Common use of Guaranty of Obligations of Borrower Clause in Contracts

Guaranty of Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to Secured Parties, and their respective successors, endorsees, transferees and assigns, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations of Borrower. Guarantors agree that this Agreement is a guaranty of payment and performance and not of collection, and that their obligations under this Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party; (b) the absence of any action to enforce any other Loan Document or the waiver or consent by any Secured Party with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Obligations or any action, or the absence of any action, by Secured Parties in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of any Credit Party; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Guarantor that its obligations under this Agreement shall not be discharged until the Termination Date. Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations. Each Guarantor agrees that any notice or directive given at any time to Secured Parties which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Secured Parties, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Agreement for the reason that such pleading or introduction would be at variance with the written terms of this Agreement, unless Secured Parties have specifically agreed otherwise in writing. It is agreed among each Guarantor and Secured Parties that the foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and that, but for this Agreement and such waivers, Secured Parties would decline to enter into this Agreement.

Guaranty of Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees to Secured PartiesLender, and their its respective successors, endorsees, transferees and assigns, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations obligations of BorrowerBorrower to Lender under the Loan Documents (hereinafter the “Obligations”). Guarantors agree Guarantor agrees that this Agreement Guaranty is a guaranty of payment and performance and not of collection, and that their its obligations under this Agreement Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party Person is a party thereto and/or Guarantors are Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by any Secured Party Lender with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect its Lien Lender’s lien against, any Collateral for the Obligations or any action, or the absence of any action, by Secured Parties Lender in respect thereof (including, without limitation, the release of any such security); (d) the insolvency of any Credit PartyBorrower; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor other than payment and performance in full of the Obligations, it being agreed by each Guarantor that its obligations under this Agreement Guaranty shall not be discharged until the Obligations are paid in full (the “Termination Date”). Each Guarantor shall be regarded, and shall be in the same position, as principal debtor Borrower with respect to the Obligations. Each Guarantor agrees that any notice or directive given at any time to Secured Parties Lender which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Secured PartiesLender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Agreement Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this AgreementGuaranty, unless Secured Parties have Lender has specifically agreed otherwise in writing. It is agreed among each Guarantor and Secured Parties Lender that the foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and that, but for this Agreement Guaranty and such waivers, Secured Parties Lender would decline to enter into the Loan Documents. (f) Notwithstanding any provision to the contrary contained herein, in the Transfer Agreement or in any other of the Loan Documents, to the extent the obligations of Guarantor hereunder, or liens or security interests granted by Guarantor to secure its obligations hereunder shall be adjudicated (or would, but for the existence of this Agreementprovision be adjudicated) to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law), then the obligations of Guarantor under this Guaranty and the right to recover proceeds from the enforcement of liens or security interests granted by Guarantor shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).