Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under this Agreement or any Note, whether for principal, interest, fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Administrative Agent or any Lender under this Agreement or any Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce Each of the Lenders to extend credit to the Borrower hereunderGuarantors hereby, the Guarantor hereby unconditionally and irrevocably guaranteesirrevocably, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations Obligations of each other Loan Party the Borrowers now or hereafter existing under this Agreement or any NoteLoan Document, whether for principal, interestinterest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to bankruptcy, insolvency or reorganization of any Borrower), fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01the Borrowers, being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or and the Lenders in enforcing any rights under the guaranty set forth in this Article VII ("this Guaranty")Section 18. Without limiting the generality of the foregoing, the Guarantor's Guarantors’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrowers to the Agent and the Lenders under any Loan Party to the Administrative Agent or any Lender under this Agreement or any Note Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Partyany Borrower.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under this Agreement or any Note, whether for principal, interest, fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Administrative Agent or any Lender under this Agreement or any Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations of each other Loan Party the Company now or hereafter existing under this Agreement or in respect of the Loan Documents (including, without limitation, any Noteextensions, whether for principalmodifications, interestsubstitutions, fees, expenses amendments or otherwise renewals of any or all of the foregoing obligations) (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, obligations being the "Guaranteed Obligations"), and agrees to pay any and all reasonable expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders Lender in enforcing any rights under this Article VII ("this Guaranty")Guaranty or any Loan Document. Without To the extent permitted by law, without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party other party to the Administrative Agent or any Lender under this Agreement or any Note in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Partyother party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations amounts due under the Note ( the “Obligations”) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of each other Loan Party now any or hereafter existing under this Agreement all of the foregoing Obligations), whether direct or any Noteindirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders Purchaser in enforcing any rights under this Article VII Guaranty, the Security Agreement dated as of the date hereof ("this Guaranty"the “Security Agreement”) among the Purchaser and the parties signatory thereto (each such party, a “Note Party” and collectively, the “Note Parties”) or the Note (collectively, the “Note Documents”). Without limiting the generality of the foregoing, the each Guarantor's ’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan other Note Party to under or in respect of the Administrative Agent or any Lender under this Agreement or any Note Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan other Note Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunderThe undersigned hereby absolutely, the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations Obligations of each other Loan Party that is organized under the laws of a jurisdiction outside of the United States, now or hereafter existing under this Agreement or in respect of the Loan Documents (including, without limitation, any Noteextensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders any other Secured Party in enforcing any rights under this Article VII ("this Guaranty")Guaranty Supplement, the Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the Guarantor's undersigned?s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party that is organized under the laws of a jurisdiction outside of the United States to any Secured Party under or in respect of the Administrative Agent or any Lender under this Agreement or any Note Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunderEach Guarantor hereby, the Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when duepayment, whether at stated maturityscheduled maturity or by acceleration, by acceleration demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under this Agreement or in respect of the Loan Documents (including, without limitation, any Noteextensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or any other Lender (the Administrative Agent and the Lenders are herein collectively referred to as the "Lender Parties", and individually, each a "Lender Party") in enforcing any rights under this Article VII Guaranty or any other Loan Document ("this Guaranty"including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the 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 the Administrative Agent or any Lender Party under this Agreement or any Note in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under this Agreement or any Note, whether for principal, interest, fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Administrative Agent or any Lender under this Agreement or any Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. All payments by the Guarantor shall be made to the Administrative Agent in accordance with Section 2.12.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under this Agreement or any Notethe Loan Documents, whether for principal, interest, fees, expenses or otherwise (such obligations, to including, without limitation, the extent not paid by such Loan Party or specifically waived in accordance with obligations of the Borrower under Section 9.012.15 of the Credit Agreement, D-1 Form of Parent Guaranty 92155415 being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent Agent, any L/C Issuer or the Lenders any Lender in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the Guarantor's ’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any a Loan Party to the Administrative Agent Agent, any L/C Issuer or any Lender under this Agreement or any Note the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Each Guarantor hereby absolutely, unconditionally and irrevocably guaranteesguarantees to the Administrative Agent, for the benefit of the Secured Parties, as a primary obligor and not merely as a surety, the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under this Agreement or in respect of the Loan Documents (including, without limitation, any Noteextensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, except as limited by Section 12(a) hereof, fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders any other Secured Party in enforcing any rights under this Article VII ("this Guaranty")Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the each Guarantor's ’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 Administrative Agent or any Lender under this Agreement or any Note Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce The undersigned hereby, jointly and severally with the Lenders to extend credit to the Borrower hereunderother Subsidiary Guarantors absolutely, the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under this Agreement or in respect of the Secured Documents (including, without limitation, any Noteextensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders any other Secured Party in enforcing any rights under this Article VII ("this Guaranty")Guaranty Supplement, the Subsidiary Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, the Guarantor's undersigned’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 Administrative Agent or any Lender under this Agreement or any Note Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce The undersigned hereby, jointly and severally with the Lenders to extend credit to the Borrower hereunderother Guarantors absolutely, the Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when duepayment, whether at stated maturityscheduled maturity or by acceleration, by acceleration demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under this Agreement or in respect of the Loan Documents (including, without limitation, any Noteextensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Administrative Agent or any other Lender (the Administrative Agent and the Lenders are herein collectively referred to as the "Lender Parties", and individually, each a "Lender Party") in enforcing any rights under this Article VII ("this Guaranty")Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the Guarantorundersigned's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Administrative Agent or any Lender Party under this Agreement or any Note in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations Obligations of each other Loan Party that is organized under the laws of a jurisdiction outside of the United States, now or hereafter existing (such Loan Parties being collectively the “Foreign Loan Parties” and individually, each a “Foreign Loan Party”) under this Agreement or in respect of the Loan Documents (including, without limitation, any Noteextensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders its assignees in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the each Guarantor's ’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Foreign Loan Party to any Secured Party under or in respect of the Administrative Agent or any Lender under this Agreement or any Note Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Foreign Loan Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations amounts due under the Notes ( the “Obligations”) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of each other Loan Party now any or hereafter existing under this Agreement all of the foregoing Obligations), whether direct or any Noteindirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "“Guaranteed Obligations"”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders Purchaser in enforcing any rights under this Article VII Guaranty, the Security Agreement dated as of the date hereof ("this Guaranty"the “Security Agreement”) among the Purchaser and the parties signatory thereto (each such party, a “Note Party” and collectively, the “Note Parties”) or the Notes (collectively, the “Note Documents”). Without limiting the generality of the foregoing, the each Guarantor's ’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan other Note Party to under or in respect of the Administrative Agent or any Lender under this Agreement or any Note Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan other Note Party.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby unconditionally unconditionally, and irrevocably guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under this Agreement or any Note, whether for principal, interest, fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Administrative Agent or any Lender under this Agreement or any Note Note, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. All payments by the Guarantor shall be made to the Administrative Agent in accordance with Section 2.12.

Guaranty; Limitation of Liability. (a) In order to induce Each of the Lenders to extend credit to the Borrower hereunderParent and Consolidated Industries hereby, the Guarantor hereby unconditionally and irrevocably guaranteesirrevocably, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations Obligations of each other Loan Party the Borrowers now or hereafter existing under this Agreement or any NoteLoan Document, whether for principal, interestinterest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to bankruptcy, insolvency or reorganization of any Borrower), fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01the Borrowers, being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article VII ("this Guaranty")Section 18. Without limiting the generality of the foregoing, the GuarantorParent's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrowers to the Agents and the Lenders under any Loan Party to the Administrative Agent or any Lender under this Agreement or any Note Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Partyany Borrower.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Each Guarantor --------------------------------- hereby unconditionally and irrevocably guarantees, as on a primary obligor joint and not merely as a suretyseveral basis, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations Obligations of each other Loan Party the Borrower now or hereafter existing under this Agreement or any Notethe Loan Documents, whether for principalprincipal (including, without limitation, reimbursement of, and providing cash collateral for, amounts drawn or available to be drawn under Letters of Credit), interest, fees, expenses or otherwise (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, Obligations being the "Guaranteed Obligations"), and agrees to pay any and ---------------------- all expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or the Lenders any other Guaranteed Party in enforcing any rights under this Article VII ("this Guaranty"). Without limiting the generality of the foregoing, the each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party the Borrower to the Administrative Agent or any Lender other Guaranteed Party under this Agreement or any Note the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Partyproceeding.

Guaranty; Limitation of Liability. (a) In order to induce the Lenders to extend credit to the Borrower hereunder, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all obligations of each other Loan Party the Borrower now or hereafter existing under this or in respect of the Credit Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any Note, whether for principal, interest, fees, expenses or otherwise all of the foregoing obligations) (such obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, obligations being the "Guaranteed Obligations"), and agrees to pay any and all reasonable expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Administrative Agent or the Lenders Lender in enforcing any rights under this Article VII ("this Guaranty")Guaranty or the Credit Agreement. Without To the extent permitted by law, without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party other party to the Administrative Agent or any Lender under this or in respect of the Credit Agreement or any Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Partyother party.