon acceleration, demand virtue of an Event of Default) or otherwise, in accordance with the terms thereof (such performance, payment and at all times thereafterother obligations of the Borrower being referred to herein as the “Guaranteed Obligations” and, individually, a “Guaranteed Obligation”). In the event of any nonpayment or nonperformance of any Guaranteed Obligation, each Guarantor agrees to pay or perform or cause such payment or performance to be made of such nonpayment or nonperformance. Each Guarantor further agrees to pay all reasonable expenses (including, without limitations, all reasonable fees and all disbursement of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers counsel to the LendersGuaranteed Party, the Administrative Agent which shall be limited to one counsel acting for all such Guaranteed Parties), that may be paid or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Guaranteed Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any rights against such Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to collecting any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent Guaranteed Obligations from such Borrower is providing a guarantee as a GuarantorGuarantor under this Guaranty.