Common use of Guaranty of Guaranteed Obligations Clause in Contracts

Guaranty of Guaranteed Obligations. (i) Each Guarantor other than the Borrower unconditionally guarantees to the Collateral Agent, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations other than the Excluded Hedge Obligations and (ii) the Borrower joins this Guarantee to guarantee unconditionally to the Collateral Agent, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor or any Restricted Subsidiary of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of the Borrower (collectively, the “Guaranteed Obligations”) for the ratable benefit of the Secured Parties (which, for the avoidance of doubt, are each of the following: the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender, each Hedge Bank that is party to any Secured Hedge Transaction, each Cash Management Bank that is a party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 12.2 of the Credit Agreement by the Administrative Agent with respect to matters relating to the Credit Documents or by the Collateral Agent with respect to matters relating to any Security Document). Anything herein or any other Credit Document or other agreement evidencing the Guaranteed Obligations to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under any other Credit Document or other agreement evidencing the Guaranteed Obligations shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. Each Guarantor further agrees that the Guaranteed Obligations may be extended, modified, amended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, modification, amendment or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Credit Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

Guaranty of Guaranteed Obligations. (i) Each Guarantor As an inducement to Lender to make the Loans or otherwise extend credit and other than financial accommodations to Borrowers under the Borrower unconditionally guarantees Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the Collateral Agent, jointly with the other Guarantors prompt and severally, as a primary obligor and not merely as a surety, the due and punctual full payment and performance of the Obligations other than the Excluded Hedge Obligations and (ii) the Borrower joins this Guarantee to guarantee unconditionally to the Collateral Agentfollowing obligations when due, as a primary obligor and not merely as a suretywhether at stated maturity, the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor by acceleration or any Restricted Subsidiary of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of the Borrower otherwise (collectively, the “Guaranteed Obligations”) for ): all indebtedness, liabilities and other obligations now or hereafter owing by Borrowers to Lender under or in connection with the ratable benefit Loan Agreement and any other Loan Document (including, without limitation, all Obligations as defined thereunder), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the Secured Parties (whichforegoing, for the avoidance of doubtfiling fees, are each and any other sums chargeable to Borrowers or any Guarantor under this Guaranty Agreement or any of the following: other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the Administrative Agentcontrary, the Collateral Agent, each Issuing Bank, each Lender, each Hedge Bank that is party to any Secured Hedge Transaction, each Cash Management Bank that is a party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 12.2 amount of the Credit Agreement by the Administrative Agent with respect to matters relating to the Credit Documents or by the Collateral Agent with respect to matters relating to any Security Document). Anything herein or any other Credit Document or other agreement evidencing the Guaranteed Obligations to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under any other Credit Document or other agreement evidencing the Guaranteed Obligations shall in no event exceed be limited to a maximum aggregate amount equal to the largest amount that can be guaranteed by would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such Guarantor laws, and after giving effect to the value, as assets (as determined under the Bankruptcy Code or any applicable federal and state Requirements provisions of Law relating to fraudulent conveyancessuch laws), fraudulent transfers or the insolvency of debtors. Each Guarantor further agrees that the Guaranteed Obligations may be extended, modified, amended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, modification, amendment or renewal of any Guaranteed Obligation. Each Guarantor waives presentment torights of Guarantors to contribution, demand of payment indemnity, and/or subrogation from and protest to the any Borrower or any other Credit Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpaymentPerson.

Guaranty of Guaranteed Obligations. (i) Each The Guarantor other than the Borrower hereby absolutely, irrevocably and unconditionally guarantees to the Collateral Administrative Agent, jointly with for the other Guarantors benefit of the Lenders and severally, as a primary obligor and not merely as a suretythe Permitted Swap Counterparties, the due and punctual payment and performance of the Obligations other than the Excluded Hedge Obligations and (ii) the Borrower joins this Guarantee and, subject to guarantee unconditionally to the Collateral AgentSection 24, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor or any Restricted Subsidiary all obligations of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between Swap Agreement (including any swap, cap or collar agreement or similar arrangement, a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of “Permitted Swap Agreement”) entered into by the Borrower with any Permitted Swap Counterparty to mitigate interest rate risks under the Loan Agreement (collectively, the “Guaranteed Obligations”) for as and when the ratable benefit same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. For the Secured Parties purposes of this Guaranty, a “Permitted Swap Counterparty” shall mean any Person that, at the time that such Person enters into, or otherwise becomes a party to, the applicable Permitted Swap Agreement, is a Lender (whichor an Affiliate of a Lender). The Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, for the avoidance of doubtGuaranteed Obligations as a primary obligor, are and that the Guarantor shall fully perform each of the following: the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender, each Hedge Bank that is party to any Secured Hedge Transaction, each Cash Management Bank that and every term and provision hereof. This Guaranty is a party to any Secured Cash Management Agreement guaranty of payment and each sub-agent appointed pursuant to Section 12.2 not of the Credit Agreement by the collection only. Neither Administrative Agent with respect nor any Lender shall be required to matters relating to the Credit Documents exhaust any right or by the Collateral Agent with respect to matters relating to remedy or take any Security Document). Anything herein action against Borrower or any other Credit Document person or other agreement evidencing entity. The Guarantor agrees that, as between Guarantor and Administrative Agent and the Guaranteed Obligations to the contrary notwithstandingLenders, the maximum liability of each Guarantor hereunder and under any other Credit Document or other agreement evidencing the Guaranteed Obligations shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. Each Guarantor further agrees that the Guaranteed Obligations may be extendeddeclared to be due and payable for the purposes of this Guaranty notwithstanding any stay, modifiedinjunction or other prohibition which may prevent, amended delay or renewed, in whole or in part, without notice to or further assent from it, vitiate any declaration as regards Xxxxxxxx and that it will remain bound upon its guarantee notwithstanding any extensionin the event of a declaration or attempted declaration, modification, amendment or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Credit Party of any of the Guaranteed Obligations, Obligations shall immediately become due and also waives notice payable by the Guarantor for the purposes of acceptance of its guarantee and notice of protest for nonpaymentthis Guaranty.

Guaranty of Guaranteed Obligations. (i) Each Guarantor other than This Guaranty Agreement is executed by the Borrower unconditionally guarantees Guarantors pursuant to the Collateral Agent, jointly with the other Guarantors Credit Agreement and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations other than the Excluded Hedge Obligations and (ii) the Borrower joins this Guarantee to guarantee unconditionally to the Collateral Agent, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, is for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor or any Restricted Subsidiary of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of the Borrower (collectively, the “Guaranteed Obligations”) for the ratable benefit of the Secured Parties (which, for the avoidance of doubt, are each of the following: the Administrative Agent, the Collateral AgentLenders and the other Secured Parties. As an inducement to the Lenders to make the Loans and extend and continue to extend credit and other financial accommodations to the Borrower under the Loan Documents, each to the Issuing Bank, each Lender, each Hedge Bank that is party Lender to any Secured Hedge Transaction, each Cash Management Bank that is a party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 12.2 provide Letters of Credit as provided by the Credit Agreement and to the other Secured Parties to make financial accommodations to the Borrower and/or its Subsidiaries, for value received, each Guarantor hereby jointly and severally, and unconditionally, irrevocably and absolutely, guarantees to the Administrative Agent, the Lenders and the other Secured Parties the prompt and full payment and performance of all of the Guaranteed Obligations when due or declared to be due and at all times thereafter. Each Guarantor and, by its acceptance of this Guaranty Agreement, the Administrative Agent, on behalf of itself and the Lenders and the other Secured Parties, hereby confirms that it is the intention of such Persons that this Guaranty Agreement and the obligations of the Guarantors hereunder not constitute a fraudulent transfer or conveyance for the purposes of any Insolvency Proceeding, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Agreement and the obligations of the Guarantors hereunder. To effectuate the foregoing intention, each of the Administrative Agent with respect to matters relating to and the Credit Documents or by the Collateral Agent with respect to matters relating to any Security Document). Anything herein or any other Credit Document or other agreement evidencing the Guaranteed Obligations to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under any other Credit Document or other agreement evidencing the Guaranteed Obligations shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. Each Guarantor further Guarantors hereby agrees that the Guaranteed Obligations may be extended, modified, amended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, modification, amendment or renewal obligations of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest under this Guaranty Agreement at any time shall be limited to the Borrower maximum amount as will not result in such obligations of such Guarantor hereunder or any other Credit Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpaymentthis Guaranty Agreement constituting an unenforceable fraudulent transfer or fraudulent conveyance.

Guaranty of Guaranteed Obligations. Each Guarantor jointly and severally with each other and any subsequent guarantor hereby (i) Each Guarantor other than the Borrower unconditionally guarantees to the Collateral Agent, jointly with the other Guarantors and severallyirrevocably guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance in full when due to a Lender, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all of the Obligations of the Company to such Lender, now or hereafter existing under any Transaction Document, whether for principal, interest (including, without limitation, all capitalized interest and all interest that accrues after the commencement of any proceeding commenced by or against any Loan Party under any provision of the United States Bankruptcy Code or under any other than bankruptcy or insolvency law, assignments for the Excluded Hedge Obligations and benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (ii) the Borrower joins this Guarantee to guarantee unconditionally each such proceeding, an “Insolvency Proceeding ”), irrespective of whether a claim therefor is allowed in such Insolvency Proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the Collateral Agentextent not paid by the Company, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor or any Restricted Subsidiary of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of the Borrower (collectively, being the “Guaranteed Obligations”), and (ii) for the ratable benefit agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by any of the Secured Parties (which, for the avoidance of doubt, are each of the following: the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender, each Hedge Bank that is party to any Secured Hedge Transaction, each Cash Management Bank that is a party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 12.2 of the Credit Agreement by the Administrative Agent with respect to matters relating to the Credit Documents Lenders or by the Collateral Agent with respect in enforcing any of their rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to matters relating to any Security Document). Anything herein or any other Credit Document or other agreement evidencing all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to a Lender under the applicable Transaction Document but for the fact that they are unenforceable or not allowable due to the contrary notwithstanding, existence of an Insolvency Proceeding involving the maximum liability of each Guarantor hereunder and under any other Credit Document or other agreement evidencing the Guaranteed Obligations shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. Each Guarantor further agrees that the Guaranteed Obligations may be extended, modified, amended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, modification, amendment or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Credit Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpaymentCompany.

Guaranty of Guaranteed Obligations. (i) Each Guarantor other than This Guaranty Agreement is executed by the Borrower unconditionally guarantees Guarantors pursuant to the Collateral Agent, jointly with the other Guarantors Credit Agreement and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations other than the Excluded Hedge Obligations and (ii) the Borrower joins this Guarantee to guarantee unconditionally to the Collateral Agent, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, is for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor or any Restricted Subsidiary of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of the Borrower (collectively, the “Guaranteed Obligations”) for the ratable benefit of the Secured Parties (which, for the avoidance of doubt, are each of the following: the Administrative Agent, the Collateral AgentLenders and the other Secured Parties. As an inducement to the Lenders to make the Loans and extend and continue to extend credit and other financial accommodations to the Borrower under the Loan Documents, each to the Issuing Bank, each Lender, each Hedge Bank that is party Lender to any Secured Hedge Transaction, each Cash Management Bank that is a party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 12.2 provide Letters of Credit as provided by the Credit Agreement by the Administrative Agent with respect to matters relating and to the Credit Documents or by the Collateral Agent with respect other Secured Parties to matters relating to any Security Document). Anything herein or any other Credit Document or other agreement evidencing the Guaranteed Obligations to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under any other Credit Document or other agreement evidencing the Guaranteed Obligations shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. Each Guarantor further agrees that the Guaranteed Obligations may be extended, modified, amended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, modification, amendment or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest make financial accommodations to the Borrower or any and/or its Subsidiaries, for value received, each Guarantor hereby jointly and severally, and unconditionally, irrevocably and absolutely, guarantees to the Administrative Agent, the Lenders and the other Credit Party Secured Parties, the prompt and full payment and performance of any all of the Guaranteed Obligations, when due or declared to be due and also waives notice of at all times thereafter. Each Guarantor and, by its acceptance of its guarantee this Guaranty Agreement, the Administrative Agent, on behalf of itself and notice the Lenders and the other Secured Parties, hereby confirms that it is the intention of protest such Persons that this Guaranty Agreement and the obligations of the Guarantors hereunder not constitute a fraudulent transfer or conveyance for nonpaymentthe purposes of any Insolvency Proceeding, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Agreement and the obligations of the Guarantors hereunder. To effectuate the foregoing intention, each of the Administrative Agent and the Guarantors hereby agrees that the obligations of any Guarantor under this Guaranty Agreement at any time shall be limited to the maximum amount as will not result in such obligations of such Guarantor hereunder or this Guaranty Agreement constituting an unenforceable fraudulent transfer or fraudulent conveyance.