Common use of Obligations Under the Guaranty Clause in Contracts

Obligations Under the Guaranty. In accordance with Section 4.14 of the Guaranty, the New Guarantor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees as follows: (a) Along with all Guarantors named in the Guaranty, to jointly and severally unconditionally guarantee to each Senior Credit Party and to the Administrative Agent and its successors and assigns, irrespective of the validity and enforceability of the Loan Documents or the obligations of the Borrower hereunder or thereunder, the due and punctual payment and performance of the Loan Obligations, and that all other obligations of the Borrower to the Senior Credit Parties or the Administrative Agent under the Loan Documents shall be promptly paid in full or performed, all in accordance with the terms thereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the New Guarantor shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Senior Credit Party with respect to any provisions hereof or thereof, the recovery of any judgment against the Borrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest, notice and all demands whatsoever. (d) The obligations of the New Guarantor hereunder shall not be discharged except by complete performance of the obligations contained in the Guaranty, the Loan Documents and this Guaranty Supplement and the New Guarantor accepts all obligations of a Guarantor under the Guaranty. (e) If any Senior Credit Party or the Administrative Agent is required by any court or otherwise to return to the Borrower, the Guarantors (including the New Guarantor), or any custodian, trustee, liquidator or other similar official acting in relation to either the Borrower or the Guarantors, any amount paid either to the Administrative Agent or such Senior Credit Party, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The New Guarantor shall not be entitled to any right of subrogation in relation to the Senior Credit Parties in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the New Guarantor, on the one hand, and the Senior Credit Parties and the Administrative Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VIII of the Credit Agreement for the purposes of the obligations of the New Guarantor hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VIII of the Credit Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by the New Guarantor for the purpose of the obligations of the New Guarantor hereunder. (h) The New Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Senior Credit Parties under this Guarantee. (i) Pursuant to Section 2.3(d) of the Guaranty, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guaranty, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such New Guarantor under this Guarantee shall not constitute a fraudulent transfer or conveyance. (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Borrower for liquidation, reorganization, should the Borrower become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Borrower’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Loan Obligations are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Loan Obligations and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Loan Obligations shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (k) In case any provision of this Guaranty Supplement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (l) The obligations of the New Guarantor hereunder shall be a general senior secured obligation of such New Guarantor, ranking pari passu with any other future Senior Indebtedness of the New Guarantor, if any, and senior in right of payment to all existing and future Subordinated Indebtedness of the New Guarantor. (m) Each payment to be made by the New Guarantor in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Obligations Under the Guaranty. In accordance with Section 4.14 of the Guaranty, the each New Guarantor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor and the each New Guarantor hereby agrees as follows: (a) : Along with all Guarantors named in the Guaranty, to jointly and severally unconditionally guarantee to each Senior Credit Party and to the Administrative Agent and its successors and assigns, irrespective of the validity and enforceability of the Loan Documents or the obligations of the Borrower hereunder or thereunder, the due and punctual payment and performance of the Loan Obligations, and that all other obligations of the Borrower to the Senior Credit Parties or the Administrative Agent under the Loan Documents shall be promptly paid in full or performed, all in accordance with the terms thereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the such New Guarantor shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) . The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Senior Credit Party with respect to any provisions hereof or thereof, the recovery of any judgment against the Borrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) . The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest, notice and all demands whatsoever. (d) . The obligations of the such New Guarantor hereunder shall not be discharged except by complete performance of the obligations contained in the Guaranty, the Loan Documents and this Guaranty Supplement and the such New Guarantor accepts all obligations of a Guarantor under the Guaranty. (e) . If any Senior Credit Party or the Administrative Agent is required by any court or otherwise to return to the Borrower, the Guarantors (including the such New Guarantor), or any custodian, trustee, liquidator or other similar official acting in relation to either the Borrower or the Guarantors, any amount paid either to the Administrative Agent or such Senior Credit Party, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The . Such New Guarantor shall not be entitled to any right of subrogation in relation to the Senior Credit Parties in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) . As between the such New Guarantor, on the one hand, and the Senior Credit Parties and the Administrative Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VIII of the Credit Agreement for the purposes of the obligations of the such New Guarantor hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VIII of the Credit Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by the such New Guarantor for the purpose of the obligations of the such New Guarantor hereunder. (h) The . Such New Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Senior Credit Parties under this Guarantee. (i) . Pursuant to Section 2.3(d) of the Guaranty, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guaranty, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such New Guarantor under this Guarantee shall not constitute a fraudulent transfer or conveyance. (j) . This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Borrower for liquidation, reorganization, should the Borrower become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Borrower’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Loan Obligations are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Loan Obligations and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Loan Obligations shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (k) . In case any provision of this Guaranty Supplement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (l) . The obligations of the such New Guarantor hereunder shall be a general senior secured obligation of such New Guarantor, ranking pari passu with any other future Senior Indebtedness of the such New Guarantor, if any, and senior in right of payment to all existing and future Subordinated Indebtedness of the such New Guarantor. (m) . Each payment to be made by the such New Guarantor in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Obligations Under the Guaranty. In accordance with Section 4.14 of the Guaranty, the New Guarantor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees as follows: (a) Along with all Guarantors named in the Guaranty, to jointly and severally unconditionally guarantee to each Senior Credit Party and to the Administrative Agent and its successors and assigns, irrespective of the validity and enforceability of the Loan Documents or the obligations of the Borrower hereunder or thereunder, the due and punctual payment and performance of the Loan Obligations, and that all other obligations of the Borrower to the Senior Credit Parties or the Administrative Agent under the Loan Documents shall be promptly paid in full or performed, all in accordance with the terms thereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the New Guarantor shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Senior Credit Party with respect to any provisions hereof or thereof, the recovery of any judgment against the Borrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest, notice and all demands whatsoever. (d) The obligations of the New Guarantor hereunder shall not be discharged except by complete performance of the obligations contained in the Guaranty, the Loan Documents and this Guaranty Supplement and the New Guarantor accepts all obligations of a Guarantor under the Guaranty. (e) If any Senior Credit Party or the Administrative Agent is required by any court or otherwise to return to the Borrower, the Guarantors (including the New Guarantor), or any custodian, trustee, liquidator or other similar official acting in relation to either the Borrower or the Guarantors, any amount paid either to the Administrative Agent or such Senior Credit Party, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The New Guarantor shall not be entitled to any right of subrogation in relation to the Senior Credit Parties in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the New Guarantor, on the one hand, and the Senior Credit Parties and the Administrative Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VIII of the Credit Agreement for the purposes of the obligations of the New Guarantor hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VIII of the Credit Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by the New Guarantor for the purpose of the obligations of the New Guarantor hereunder. (h) The New Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Senior Credit Parties under this Guarantee. (i) Pursuant to Section 2.3(d) of the Guaranty, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guaranty, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such New Guarantor under this Guarantee shall not constitute a fraudulent transfer or conveyance. (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Borrower for liquidation, reorganization, should the Borrower become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Borrower’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Loan Obligations are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Loan Obligations and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Loan Obligations shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (k) In case any provision of this Guaranty Supplement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (l) The obligations of the New Guarantor hereunder shall be a general senior secured obligation of such New Guarantor, ranking pari passu with any other future Senior Indebtedness of the New Guarantor, if any, and senior in right of payment to all existing and future Subordinated Indebtedness of the New Guarantor. (m) Each payment to be made by the New Guarantor in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.