Common use of The Foreign Guaranty Clause in Contracts

The Foreign Guaranty. In order to induce the Lenders to enter into this Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement with the Dutch Borrower or any of its Subsidiaries and to extend credit hereunder and thereunder, and in recognition of the direct benefits to be received by the Foreign Guarantors from the Extensions of Credit to the Dutch Borrower hereunder and the extensions of credit under any Secured Hedging Agreement, each of the Foreign Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: each Foreign Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Dutch Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness of the Dutch Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder, each Foreign Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders and the Hedging Agreement Providers, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the indebtedness. The word “indebtedness” is used in this Article XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Dutch Borrower, including all Credit Party Obligations of the Dutch Borrower, arising in connection with this Agreement, the other Credit Documents or any Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Dutch Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. The Foreign Guaranty set forth in this Article XI is a guaranty of timely payment and not of collection.

The Foreign Guaranty. In order to induce the Lenders to enter into this Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement with the Dutch Borrower or any of its Subsidiaries and to extend credit hereunder and thereunder, and in recognition of the direct benefits to be received by the Foreign Guarantors from the Extensions of Credit to the Dutch Borrower hereunder and the extensions of credit under any Secured Hedging Agreement, each of the Foreign Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: each Foreign Guarantor hereby absolutely, unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by required prepayment, declaration, demand, by acceleration or otherwise, of any and all indebtedness of the Dutch Borrower to the Administrative Agent, the Lenders and the Hedging Agreement ProvidersSecured Parties. If any or all of the indebtedness of the Dutch Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder, each Foreign Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders and the Hedging Agreement ProvidersSecured Parties, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers Secured Parties in collecting any of the indebtedness. The word “indebtedness” is used in this Article ARTICLE XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Dutch Borrower, including all Credit Party Obligations of the Dutch Borrower, arising in connection with this Agreement, the other Credit Documents or any Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Dutch Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Each Guarantor understands, agrees and confirms that the Secured Parties may enforce this Foreign Guaranty up to the full amount of all indebtedness of the Dutch Borrower against such Guarantor without proceeding against any other Guarantor, the Dutch Borrower or any other Foreign Guaranteed Party, or against any security for all indebtedness of the Dutch Borrower or under any other guaranty covering all or a portion of all indebtedness of the Dutch Borrower. The Foreign Guaranty set forth in this Article XI is a guaranty of timely payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a 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 each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code) (it being understood that it is the intention of the parties to this Foreign Guaranty that, to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of the Existing Convertible Notes and the Senior Secured Notes and any other indebtedness for borrowed money, shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Existing Convertible Notes, the Senior Secured Notes or any other indebtedness for borrowed money, that its guarantee of amounts owing in respect of the Existing Convertible Notes, the Senior Secured Notes or any other indebtedness for borrowed money, as the case may be, shall first be reduced).

The Foreign Guaranty. In order to induce the Lenders to enter into this Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement with the Dutch Borrower or any of its Subsidiaries and to extend credit hereunder and thereunder, and in recognition of the direct benefits to be received by the Foreign Guarantors from the Extensions of Credit to the Dutch Borrower hereunder and the extensions of credit under any Secured Hedging Agreement, each of the Foreign Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: each Foreign Guarantor hereby absolutely, unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by required prepayment, declaration, demand, by acceleration or otherwise, of any and all indebtedness of the Dutch Borrower to the Administrative Agent, the Lenders and the Hedging Agreement ProvidersSecured Parties. If any or all of the indebtedness of the Dutch Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder, each Foreign Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders and the Hedging Agreement ProvidersSecured Parties, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers Secured Parties in collecting any of the indebtedness. The word “indebtedness” is used in this Article ARTICLE XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Dutch Borrower, including all Credit Party Obligations of the Dutch Borrower, arising in connection with this Agreement, the other Credit Documents or any Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Dutch Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Each Guarantor understands, agrees and confirms that the Secured Parties may enforce this Foreign Guaranty up to the full amount of all indebtedness of the Dutch Borrower against such Guarantor without proceeding against any other Guarantor, the Dutch Borrower or any other Foreign Guaranteed Party, or against any security for all indebtedness of the Dutch Borrower or under any other guaranty covering all or a portion of all indebtedness of the Dutch Borrower. The Foreign Guaranty set forth in this Article XI is a guaranty of timely payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a 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 each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code) (it being understood that it is the intention of the parties to this Foreign Guaranty that, to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of the Existing Senior Notes 2007, the Senior Notes and the Convertible Notes and any other indebtedness for borrowed money, shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Existing 146 Senior Notes 2007, the Senior Notes, the Convertible Notes or any other indebtedness for borrowed money, that its guarantee of amounts owing in respect of the Existing Senior Notes 2007, the Senior Notes, the Convertible Notes or any other indebtedness for borrowed money, as the case may be, shall first be reduced).