Common use of Holdings Guaranty Clause in Contracts

Holdings Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Holdings Guaranty. In order Notwithstanding the foregoing, with respect to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition any repayment of the direct benefits to be received by Holdings from Obligations the proceeds of which are obtained from the Loans Holdings Guaranty: i. the Administrative Agent shall have no responsibility to enforce or collect payments under the Holdings Guaranty and no Lender shall be entitled to enforce or collect payments under the issuance Holdings Guaranty to the extent that the exercise or remedies and/or the receipt of payments under the Holdings Guaranty shall violate any Laws; and ii. to the extent that payments under the Holdings Guaranty do not violate any Laws, any Lender, in their sole and absolute discretion, may decline to accept payments as a result of the Letters exercise of Creditremedies against the Holdings Guaranty. Upon the exercise of remedies, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety Administrative Agent will notify each Lender of the full and prompt payment when due, whether upon maturity, acceleration or otherwise, receipt of any and proceeds from the Holdings Guaranty. Any Lender may decline to accept all (but not less than all) of the Guaranteed Obligations its share of any such payment by providing written notice to the Guaranteed CreditorsAdministrative Agent no later than five (5) Business Days after the date of such Xxxxxx’s receipt of notice from the Administrative Agent regarding such payment. If any or all of the Guaranteed Obligations Lender does not give a notice to the Guaranteed Creditors becomes due and payable hereunderAdministrative Agent on or prior to such fifth Business Day informing the Administrative Agent that it declines to accept the applicable payment, Holdings unconditionally promises to pay then such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may Lender will be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed deemed to have been created in reliance hereonaccepted such payment. If claim is ever Any payment made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable paid to the aforesaid payees hereunder for Administrative Agent and applied by the amount so repaid Administrative Agent as set forth in Section 8.03 with any amounts declined by a Lender being distributed ratably among the Lenders accepting such payment. To the extent the Administrative Agent is unwilling to accept any payments under the Holdings Guaranty, the Administrative Agent may appoint another Lender to exercise the allocation of payments under this Section 8.03(d). Any amounts rejected by a Lender under this Section 8.03(d) shall not in any way reduce or recovered otherwise modify the Obligations owing to such Lender from the same extent as if such amount had never originally been received by any such payeeLoan Parties.

Holdings Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of CreditSecond-Lien Loans, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Holdings Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credithereunder, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed CreditorsLender. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness (subject to the Guaranteed Creditorsprovisions of Section 2.11) such Obligations to the Lender, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in Lender collecting any of the Guaranteed Obligations. This Holdings Guaranty is a continuing one guaranty of payment and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereonnot of collection. If a claim is ever made upon any Guaranteed Creditor the Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower)claimant, then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Holdings Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders Banks as follows: Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the BorrowerBorrowers), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the any Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Holdings Guaranty. In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct benefits to be received by Holdings the Borrower from the proceeds of the Loans and the issuance of the Letters of CreditLoans, Holdings hereby agrees with the Lenders Guaranteed Creditors as follows: : (i) Holdings hereby and unconditionally and irrevocably guaranteesguarantees to the Guaranteed Creditors, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed CreditorsCreditors and (ii) Holdings unconditionally and irrevocably fully indemnifies each Lender on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by such Lender as a result of or in connection with any obligation or liability guaranteed by Holdings being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which such Lender would otherwise have been entitled to recover. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises and irrevocably undertakes to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Holdings Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event event, Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Holdings Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees, as primary obligor guarantees to each Holder and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due Trustee and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any its successors and all expenses which may be incurred by the Guaranteed Creditors in collecting any of assigns the Guaranteed Obligations. This Holdings Guaranty is a continuing one further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings and all liabilities to which it applies that Holdings will remain bound under this Article 11 notwithstanding any extension or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon renewal of any Guaranteed Creditor for repayment or recovery of any amount or amounts received in Obligation. Holdings waives presentation to, demand of, payment or on account from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of Holdings hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the aforesaid payees repays terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of Holdings. Holdings further agrees that its Holdings Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Holdings Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full in cash of the principal of and premium, if any, and interest on all Senior Indebtedness of Holdings and the Holdings Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.03 and 11.07, the obligations of Holdings hereunder shall not be subject to any reduction, limitation, impairment or part termination for any reason, including any claim of said amount waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of (i) any judgmentthe invalidity, decree illegality or order unenforceability of the Guaranteed Obligations, the Indenture, the Securities or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings herein shall not be discharged or impaired or otherwise affected by the failure of any court Holder or administrative body having jurisdiction over such payee the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any of its property other agreement, by any waiver or (ii) any settlement or compromise modification of any such claim effected thereof, by such payee any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Holdings or would otherwise operate as a discharge of Holdings as a matter of law or equity. Holdings further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Holdings hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such claimant Guaranteed Obligations, (including 2) accrued and unpaid interest on such Guaranteed Obligations (but only to the Borrower), then extent not prohibited by law) and in such event (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Holdings agrees that it shall not be entitled to any such judgmentright of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Holdings further agrees that, decreeas between it, orderon the one hand, settlement or compromise shall and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations Guaranteed hereby may be binding upon Holdingsaccelerated as provided in Article 6 for the purposes of the Holdings Guaranty herein, notwithstanding any revocation stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings for the purposes of this Section. Holdings Guaranty also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any other instrument evidencing Holder in enforcing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeerights under this Section.