Common use of The Parent Guaranty Clause in Contracts

The Parent Guaranty. In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Guarantor hereby agrees with the Banks as follows: the Parent Guarantor hereby unconditionally and irrevocably 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 Borrower to the Banks hereunder. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder, the Parent Guarantor unconditionally promises to pay such indebtedness to the Banks, or order, on demand, together with any and all reasonable expenses which may be incurred by (x) the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, in connection with its syndication efforts with respect to this Agreement, or (y) the Administrative Agent or the Banks in collecting any of the indebtedness. The word "indebtedness" is used in this Section 13 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the Borrower arising in connection with this 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 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 Parent Guaranty. In order to induce the Banks Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Guarantor from the proceeds of the Loans extended to the German Borrowers and the issuance of the Letters of CreditCredit for the account of the German Borrowers, the Parent Guarantor hereby agrees with the Banks Lenders as follows: the Parent Guarantor hereby unconditionally and irrevocably 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 Guaranteed Obligations of the each German Borrower to the Banks hereunderGuaranteed Creditors. If any or all of the indebtedness Guaranteed Obligations of the any German Borrower to the Banks Guaranteed Creditors becomes due and payable hereunder, the Parent Guarantor unconditionally promises to pay such indebtedness to the BanksLenders, or order, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Creditors (x) the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, in connection with its syndication efforts with respect to this Agreement, or (y) the Administrative Agent or the Banks Collateral Agent) in collecting any of the indebtednessGuaranteed Obligations. The word "indebtedness" If claim is used ever made on upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in this Section 13 in its most comprehensive sense and means payment or on account of any and all advances, debts, obligations and liabilities of the Borrower arising 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 German Borrowers), then and in connection with such event the Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Guarantor, notwithstanding any revocation of this AgreementParent Guaranty or any other instrument evidencing any liability of the German Borrowers, in each case, heretofore, now, and the Parent Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred an amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceablepayee.