Guarantied Indebtedness definition

Guarantied Indebtedness as used herein, means: (i) all obligations, indebtedness, and liabilities of the Borrower to any Creditor arising pursuant to the Credit Agreement, any note executed pursuant thereto or any other Loan Document, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, the obligation of the Borrower to repay the Loans, the LC Disbursements, interest on the Loans and LC Disbursements, and all fees, costs, and expenses (including attorneys’ fees and expenses) provided for in the Credit Agreement and the notes executed pursuant thereto and (ii) all obligations, indebtedness, and liabilities of the Borrower or any Subsidiaries, or any one of them, to any Lender or any Affiliate of any Lender arising pursuant to any Swap Agreements entered into by such Creditor with the Borrower or any Subsidiaries, or any one of them, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, all fees, costs, and expenses (including attorneys’ fees and expenses) provided for in such Swap Agreements. The “Guarantied Indebtedness” shall include any and all post-petition interest and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law; provided that the Guarantied Indebtedness shall be limited, with respect to each Guarantor, to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyances.

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Guarantied Indebtedness shall include any and all post-petition interest and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law; provided that the Guarantied Indebtedness shall be limited, with respect to each Guarantor, to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyances.

Guarantied Indebtedness means, as to any Person, any obligation of such Person guarantying any indebtedness, lease, dividend or other obligation ("primary obligations") of any other Person (the "primary obligor") in any manner, including, without limitation, any obligation or arrangement of such Person (i) to purchase or repurchase any such primary obligation, (ii) to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) to indemnify the owner of such primary obligation against loss in respect thereof.

Examples of Guarantied Indebtedness in a sentence

• Guarantor shall be regarded as, and shall be in the same position as, a principal debtor with respect to the Guarantied Indebtedness.

• If the amount outstanding under the Guarantied Indebtedness is determined by a court of competent jurisdiction or in any arbitration proceeding described in Section 10.17 of the Acquisition Sub Credit Agreement, that determination shall be conclusive and binding on Guarantor, regardless of whether Guarantor was a party to the proceeding in which the determination was made or not.

• The agreements in this Section 9.02 shall survive payment of the Guarantied Indebtedness.

• Guarantor agrees that this Guaranty is a continuing guaranty and shall remain in full force and effect until the payment in full of the Guarantied Indebtedness, subject to the provisions of Section 1.2 herein..

• If Agent or any Lender is required to pay, return or restore to Acquisition Sub or any other person any amounts previously paid on the Guarantied Indebtedness because of any Insolvency Proceeding of Acquisition Sub or any other reason, the obligations of Guarantor shall be reinstated and revived and the rights of Agent and such Lender shall continue with regard to such amounts, all as though they had never been paid.

• Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Guarantied Indebtedness.

• In this Guaranty, the word "Acquisition Sub" includes both the named Acquisition Sub and any other person who at any time assumes or otherwise becomes primarily liable for all or any part of the obligations of the named Acquisition Sub on the Guarantied Indebtedness.

• Guarantor shall, within ten (10) business days after demand in writing therefor shall have been made by the Lender to Guarantor, pay to the Lender the amount of any and all outstanding and unpaid Guarantied Indebtedness due and owing the Lender pursuant to the terms of this Guaranty.

• Guarantor shall not be entitled to enforce or receive payment of any sums hereby subordinated until the Guarantied Indebtedness has been paid and performed in full and any such sums received in violation of this Guaranty shall be received by Guarantor in trust for the Agent and the Lenders.

• Any rights of Guarantor, whether now existing or later arising, to receive payment on account of any indebtedness (including interest) owed to it by Acquisition Sub or to receive any payment from Acquisition Sub shall at all times be subordinate as to lien and time of payment and in all other respects to the full and prior repayment of the Guarantied Indebtedness.

More Definitions of Guarantied Indebtedness

Guarantied Indebtedness has the meaning provided in Section 4.07.

Guarantied Indebtedness as used in the Existing Guaranties means the Obligations as defined herein;

Guarantied Indebtedness as used in the Subsidiary Guaranty shall include the obligations, indebtedness and liability of the Borrower arising under the Agreement as amended by the First Amendment;

Guarantied Indebtedness means all Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owed by the Acquisition Sub to the Agent, any Lender, or any other Person required to be indemnified under the Acquisition Sub Credit Agreement or any other Loan Document, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether primary, secondary, direct or indirect (including those acquired by assignment), absolute, fixed or contingent, due or to become due, now existing or hereafter arising and however acquired, and including without limitation, all obligations of the Acquisition Sub to pay principal, interest, prepayment charges, breakage costs, late charges, loan fees, and any other charges, fees and other sums, costs and expenses which may due from time to time thereunder.

Guarantied Indebtedness as used in the Subsidiary Guaranty shall include the Obligations under the Credit Agreement; and (iii) the terms “Loans” and “Revolving Loans” as used in the Subsidiary Guaranty shall mean the Revolving Loans under the Credit Agreement.

Guarantied Indebtedness means all Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owed by the Acquisition Sub to the Agent, any Lender, or any other Person required to be indemnified under the Acquisition Sub Credit Agreement or any other Loan Document, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether primary, secondary, direct or indirect (including those acquired by assignment), absolute, fixed or contingent, due or to become due, now existing or hereafter arising and however acquired, and including without limitation, all obligations of the Acquisition Sub to pay principal, interest, prepayment charges, breakage costs, late charges, loan fees, and any other charges, fees and other sums, costs and expenses which may due from time to time thereunder. "NET SALE PROCEEDS" means, in respect of any Disposition of any Property by the Operating Partnership, the REIT or any of their respective Subsidiaries, the proceeds in cash or Cash Equivalents received by the Operating Partnership, the REIT or any of their respective Subsidiaries upon or. substantially simultaneously with such Disposition, net of the direct costs of such Disposition then payable by the recipient of such proceeds (excluding amounts payable to the Operating Partnership, the REIT or any Affiliate of the Operating Partnership or the REIT).