Facility Guaranty. In support of the full and timely payment and performance of all Obligations, Borrower shall on or before the Closing Date do or cause to be done all things necessary to cause each Domestic Subsidiary that is a Significant Subsidiary (other than Excluded Subsidiaries) to execute and deliver to Administrative Agent for the benefit of the Lenders a Facility Guaranty and shall further cause each Person who thereafter becomes a Domestic Subsidiary that is a Significant Subsidiary (other than Excluded Subsidiaries) to do all those things required by Section 7.12.
Facility Guaranty. 34 5.2. Payment........................................................34 5.3.
Facility Guaranty. CPV hereby unconditionally, absolutely, continually and irrevocably guarantees to the Agent and the Lenders (collectively, the "Secured Parties") the payment and performance in full of (a) the Borrower's prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms hereof, the Notes, and all other Loan Documents and all Rate Hedging Obligations heretofore, now or at any time or times hereafter owing, arising, due or payable from the Borrower to any one or more of the Secured Parties, including without limitation principal, interest, premium or fee (including, but not limited to, loan fees and attorneys' fees and expenses); and (b) the Borrower's prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Borrower hereunder and all other Loan Documents; and (c) the Borrower's prompt payment in full, when due or declared due and at all such times, of Rate Hedging Obligations arising under Swap Agreements (collectively, the "Guarantor's Obligations"); PROVIDED, HOWEVER, that the liability of CPV with respect to the Guarantors' Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.
Facility Guaranty. The Facility Guaranty (if any), duly executed by Guarantor.
Facility Guaranty. The Borrower shall cause the Facility Guaranty to be delivered on or before the Closing Date by each Domestic Subsidiary, in form and substance reasonably acceptable to the Agent. The Borrower hereby agrees to cause a Facility Guaranty to be delivered by any hereafter acquired, created or arising (i) Domestic Subsidiary and (ii) Foreign Subsidiary to the extent such action would not result in any material adverse tax impact on the Borrower.
Facility Guaranty. In support of the full and timely payment and performance of all Obligations, the Borrower (A) shall on or before the Closing Date do or cause to be done all things necessary to cause (x) each Domestic Subsidiary that is a Significant Subsidiary (other than Excluded Subsidiaries) and (y) each Domestic Subsidiary that is a borrower under, and each Subsidiary that is a guarantor of obligations of a Person incorporated in the United States under, the Revolving Credit Agreement or any refinancing or replacement thereof, in each case, to execute and deliver to Administrative Agent for the benefit of the Lenders a Facility Guaranty and (B) shall further cause each Person who thereafter becomes (x) a Domestic Subsidiary that is a Significant Subsidiary (other than Excluded Subsidiaries) or (y) a Domestic Subsidiary that is a borrower under, or any Subsidiary that is a guarantor of obligations of a Person incorporated in the United States under, the Revolving Credit Agreement or any refinancing or replacement thereof, in each case, to do all those things required by Section 7.12.
Facility Guaranty. The undersigned Guarantor hereby (a) acknowledges the foregoing Amendment No. 1, (b) reaffirms its guaranty of the Guarantied Obligations (as defined in the Facility Guaranty executed and delivered by such Guarantor) under or in connection with the Loan Agreement, as modified by this Amendment No. 1, in accordance with the Facility Guaranty executed and delivered by such Guarantor, and (c) confirms that its Facility Guaranty shall remain in full force and effect after giving effect to this Amendment No. 1. PIEDMONT OFFICE REALTY TRUST, INC. By: _______________________Name: Title: Schedule I Commitments Lender Commitment TRUIST BANK $125,000,000.00 JPMORGAN CHASE BANK, N.A. $75,000,000.00 U.S. BANK NATIONAL ASSOCIATION $100,000,000.00
Facility Guaranty. For purposes of the opinions expressed below, we have assumed that all natural persons executing the Transaction Documents have legal capacity to do so; that all signatures (other than those of representatives of the Borrower and the Guarantors on the Transaction Documents) on all documents submitted to us are genuine; that all documents submitted to us as originals (other than the Transaction Documents) are authentic; and that all documents submitted to us as certified copies or photocopies conform to the originals of such documents, which themselves are authentic. For purposes of giving this opinion, we have examined such corporate, company, partnership and other records of the Borrower and the Guarantors, certificates of public officials, certificates of appropriate officers, managers, partners or other representatives of the Borrower and the Guarantors, and such other documents, and have made such inquiries as we have deemed appropriate. Based upon and subject to the foregoing, it is our opinion that:
Facility Guaranty. (a) GUARANTY OF REVOLVING CREDIT FACILITY A.
Facility Guaranty. To guarantee the full and timely payment and performance of all Obligations now existing or hereafter arising, the Borrower shall cause the Facility Guaranty to be delivered by each Domestic Subsidiary, other than Excluded Subsidiaries, and, until the conditions set forth in the definition of Material Foreign Subsidiary are satisfied, Catalina-Pacific Media, LLC and Catalina Marketing of France, Inc., in form and substance reasonably acceptable to the Agent, on or before the Closing Date. The Borrower hereby agrees to cause a Facility Guaranty to be delivered by any hereafter acquired or created Domestic Subsidiary or upon any previously existing Person becoming a Domestic Subsidiary pursuant to the terms of Section 8.19 hereof.
