Common use of Guaranty of Payment Clause in Contracts

Guaranty of Payment. The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent for each Secured Party and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) (such guaranty by the Guarantor, the “Guaranty”). This Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Obligations of such Borrowers whenever arising until such Obligations have been paid in full. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws).

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Purchaser, the Administrative Agent for each and the other Secured Party and their respective permitted successors and assigns Parties the prompt payment of the Obligations of Sold Receivables by the Primary Borrower related Obligors and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and all other payment obligations included in the other Loan Documents Sold Assets (collectively, the “Guaranty Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”). This The Seller Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the Guarantor Seller hereunder with respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law Law relating to fraudulent conveyances or transfers) then the such obligations of the Guarantor hereunder Seller shall be limited to the maximum amount that is permissible under Applicable Law (includingwhether federal or state or otherwise and including the Bankruptcy Code and any other applicable bankruptcy, without limitationinsolvency, Debtor Relief Lawsreorganization or other similar laws).

Guaranty of Payment. The Guarantor Subject to the limitation set forth below, each Fund Borrower (for the purposes of this Section 6, a “Fund Guarantor”) hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Lender and the Administrative Agent for each Secured Party and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) ), including, without limitation, all interest, principal, fees, expenses and other amounts now or hereafter represented by, or arising in connection with each Qualified Borrower Note (such guaranty by the Guarantor, the “GuarantyFund Guaranteed Obligations”). This Guaranty The guaranty in this Section 6 (this “Fund Borrower Guaranty”) is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Fund Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in Each Fund Guarantor hereby further agrees that if any of the other Loan DocumentsQualified Borrowers shall fail to pay in full when due (whether at stated maturity, to the extent the obligations by acceleration or otherwise) any of the Fund Guaranteed Obligations, such Fund Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingwill promptly pay the same, without limitationany demand or notice whatsoever, because and that in the case of any applicable state extension of time of payment or federal law relating to fraudulent conveyances or transfers) then the obligations renewal of any of the Guarantor hereunder shall Fund Guaranteed Obligations, the same will be limited to promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)terms of such extension or renewal.

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Purchaser, the Administrative Agent for each and the other Secured Party and their respective permitted successors and assigns Parties the prompt payment of the Obligations of Sold Receivables by the Primary Borrower related Obligors and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and all other payment obligations included in the other Loan Documents Sold Assets (collectively, the “Guaranty Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”). This The Seller Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the Guarantor Seller hereunder in respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law Law relating to fraudulent conveyances or transfers) then the such obligations of the Guarantor hereunder Seller shall be limited to the maximum amount that is permissible under Applicable Law (includingwhether federal or state or otherwise and including the Bankruptcy Code and any other applicable bankruptcy, without limitationinsolvency, Debtor Relief Lawsreorganization or other similar laws).

Guaranty of Payment. The In connection with the Credit Agreement, the QB Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent Agent, for the benefit of each Secured Party and their respective permitted successors and assigns assigns, the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of all interest, principal, fees, expenses and other amounts now or hereafter represented by, or arising in connection with: (such guaranty a) each Note set forth on Schedule I (as renewed, extended, modified or substituted, each, a “Qualified Borrower Note”) and (b) the timely payment of all other payment obligations by each Qualified Borrower set forth on Schedule I (each, a “Qualified Borrower”) under the GuarantorCredit Agreement and the other Loan Documents (collectively, the “GuarantyGuaranteed Debt”). This Qualified Borrower Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Obligations of such Borrowers Guaranteed Debt whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the QB Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the QB Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

Guaranty of Payment. The Guarantor hereby unconditionally unconditionally, absolutely and irrevocably guarantees guaranties to the Administrative Agent for each Secured Party Lender the punctual payment and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amendedperformance when due, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, maturity or by acceleration or otherwise) , of the indebtedness and other obligations of the Borrower to the Lender evidenced by the Note, any interest rate management agreement and any other amounts that may become owing by the Borrower under the Loan Documents (such guaranty by the Guarantorindebtedness, the obligations and other amounts are hereinafter referred to as “GuarantyPayment Obligations”). This Guaranty is a present and continuing guaranty of payment and not of collection collectability, and is a continuing irrevocable guaranty the Lender shall not be required to prosecute collection, enforcement or other remedies against the Borrower or guarantor of the Payment Obligations, or to enforce or resort to any collateral for the repayment of the Payment Obligations or other rights or remedies pertaining thereto, before calling the Guarantor for payment. If for any reason the Borrower shall fail or be unable to pay, punctually and fully, any of the Payment Obligations, the Guarantor shall apply pay such obligations to the Lender in full immediately upon demand. One or more successive actions may be brought against the Guarantor, as often as the Lender deems advisable, until all of the Guaranty Payment Obligations of such Borrowers whenever arising until such Obligations have been are paid and performed in full. Notwithstanding any provision to the contrary contained herein or in any of the The Payment Obligations, together with all other Loan Documents, to the extent the payment and performance obligations of the Guarantor shall be adjudicated hereunder, are referred to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then herein as the obligations of the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)“Obligations”.

Guaranty of Payment. The Guarantor hereby unconditionally unconditionally, absolutely and irrevocably guarantees to the Administrative Agent for each Secured Party punctual payment and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amendedperformance when due, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, maturity or by acceleration or otherwise) , of the indebtedness and other obligations of the Borrower to the Lender evidenced by the Note and any other amounts that may become owing by the Borrower under the Loan Documents (such guaranty by the Guarantorindebtedness, obligations and other amounts are hereinafter referred to as the “GuarantyPayment Obligations”). This Guaranty is a present and continuing guaranty of payment and not of collection collectability, and is a continuing irrevocable guaranty the Lender shall not be required to prosecute collection, enforcement or other remedies against any Borrower or any other guarantor of the Payment Obligations, or resort to any collateral for the repayment of the Payment Obligations or other rights or remedies pertaining thereto, before calling on the Guarantor for payment. If for any reason the Borrower shall fail or be unable to pay, punctually and fully, any of the Payment Obligations, the Guarantor shall apply jointly and severally pay such obligations to the Lender in full immediately upon demand. One or more successive actions may be brought against the Guarantor, or any of them, as often as the Lender deems advisable, until all of the Guaranty Payment Obligations of such Borrowers whenever arising until such Obligations have been are paid and performed in full. Notwithstanding any provision The Payment Obligations and the Performance Obligations (as defined below) are referred to herein as the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)“Guaranteed Obligations.”

Guaranty of Payment. The In connection with the Credit Agreement, the QB Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent Agent, for the benefit of each Secured Party and their respective permitted successors and assigns assigns, the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of all interest, principal, fees, expenses and other amounts now or hereafter represented by, or arising in connection with: (such guaranty a) each Note set forth on Schedule I (as renewed, extended, modified or substituted, each, a “Qualified Borrower Note”) and (b) the timely performance of all other obligations by each Qualified Borrower set forth on Schedule I (each, a “Qualified Borrower”) under the GuarantorCredit Agreement and the other Loan Documents (collectively, the “GuarantyGuaranteed Debt”). This Qualified Borrower Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Obligations of such Borrowers Guaranteed Debt whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the QB Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the QB Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

Guaranty of Payment. The Guarantor hereby irrevocably and unconditionally guarantees the due punctual and irrevocably guarantees full payment of any and all obligations of the Company to the Administrative Agent for each Secured Party and their respective permitted successors and assigns Counterparty now or hereafter due pursuant to the prompt payment Agreement in connection with the activities of the Obligations parties under the Agreement (the “Guaranteed Obligation”), subject to the limits set forth herein. Upon any failure by the Company to pay any of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectivelyGuaranteed Obligation, the “Guaranty Obligations”) Guarantor agrees that it will forthwith on demand pay any amounts which the Company has failed to pay the Counterparty, at the place and in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) (such guaranty by the Guarantor, manner specified in the “Guaranty”)Agreement. This Guaranty guaranty is a guaranty of payment and not merely a guaranty of collection and is a continuing irrevocable guaranty and shall apply to all of collection. The Guarantor agrees that the Guaranty Obligations of such Borrowers whenever arising until such Obligations have been paid in full. Notwithstanding any provision Counterparty may resort to the contrary contained herein or in Guarantor for payment of any of the Guaranteed Obligation, whether or not the Counterparty shall have resorted to any collateral security, or shall have proceeded against any other Loan Documents, obligor principally or secondarily obligated with respect to the extent the obligations any of the Guaranteed Obligation. Guarantor shall be adjudicated reserves the right to be invalid or unenforceable for any reason (includingassert defenses, without limitation, because which the Company may have to payment of any applicable state Guaranteed Obligation other than defenses based on lack of capacity, lack of authority, lack of due execution, or federal law relating to fraudulent conveyances arising from the bankruptcy, insolvency, or transfers) then the obligations similar proceeding of the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)Company and other defenses expressly waived hereby.

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Purchaser, the Administrative Agent for each and the other Secured Party and their respective permitted successors and assigns Parties the prompt payment of (i) amounts, if any, necessary to cure any Capital Coverage Amount Deficit and (ii) the Obligations repayment in full to the Purchasers of all Capital in full by the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents Final Maturity Date (collectively, the “Guaranty Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”). This The Seller Guaranty is a guaranty of payment and performance and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the Guarantor Seller hereunder in respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law Law relating to fraudulent conveyances or transfers) then the such obligations of the Guarantor hereunder Seller shall be limited to the maximum amount that is permissible under Applicable applicable Law (includingwhether federal or state or otherwise and including the Bankruptcy Code and any other applicable bankruptcy, without limitationinsolvency, Debtor Relief Lawsreorganization or other similar laws).

Guaranty of Payment. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees guaranties to the Administrative Agent for each Secured Party and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectivelyHolder, the “Guaranty Obligations”) in full punctual payment when due (due, whether at stated maturity, as a mandatory prepayment, maturity or by acceleration or otherwise) , of the indebtedness and other obligations of Company to the Holder evidenced by the Note Purchase Agreement and any other amounts that may become owing by the Company under the Transaction Documents (such guaranty by the Guarantorindebtedness, the obligations and other amounts are hereinafter referred to as “GuarantyPayment Obligations”). This Guaranty is a present and continuing guaranty of payment and not of collection collectibility, and is a continuing irrevocable guaranty Holder shall not be required to prosecute collection, enforcement or other remedies against the Company or any other guarantor of the Payment Obligations, or to enforce or resort to any collateral for the repayment of the Payment Obligations or other rights or remedies pertaining thereto, before calling on Guarantor for payment. If for any reason Company shall fail or be unable to pay, punctually and fully, any of the Payment Obligations, Guarantor shall apply pay such obligations to Holder in full immediately upon demand. One or more successive actions may be brought against Guarantor, as often as Holder deem advisable, until all of the Guaranty Payment Obligations of such Borrowers whenever arising until such Obligations have been are paid and performed in full. Notwithstanding any provision to the contrary contained herein or in any of the The Payment Obligations, together with all other Loan Documents, to the extent the payment obligations of the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be limited are referred to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)herein as “Company’s Obligations.”

Guaranty of Payment. The Each Guarantor hereby unconditionally and irrevocably guarantees guaranties to Lender the Administrative Agent for each Secured Party punctual payment and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amendedperformance when due, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, maturity or by acceleration or otherwise) , of the indebtedness and other obligations of MMI to Lender evidenced by the Note and any other obligations or amounts that may become owing by MMI under the Loan Documents (such guaranty by the Guarantorindebtedness, the “Guaranty”obligations and other amounts are hereinafter referred to as "MMI's Obligations"). This Each Guarantor agrees that this Guaranty is a present and continuing guaranty of payment and not of collection collectibility, and is a continuing irrevocable guaranty and that Lender shall apply not be required to all prosecute collection, enforcement or other remedies against MMI or any other guarantor of MMI's Obligations, or to enforce or resort to any collateral for the Guaranty repayment of MMI's Obligations of or other rights or remedies pertaining thereto, before calling on such Borrowers whenever arising until such Obligations have been paid in fullGuarantor for payment. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of the Each Guarantor shall be adjudicated to be invalid or unenforceable agrees that if for any reason (includingMMI shall fail or be unable to pay, without limitationpunctually and fully, because any of any applicable state MMI's Obligations, such Guarantor shall pay such obligations to Lender in full immediately upon demand. Each Guarantor agrees that one or federal law relating to fraudulent conveyances or transfers) then the obligations more successive actions may be brought against such Guarantor, as often as Lender deems advisable, until all of the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)MMI's Obligations are paid and performed in full.

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Purchaser, the Administrative Agent for each and the other Secured Party and their respective permitted successors and assigns Parties the prompt payment of the Obligations of Sold Receivables by the Primary Borrower related Obligors and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and all other payment obligations included in the other Loan Documents Sold Assets (collectively, the “Guaranty Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”); provided that, any Guaranteed Obligations arising during a Settlement Period may be paid on the related Settlement Date. This The Seller Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the Guarantor Seller hereunder in respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable Applicable Law (whether federal or state or federal law otherwise) relating to fraudulent conveyances or transfers) then the such obligations of the Guarantor hereunder Seller shall be limited to the maximum amount that is permissible under Applicable Law (includingwhether federal or state or otherwise and including the Bankruptcy Code and any other applicable bankruptcy, without limitationinsolvency, Debtor Relief Lawsreorganization or other similar laws).

Guaranty of Payment. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the Administrative Agent for each Secured Party prompt, complete and their respective permitted successors and assigns the prompt full payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at the stated maturity, as a mandatory prepayment, by acceleration or otherwise) (such guaranty by in accordance with the Guarantor, terms of the “Guaranty”)Loan Documents. This Guaranty is a guaranty of payment irrevocable, unconditional and not of collection absolute, and is a continuing irrevocable guaranty and shall apply to all if for any reason any portion of the Obligations is not paid promptly when due, Guarantor will immediately pay the full amount owed to Lender and/or the other Persons to whom such amount is owed, regardless of any defense, right of set-off or counterclaim Borrower may have or assert, and regardless of whether Lender or any other Person has taken any steps to enforce any rights against Borrower or any other Person to collect such sum, and regardless of any other condition or contingency. This Guaranty will also cover interest on the Obligations (as provided for in the Loan Documents) and all reasonable expenses (including attorneys’ fees) incurred by Lender in enforcing the payment of such Borrowers whenever arising until such the Obligations have been paid as provided for in fullthe Loan Documents and the performance of this Guaranty. Notwithstanding any contrary provision to the contrary contained herein or in any of the other Loan Documentsthis Guaranty, to the extent the obligations of the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includinghowever, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be Guarantor’s maximum liability under this Guaranty is limited to the maximum amount extent, if any, required so that its liability is permissible not subject to avoidance under Applicable Law (including, without limitation, applicable Debtor Relief LawsLaws (as defined in the Credit Agreement).

Guaranty of Payment. The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to the Administrative Agent for each Secured Party and their respective permitted successors the Lenders as primary obligor and assigns not as surety, the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amendedpayment, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepaymentdue, by acceleration or otherwise, of the Indebtedness. For the purposes hereof, “Indebtedness” shall mean, without duplication, all Obligations of the Borrowers (including, without limitation, interest accruing after an event of bankruptcy or insolvency, regardless of whether such interest is allowed as a claim under any Debtor Relief Laws and all related Attorney Costs) (such guaranty by to the GuarantorLenders and the Administrative Agent, whenever arising, under the Credit Agreement, the “Guaranty”)Notes or the other Credit Documents, whether such Indebtedness is now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, as such Indebtedness may be modified, extended, renewed or replaced from time to time. This Guaranty The guaranty of the Guarantor as set forth in this section is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Obligations of such Borrowers whenever arising until such Obligations have been paid in fullcollection. Notwithstanding any provision to the contrary contained herein or in any other of the other Loan Credit Documents, to the extent the obligations of the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render its obligations hereunder subject to avoidance under Applicable Law (including, without limitation, Debtor Relief Laws)Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.

Guaranty of Payment. The Guarantor Parent Borrower hereby absolutely, irrevocably and unconditionally guaranties the full and irrevocably guarantees to the Administrative Agent for each Secured Party and their respective permitted successors and assigns the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of the obligations of each Subsidiary Borrower hereunder and under the other Loan Documents to which it is party (such guaranty by the Guarantorcollectively, the “GuarantySubsidiary Obligations”). This Guaranty is guaranty constitutes a guaranty of payment and not of collection and neither the Lenders nor the Administrative Agent acting on their behalf shall have any obligation to enforce any Loan Document against any Subsidiary Borrower or exercise any right or remedy thereunder by any action, prior to being entitled to the benefits of this Section 11.24. The Administrative Agent may, at its option, proceed against the Parent Borrower in the first instance, to enforce the Subsidiary Obligations without first proceeding against the any Subsidiary Borrower or any other Person, and without first resorting to any other rights or remedies, as the Administrative Agent may deem advisable. In furtherance hereof, if the Administrative Agent is a continuing irrevocable guaranty and prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Subsidiary Obligation in accordance with its terms, the Administrative Agent shall apply be entitled to all of receive hereunder from the Guaranty Obligations of such Borrowers whenever arising until such Obligations Parent Borrower after demand therefor, the sums which would have been paid in full. Notwithstanding any provision to the contrary contained herein otherwise due had such collection or in any of the other Loan Documents, to the extent the obligations of the Guarantor shall be adjudicated to be invalid enforcement not been prevented or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, Debtor Relief Laws)hindered.

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Purchaser, the Administrative Agent for each and the other Secured Party and their respective permitted successors and assigns Parties (the Seller in such capacity, the “RPA Guarantor”) the prompt payment of the Obligations of Sold Receivables by the Primary Borrower related Obligors and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and all other payment obligations included in the other Loan Documents Sold Assets (collectively, the “Guaranty Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”). This The Seller Guaranty is a guaranty of payment and performance and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the RPA Guarantor hereunder in respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law Law relating to fraudulent conveyances or transfers) then the such obligations of the RPA Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable applicable Law (includingwhether federal or state or otherwise and including the Bankruptcy Code and any other applicable bankruptcy, without limitationinsolvency, Debtor Relief Lawsreorganization or other similar laws).

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to the Administrative Agent for each Purchaser and the other Secured Party and their respective permitted successors and assigns Parties the prompt payment of the Obligations of Sold Receivables by the Primary Borrower related Obligors and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and all other payment obligations included in the other Loan Documents Sold Assets (collectively, the “Guaranty Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”). This The Seller Guaranty is a guaranty of payment and not merely of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the Guarantor Seller hereunder in respect to the Seller Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law Law relating to fraudulent conveyances or transfers) ), then the such obligations of the Guarantor hereunder Seller shall be limited to the maximum amount that is permissible under Applicable applicable Law (includingwhether federal or state or otherwise and including the Bankruptcy Code and any other applicable bankruptcy, without limitationinsolvency, Debtor Relief Lawsreorganization or other similar laws). Payments under this Seller Guaranty will be made to the extent of available funds in accordance with Section 4.01(c) following demand therefor (or upon automatic acceleration thereof in the circumstances provided in Article IX) notwithstanding any stay, injunction or other prohibition preventing such demand.

Guaranty of Payment. The Guarantor Seller hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to each Purchaser, the Administrative Agent for each and the other Secured Party and their respective permitted successors and assigns Parties the prompt payment of the Obligations of Sold Receivables by the Primary Borrower related Obligors and each Qualified Borrower listed on Schedule I hereto (as amended, restated, modified or supplemented from time to time) under this Credit Agreement and all other payment obligations included in the other Loan Documents Sold Assets (collectively, the “Guaranty Seller Guaranteed Obligations”) ), in each case, in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) otherwise (such guaranty by the Guarantorguaranty, the “Seller Guaranty”). This The Canadian Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each Purchaser, the Administrative Agent and the other Secured Parties the prompt payment of the Seller Obligations (collectively, the “Canadian Guarantor Guaranteed Obligations”; together with the Seller Guaranteed Obligations, the “Guaranteed Obligations”), in each case, in full when due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise (such guaranty, the “Canadian Guarantor Guaranty”; together with the Seller Guaranty, the “SPV Entity Guarantees”). Each SPV Entity Guaranty is a guaranty of payment and performance and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Guaranteed Obligations of such Borrowers whenever arising until such Obligations have been paid in fullarising. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to To the extent the obligations of the Guarantor any SPV Entity hereunder in respect to its SPV Entity Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state state, provincial or federal law Law relating to fraudulent conveyances or transfers) then the such obligations of the Guarantor hereunder such SPV Entity shall be limited to the maximum amount that is permissible under Applicable applicable Law (includingwhether federal, without limitation, provincial or state or otherwise and including Debtor Relief Laws).

Guaranty of Payment. The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to the Administrative Agent for each Secured Party and their respective permitted successors the Lenders as primary obligor and assigns not as surety, the prompt payment of the Obligations of the Primary Borrower and each Qualified Borrower listed on Schedule I hereto (as amendedpayment, restated, modified or supplemented from time to time) under this Credit Agreement and the other Loan Documents (collectively, the “Guaranty Obligations”) in full when due (whether at stated maturity, as a mandatory prepaymentdue, by acceleration or otherwise, of the Indebtedness. For the purposes hereof, "Indebtedness" shall mean, without duplication, all Obligations of the Borrowers (including, without limitation, interest accruing after an event of bankruptcy or insolvency, regardless of whether such interest is allowed as a claim under any Debtor Relief Laws and all related Attorney Costs) (such guaranty by to the GuarantorLenders and the Administrative Agent, whenever arising, under the Credit Agreement, the “Guaranty”)Notes or the other Credit Documents, whether such Indebtedness is now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, as such Indebtedness may be modified, extended, renewed or replaced from time to time. This Guaranty The guaranty of the Guarantor as set forth in this section is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Guaranty Obligations of such Borrowers whenever arising until such Obligations have been paid in fullcollection. Notwithstanding any provision to the contrary contained herein or in any other of the other Loan Credit Documents, to the extent the obligations of the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantor hereunder shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render its obligations hereunder subject to avoidance under Applicable Law (including, without limitation, Debtor Relief Laws)Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.