Common use of Guaranty Provisions Clause in Contracts

Guaranty Provisions. In consideration of the services provided by JPMorgan under this Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) the due and punctual payment, when and as the same shall become due and payable, of each and every obligation of the Issuer hereunder (each of the foregoing being an “Obligation” and, collectively, the “Obligations”) at the time and place and otherwise in accordance with the terms of this Agreement, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the Issuer, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that upon default in the payment when due of any Obligation it will forthwith cause the payment of each and every Obligation to be made punctually to JPMorgan, when and as the same shall become due and payable, and as if such payment were made by the Issuer. The Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with respect to any collateral at any time securing the Obligations or any other guaranty thereof; and the Guarantor hereby consents to any and all extensions of time of payment of any or all of the Obligations and to the release of any such collateral or other guaranty. This guaranty is a guaranty of payment and not of collection merely and shall be a continuing guaranty and, as such, shall remain operative and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If at any time any payment of any Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer (or the appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer or any substantial part of its assets, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Guarantor hereby irrevocably agrees that it will not be entitled to enforce any right or remedy arising out of any right of subrogation that it may have or be entitled to, by operation of law or otherwise, as a result of payments by such Guarantor hereunder, until all Obligations have been paid and actually received in full by the party to whom any such Obligation is due.

Guaranty Provisions. In consideration (a) Each Borrower hereby agrees that it is jointly and severally liable for all of the services provided by JPMorgan under this Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (Liabilities as a primary obligor and not merely as surety) . Each Borrower hereby absolutely and unconditionally guarantees to Bank, the due prompt payment and punctual paymentperformance when due, when whether at stated maturity, upon acceleration or otherwise, and as the same shall become due and payableat all times thereafter, of each the Obligations, including, without limitation, all court costs and every obligation of the Issuer hereunder (each of the foregoing being an “Obligation” andattorneys’ and paralegals’ fees and expenses, collectively, the “Obligations”) at the time and place and otherwise all other costs paid or incurred by Bank in accordance with the terms of this Agreement, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer, (iv) the absence of any action endeavoring to enforce any Obligation or the Notes or this Agreement collect all or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the Issuer, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that upon default in the payment when due of any Obligation it will forthwith cause the payment of each and every Obligation to be made punctually to JPMorgan, when and as the same shall become due and payable, and as if such payment were made by the Issuer. The Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with respect to any collateral at any time securing the Obligations or any other guaranty thereof; and the Guarantor hereby consents to any and all extensions of time of payment of any or all part of the Obligations from, or in prosecuting any action against, any Loan Party (such guaranteed liabilities and obligations are the “Guaranteed Liabilities”). Each Borrower further agrees that the Guaranteed Liabilities may be extended or renewed in whole or in part without notice to the release of or further assent from it, and that it remains bound upon its guarantee notwithstanding any such collateral extension or other guarantyrenewal. This The guaranty provided hereunder is a guaranty of payment and not of collection merely collection. Each Borrower waives any right to require Bank to xxx any other Borrower, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Liabilities. Each Borrower is jointly and severally liable for all amounts due to Bank under this Agreement and the other Loan Documents, regardless of which Borrower actually receives the benefit of the Advances or other extensions of credit hereunder or the amount of such Advances received or the manner in which Bank accounts for such Advances or other extensions of credit on its books and records. Each Borrower acknowledges that such Borrower is jointly and severally liable for such Advances issued by Bank. (b) Bank shall not be required or obligated to take any of the following action prior to pursuing any rights or remedies Bank may have against any Borrower: (1) take any action to collect from, or to file any claim of any kind against, any other Borrower or any other person or entity liable, jointly or severally, for the full and timely payment and performance of the Guaranteed Liabilities; (2) take any steps to protect, enforce, take possession of, perfect any interest in, foreclose or realize on any collateral or security, if any, securing the Guaranteed Liabilities; or (3) in any other respect, exercise any diligence whatsoever in enforcing, collecting or attempting to collect any of the Guaranteed Liabilities by any means. (c) Each Borrower unconditionally and irrevocably waives each and every defense (other than the indefeasible payment and satisfaction in full in cash of the Guaranteed Liabilities) which would otherwise impair, restrict, diminish or affect any of the Guaranteed Liabilities. Without limiting the foregoing, Bank shall have the exclusive right from time to time without impairing, restricting, diminishing or affecting any of the Guaranteed Liabilities, and without notice of any kind to all Borrowers, to (1) provide additional financial accommodations to any Borrower; (2) accept partial payments on the Guaranteed Liabilities; (3) take and hold collateral or security to secure the Guaranteed Liabilities, or take any other guaranty to secure the Guaranteed Liabilities; (4) in its sole discretion, apply any such collateral or security, and direct the order or manner of sale thereof, and the application of the proceeds thereof; (5) release any Borrower or other co-obligor of the Guaranteed Liabilities; and (6) settle, release, compromise, collect or otherwise liquidate the Guaranteed Liabilities or exchange, enforce, sell, lease, use, maintain, impair and release any collateral or security therefor in any manner, without affecting or impairing any of the Guaranteed Liabilities hereunder. (d) Each Borrower hereby unconditionally waives (1) notice of any default by any Borrower in the full and prompt payment and performance of the Guaranteed Liabilities, and (2) presentment, notice of dishonor, protest, demand for payment and any other notices of any kind. (e) Each Borrower assumes full responsibility for keeping informed of (1) the financial condition of the other Borrowers; (2) the extent of the Guaranteed Liabilities; and (3) all other circumstances bearing upon the other Borrowers or the risk of non-payment of the Guaranteed Liabilities. Each Borrower agrees that Bank shall have no duty or obligation to advise, furnish or supply such Borrower of or with any information known to Bank, including, but not limited to, the financial condition of the other Borrowers, any other circumstances relating to non-payment of the Guaranteed Liabilities or otherwise. If Bank, in its sole discretion, provides any advice or information to any Borrower, Bank shall be a continuing guaranty andunder no obligation to investigate the matters contained in such advice or information, as suchor to correct such advice or information if Bank thereafter knows or should have known that such advice or information is misleading or untrue, shall remain operative in whole or in part, or to update or provide any other advice or information in the future. (f) Each Borrower acknowledges and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If at any time any payment of any Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer (or the appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer or any substantial part of its assets, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Guarantor hereby irrevocably agrees that it will not be entitled to enforce any right or remedy arising out of any right of subrogation that it may have a right of indemnification, subrogation, contribution and reimbursement from the other Borrowers or be entitled Bank based upon its execution of this Loan Agreement. Each Borrower understands the benefits of having such rights, including, but not limited to, (1) such Borrower’s right to reimbursement from the other Borrowers of all monies expended for the payment of the Guaranteed Liabilities; and (2) such Borrower’s subrogation to the rights of Bank after payment of the Guaranteed Liabilities. No Borrower shall exercise any such rights of indemnification, subrogation, contribution or reimbursement from the other Borrowers or Bank prior to the indefeasible payment and satisfaction in full to Bank of the Guaranteed Liabilities. (g) Each Borrower appoints each other Borrower as its agent for all purposes relevant to this Loan Agreement and the Other Agreements, including, without limitation, the giving and receipt of notices and execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all of the Borrowers or any Borrower acting singly, shall be valid and effective if given or taken only by one Borrower, whether or not the other Borrowers join therein. (h) The successful operation and condition of each of the Borrowers is dependent on the continued successful performance of the functions of the group of the Borrowers as a whole and the successful operation of each of the Borrowers is dependent on the successful performance and operation of each other Borrower. Each Borrower expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Borrowers and (ii) the credit extended by the Bank to Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Borrower acknowledges and agrees that the proceeds of any Advances made to Borrowers that are subsequently advanced to such Borrower will be used by such Borrower for its working capital and accordingly each such Borrower is benefitted by the Advances provided by Bank to Borrowers hereunder. Each Borrower has determined that execution, delivery, and performance of this Loan Agreement and any other Loan Documents to be executed by such Borrower is within its purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest. (i) Notwithstanding any provision of the guaranty set forth in this Section 8.12 (this “Guaranty”) to the contrary, it is intended that this Guaranty, and any Liens granted by each Borrower to secure this Guaranty, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, each Borrower agrees that if this Guaranty, or any liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Lien to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the “Bankruptcy Code” (as hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or otherwisesimilar law of any state, nation or other governmental unit, as a result of payments by such Guarantor hereunder, until all Obligations have been paid and actually received in full by the party effect from time to whom any such Obligation is duetime.

Guaranty Provisions. In consideration of the services provided by JPMorgan under this Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) the due and punctual payment, when and as the same shall become due and payable, of each and every obligation of the Issuer hereunder (each of the foregoing being an “Obligation” and, collectively, the “Obligations”) at the time and place and otherwise in accordance with the terms of this AgreementAgreement and the Notes, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the Issuer, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that upon default in the payment when due of any Obligation it will forthwith cause the payment of each and every Obligation to be made punctually to JPMorganJPMorgan or the holder of a Note, as the case may be, when and as the same shall become due and payable, and as if such payment were made by the Issuer. The Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with respect to any collateral at any time securing the Obligations or any other guaranty thereof; and the Guarantor hereby consents to any and all extensions of time of payment of any or all of the Obligations and to the release of any such collateral or other guaranty. This guaranty is a guaranty of payment and not of collection merely and shall be a continuing guaranty and, as such, shall remain operative and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If at any time any payment of any Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer (or the appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer or any substantial part of its assets, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Guarantor hereby irrevocably agrees that it will not be entitled to enforce any right or remedy arising out of any right of subrogation that it may have or be entitled to, by operation of law or otherwise, as a result of payments by such Guarantor hereunder, until all Obligations have been paid and actually received in full by the party to whom any such Obligation is due.

Guaranty Provisions. In consideration of the services provided by JPMorgan under this Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) the due and punctual payment, when and as the same shall become due and payable, of each and every obligation of the Issuer AXA Financial hereunder (each of the foregoing being an “Obligation” "OBLIGATION" and, collectively, the “Obligations”"OBLIGATIONS") at the time and place and otherwise in accordance with the terms of this Agreement, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the IssuerAXA Financial, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the IssuerAXA Financial, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that upon default in the payment when due of any Obligation it will forthwith cause the payment of each and every Obligation to be made punctually to JPMorgan, when and as the same shall become due and payable, and as if such payment were made by the IssuerAXA Financial. The Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the IssuerAXA Financial, or exhaust any right to take any action against the Issuer AXA Financial or with respect to any collateral at any time securing the Obligations or any other guaranty thereof; and the Guarantor hereby consents to any and all extensions of time of payment of any or all of the Obligations and to the release of any such collateral or other guaranty. This guaranty is a guaranty of payment and not of collection merely and shall be a continuing guaranty and, as such, shall remain operative and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If at any time any payment of any Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer AXA Financial (or the appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer AXA Financial or any substantial part of its assets, the Guarantor’s 's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Guarantor hereby irrevocably agrees that it will not be entitled to enforce any right or remedy arising out of any right of subrogation that it may have or be entitled to, by operation of law or otherwise, as a result of payments by such Guarantor hereunder, until all Obligations have been paid and actually received in full by the party to whom any such Obligation is due.

Guaranty Provisions. In consideration of the services provided by JPMorgan under this Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) the due and punctual payment, when and as the same shall become due and payable, of each and every obligation of the Issuer hereunder (each of the foregoing being an “Obligation” and, collectively, the “Obligations”") at the time and place and otherwise in accordance with the terms of this Agreement, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the Issuer, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that upon default in the payment when due of any Obligation it will forthwith cause the payment of each and every Obligation to be made punctually to JPMorgan, when and as the same shall become due and payable, and as if such payment were made by the Issuer. The Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with respect to any collateral at any time securing the Obligations or any other guaranty thereof; and the Guarantor hereby consents to any and all extensions of time of payment of any or all of the Obligations and to the release of any such collateral or other guaranty. This guaranty is a guaranty of payment and not of collection merely and shall be a continuing guaranty and, as such, shall remain operative and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If at any time any payment of any Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer (or the appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer or any substantial part of its assets, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Guarantor hereby irrevocably agrees that it will not be entitled to enforce any right or remedy arising out of any right of subrogation that it may have or be entitled to, by operation of law or otherwise, as a result of payments by such Guarantor hereunder, until all Obligations have been paid and actually received in full by the party to whom any such Obligation is due.

Guaranty Provisions. In consideration of the services provided by JPMorgan Chase under this Agreement, the Guarantor Guarantors, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) the due and punctual payment, when and as the same shall become due and payable, of each and every obligation of the Issuer hereunder (each of the foregoing being an “"Obligation” " and, collectively, the “"Obligations”") at the time and place and otherwise in accordance with the terms of this Agreement, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the Issuer, the noteholders or JPMorganChase, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the GuarantorGuarantors. The Guarantor Guarantors hereby agrees agree that upon default in the payment when due of any Obligation it they will forthwith cause the payment of each and every Obligation to be made punctually to JPMorganChase, when and as the same shall become due and payable, and as if such payment were made by the Issuer. The Each Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan Chase on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with respect to any collateral at any time securing the Obligations or any other guaranty thereof; and the Guarantor Guarantors hereby consents consent to any and all extensions of time of payment of any or all of the Obligations and to the release of any such collateral or other guaranty. This guaranty is a guaranty of payment and not of collection merely and shall be a continuing guaranty and, as such, shall remain operative and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If at any time any payment of any Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Issuer (or the appointment of a trustee, receiver, intervenor or conservator or similar official for the Issuer or any substantial part of its assets, the Guarantor’s Guarantors' obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Guarantor Guarantors hereby irrevocably agrees agree that it they will not be entitled to enforce any right or remedy arising out of any right of subrogation that it may have or be entitled to, by operation of law or otherwise, as a result of payments by such each Guarantor hereunder, until all Obligations have been paid and actually received in full by the party to whom any such Obligation is due.

Guaranty Provisions. (A) In consideration of the services provided Loans made and to be made by JPMorgan under this AgreementXxxxxxx to Borrower pursuant to the Credit Agreement and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally unconditionally, directly, irrevocably, completely and irrevocably immediately guarantees (as primary obligor the full and not merely as surety) the due and punctual prompt payment, when due, whether by acceleration or otherwise, and as the same shall become due and payableprompt performance, of each the Guaranteed Obligations. (B) Guarantor further agrees to pay to Administrative Agent, for the benefit of itself and every obligation of the Issuer hereunder (each of the foregoing being an “Obligation” andothers Lenders, collectivelyupon demand, the “Obligations”) at the time all losses and place reasonable costs and otherwise expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in accordance with the terms of this Agreement, irrespective of (i) the validity, binding effect, legality, enforceability or modification to, or amendment or waiver of, or compliance with, the Notes or this Agreement, (ii) whether the Notes or this Agreement shall have been duly executed by the respective parties thereto, (iii) any change in the existence or structure of, or the bankruptcy or insolvency of, the Issuer, (iv) the absence of any action to enforce any Obligation or the Notes or this Agreement or any collateral security or other guaranty thereof, (v) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Notes or this Agreement, (vi) the existence of any claim, set-off, counterclaim or other right that the Guarantor may have against the Issuer, the noteholders or JPMorgan, or (vii) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that upon default in the payment when due of any Obligation it will forthwith cause the payment of each and every Obligation Guaranteed Obligations to be made punctually paid, performed or otherwise satisfied, incurred in enforcing or endeavoring to JPMorgan, when and as the same shall become due and payable, and as if such payment were made by the Issuer. The Guarantor hereby expressly waives presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the noteholders, or JPMorgan on behalf of the noteholders, file claims in the event of receivership or bankruptcy of the Issuer, or exhaust any right to take any action against the Issuer or with respect to any collateral at any time securing the Obligations enforce this Guaranty or any other guaranty thereof; and Loan Document or in attempting to protect or preserve any property, personal or real, securing the Guaranteed Obligations or this Guaranty. (C) Guarantor hereby consents agrees that this Guaranty shall continue to any and all extensions of time of payment of any be effective or all of the Obligations and to the release of any such collateral or other guaranty. This guaranty is a guaranty of payment and not of collection merely and shall be a continuing guaranty andreinstated, as suchthe case may be, shall remain operative and in full force and effect until all Obligations shall have been paid and actually received in full by the party to whom any such Obligation is due. If if at any time any payment by Borrower or any other Person to Administrative Agent or any other Lender on account of any Obligation the Guaranteed Obligations is rescinded or must otherwise be returned or restored or returned upon the insolvencyinsolvency or bankruptcy of Borrower or any other obligor, bankruptcyguarantor, reorganization, dissolution endorser or liquidation surety of the Issuer Guaranteed Obligations (an “Other Guarantor”) or the appointment of a trusteefor any other reason, receiver, intervenor or conservator or similar official for the Issuer or any substantial part of its assets, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated at such time all as though such payment had not been made. (D) Guarantor’s maximum Guaranteed Obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against Guarantor under the Bankruptcy Code on or within one year from the date on which any of the Guaranteed Obligations are incurred, the maximum amount that would not otherwise cause the Guaranteed Obligations hereunder (or any other obligations of Guarantor to Administrative Agent, Syndication Agent, Documentation Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Guaranteed Obligations of Guarantor are incurred, the maximum amount that would not otherwise cause the Guaranteed Obligations of Guarantor hereunder (or any other obligations of Guarantor to Administrative Agent, Syndication Agent, Documentation Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, fraudulent transfer or fraudulent conveyance, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the Guaranteed Obligations of Guarantor hereunder (or any other obligations of Guarantor to Administrative Agent, Syndication Agent, Documentation Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of Guarantor hereunder (or any other obligations of Guarantor to Administrative Agent, Syndication Agent, Documentation Agent, Lenders and any other Person holding any of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”). To the extent set forth above, but only to the extent that the Guaranteed Obligations of Guarantor hereunder, or the transfers made by Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or Guaranteed Obligations of Guarantor hereunder would render Guarantor insolvent, or leave Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the Guaranteed Obligations of Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then the Guaranteed Obligations hereunder shall be reduced to the maximum amount which, after giving effect thereto, would not cause the Guaranteed Obligations of Guarantor hereunder (or any other obligations of Guarantor to Administrative Agent, Syndication Agent, Documentation Agent, Lenders or any other Person holding any of the Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, Syndication Agent, Documentation Agent, Lenders and any other Person holding any of the Obligations to the maximum extent that would not cause the Guaranteed Obligations of Guarantor he reunder to be subject to avoidance under any Avoidance Provisions, and neither Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as against Administrative Agent, Syndication Agent, Documentation Agent, Lenders or any other Person holding any of the Obligations that would not otherwise be available to such Person under the Avoidance Provisions. Xxxxxxxxx agrees that the Guaranteed Obligations of Guarantor hereunder may at any time and from time to time exceed the Maximum Guarantor Liability, without impairing this Guaranty or any provision contained herein or affecting the rights and remedies of Lenders and Administrative Agent hereunder. (E) Guarantor assents to all terms and agreements heretofore or hereafter made by Borrower or any Other Guarantor with Administrative Agent or any other Lender. (F) Guarantor hereby irrevocably agrees consents to the following and agrees, with or without notice (all notices being hereby waived), that it Guarantor’s liability will not be entitled to enforce any right affected or remedy arising out imp aired by (i) the exchange, release, subordination or surrender of any right collateral regardless of subrogation that it may have or be entitled to, by operation of law or otherwise, as a result of payments by such Guarantor hereunder, until all Obligations have been paid and actually the consideration (if any) received in full by exchange therefor, any lien or any claim against Borrower, any Other Guarantor or any other Person, or the party waiver, release or subordination of any security interest, in whole or in part; (ii) the exercise of, or the waiver or delay in the exercise of, any of Administrative Agent’s or any other Lender’s rights or remedies against Borrower, any Other Guarantor or any other Person (including, without limitation, any extension of a maturity date or any waiver of a condition to whom any such Obligation is due.an advance); (iii) Administrative Agent otherwise acting or refraining from acting;