Common use of The Subsidiary Guaranty Clause in Contracts

The Subsidiary Guaranty. (a) In order to induce the Banks and ----------------------- the Issuing Bank to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the proceeds of the Loans and the issuance of the Letters of Credit, the Subsidiary Guarantors hereby jointly and severally agree with the Secured Creditors as follows: each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees as primary obligors and not merely as sureties the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of each other Credit Party to the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank with the Borrower. If any or all of the indebtedness of any other Credit Party to the Banks, the Issuing Bank or the Agents becomes due and payable hereunder or under such other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each of the Subsidiary Guarantors unconditionally promises to pay such indebtedness to the Secured Creditors, or to their order, on demand, together with any and all expenses which may be incurred by the Agents, the Issuing Bank or the Banks in collecting any of the indebtedness. The word "indebtedness" is used in this Section 14 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Credit Parties arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank, 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 any Credit Party 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. (b) Each of the Subsidiary Guarantors, and by its acceptance of this Subsidiary Guaranty, each of the Agents and each of the Secured Creditors, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law covering the protection of creditors' rights or the relief of debtors to the extent applicable to this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors hereunder. To effectuate the foregoing intention, each of the Subsidiary Guarantors, each of the Agents and each of the Secured Creditors hereby irrevocably agrees that, solely with respect to the indebtedness of each of the Subsidiary Guarantors under this Subsidiary Guaranty that results from or arise out of its guarantee under subsection (a) of this Section 14.01 of the indebtedness of each other Credit Party under or in respect of the Credit Documents, such indebtedness shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, any rights to receive contributions from, or payments made by or on behalf of, the Parent in respect of the indebtedness of the Parent under the Parent Guaranty and the other Subsidiary Guarantors in respect of the indebtedness of such other Subsidiary Guarantors under the Subsidiary Guaranty, result in the indebtedness of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (c) Each of the Subsidiary Guarantors hereby unconditionally and irrevocably agrees that, in the event any payment shall be required to be made to the Secured Creditors under this Subsidiary Guaranty, the Parent Guaranty or any other guarantee, such Subsidiary Guarantor shall contribute, to the fullest extent permitted by applicable law, such amounts to the Parent under the Parent Guaranty and each Subsidiary Guarantor and each other guarantor as would maximize the aggregate amount paid to the Secured Creditors under or in respect of the Credit Documents.

The Subsidiary Guaranty. Subject in each case to the provisions of Section 9.08, (a) In order to induce the Banks and ----------------------- the Issuing Bank to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the proceeds of the Loans and the issuance of the Letters of Credit, the Subsidiary Guarantors hereby jointly and severally agree with the Secured Creditors as follows: each of the Subsidiary Revolving Credit Loan/Tranche A Term Loan Guarantors hereby hereby, jointly and severally, unconditionally and irrevocably guarantees as primary obligors obligor and not merely as sureties surety, the full and prompt punctual payment as and when due, the same shall become due and payable (whether upon at stated maturity, by upon acceleration or otherwise) of the principal and interest on each Revolving Credit Loan Note and Tranche A Term Loan Note issued by the Borrower under this Agreement, of any the full and all indebtedness punctual payment of each other Reimbursement Obligation in respect of the Revolving Letters of Credit Party to the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents full and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank with the Borrower. If any or punctual payment of all of the indebtedness of any other Credit Party to the Banks, the Issuing Bank or the Agents becomes due and amounts payable hereunder or under such other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each of the Subsidiary Guarantors unconditionally promises to pay such indebtedness to the Secured Creditors, or to their order, on demand, together with any and all expenses which may be incurred by the Agents, the Issuing Bank or the Banks in collecting any of the indebtedness. The word "indebtedness" is used in this Section 14 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Credit Parties arising in connection with Borrower under this Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank, 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 any Credit Party 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. (b) Each of the Subsidiary Guarantors, and by its acceptance of this Subsidiary Guaranty, each of the Agents and each of the Secured Creditors, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law covering the protection of creditors' rights or the relief of debtors to the extent applicable to this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors hereunder. To effectuate the foregoing intention, each of the Subsidiary Guarantors, each of the Agents and each of the Secured Creditors hereby irrevocably agrees that, solely with respect to the indebtedness of each of the Subsidiary Guarantors under this Subsidiary Guaranty that results from or arise out of its guarantee under subsection (a) of this Section 14.01 of the indebtedness of each other Credit Party under or in respect of the Revolving Credit Documents, such indebtedness shall be limited to Loan Facility and the maximum amount Tranche A Term Loans (the "Revolving Credit Loan/Tranche A Term Loan Obligations") and (b) the Tranche C Term Loan Guarantor hereby unconditionally guarantees as will, after giving effect to such maximum amount primary obligor and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, any rights to receive contributions from, or payments made by or on behalf ofnot merely as surety, the Parent full and punctual payment as and when the same shall become due and payable (whether at stated maturity, upon acceleration or otherwise) of the principal and interest on each Tranche C Term Loan Note issued by the Borrower under this Agreement and the full and punctual payment of all amounts payable by the Borrower under this Agreement in respect of the indebtedness of Tranche C Term Loans (the Parent under "Tranche C Term Loan Obligations") (the Parent Guaranty guarantees referred to in clauses (a) and (b) above are collectively referred to as the other "Subsidiary Guarantors Guaranty"). Upon failure by the Borrower to pay punctually any such amount, the Revolving Credit Loan/Tranche A Term Loan Guarantors, in respect of the indebtedness of such other Subsidiary Guarantors under Revolving Credit Loan/Tranche A Term Loan Obligations, and the Subsidiary GuarantyTranche C Term Loan Guarantor, result in the indebtedness of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (c) Each of the Subsidiary Guarantors hereby unconditionally and irrevocably agrees that, in the event any payment shall be required to be made to the Secured Creditors under this Subsidiary Guaranty, the Parent Guaranty or any other guarantee, such Subsidiary Guarantor shall contribute, to the fullest extent permitted by applicable law, such amounts to the Parent under the Parent Guaranty and each Subsidiary Guarantor and each other guarantor as would maximize the aggregate amount paid to the Secured Creditors under or in respect of the Tranche C Term Loan Obligations, shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Agreement. The Revolving Credit DocumentsLoan/Tranche A Term Loan Obligations of the Borrower guaranteed by the Revolving Credit Loan/Tranche A Term Loan Guarantors are referred to as the "Revolving Credit Loan/Tranche A Term Loan Guaranteed Obligations" and the Tranche C Term Loan Obligations of the Borrower guaranteed by the Tranche C Term Loan Guarantor are referred to as the "Tranche C Term Loan Guaranteed Obligations". The Revolving Credit Loan/Tranche A Term Loan Guaranteed Obligations and the Tranche C Term Loan Guaranteed Obligations are collectively referred to as the "Guaranteed Obligations". Without limiting the generality of the foregoing, each Subsidiary Guarantor's liability hereunder shall extend to all amounts which constitute part of the obligations guaranteed by it hereunder and would be owed by the Borrower hereunder but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower.

The Subsidiary Guaranty. (a) In order to induce the Banks and ----------------------- the Issuing Bank to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the proceeds of the Loans and the issuance of the Letters of Credit, the Subsidiary Guarantors hereby jointly and severally agree with the Secured Creditors as follows: each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees as primary obligors and not merely as sureties the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of each other Credit Party to the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank with the Borrower. If any or all of the indebtedness of any other Credit Party to the Banks, the Issuing Bank or the Agents becomes due and payable hereunder or under such other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each of the Subsidiary Guarantors unconditionally promises to pay such indebtedness to the Secured Creditors, or to their order, on demand, together with any and all expenses which may be incurred by the Agents, the Issuing Bank or the Banks in collecting any of the indebtedness. The word "indebtedness" is used in this Section 14 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Credit Parties arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank, 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 any Credit Party 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. (b) Each of the Subsidiary Guarantors, and by its acceptance of this Subsidiary Guaranty, each of the Agents and each of the Secured Creditors, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law covering the protection of creditors' rights or the relief of debtors to the extent applicable to this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors hereunder. To effectuate the foregoing intention, each of the Subsidiary Guarantors, each of the Agents and each of the Secured Creditors hereby irrevocably agrees that, solely with respect to the indebtedness of each of the Subsidiary Guarantors under this Subsidiary Guaranty that results from or arise out of its guarantee under subsection (a) of this Section 14.01 of the indebtedness of each other Credit Party under or in respect of the Credit Documents, such indebtedness shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, any rights to receive contributions from, or payments made by or on behalf of, the Parent in respect of the indebtedness of the Parent under the Parent Guaranty and the other Subsidiary Guarantors in respect of the indebtedness of such other Subsidiary Guarantors under the Subsidiary Guaranty, result in the indebtedness of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (c) Each of the Subsidiary Guarantors hereby unconditionally and irrevocably agrees that, in the event any payment shall be required to be made to the Secured Creditors under this Subsidiary Guaranty, the Parent Guaranty or any other guarantee, such Subsidiary Guarantor shall contribute, to the fullest extent permitted by applicable law, such amounts to the Parent under the Parent Guaranty and each Subsidiary Guarantor and each other guarantor as would maximize the aggregate amount paid to the Secured Creditors under or in respect of the Credit Documents.