Guarantor Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to the Lender and Eximbank the full, prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Credit, together with any and all other amounts payable by the Borrower to the Lender or Eximbank under this Agreement or the Note(s). If the Borrower shall fail to pay when due any or all sums hereby guaranteed (whether at stated maturity, by acceleration or otherwise), the Guarantor shall forthwith pay, without any demand or notice, the full amount due and payable by the Borrower in U.S. Dollars at the place and in the manner required by this Agreement or the Note(s). This is a guarantee of payment and not merely of collection, and shall remain in full force and effect until all the obligations of the Borrower hereby guaranteed are paid in full. To the extent permitted by applicable law, the Guarantor waives all defenses of a surety or guarantor to which it may be entitled by statute or otherwise.
Guarantor Guarantee. In consideration of the Purchaser agreeing at the request of Seller and Guarantor to enter into this Agreement, and other good and valuable consideration receipt of which is hereby acknowledged by Guarantor, Guarantor hereby undertakes to procure the performance by Seller of its obligations under this Agreement and irrevocably and unconditionally guarantees as a continuing guarantee with effect from the date hereof all of Seller’s obligations and duties described in this Agreement. Guarantor’s liability hereunder shall not be released, discharged or diminished by: (a) any legal limitation, lack of capacity or authorization or defect in the actions of Seller or the bankruptcy, liquidation, insolvency, or dissolution of Seller; or (b) any forbearance, neglect or delay in seeking performance of the obligations of Seller, any granting of time, indulgence or other relief to Seller in relation to such performance, or any composition with, discharge, waiver or release of Seller.
Guarantor Guarantee. (a) Concurrently with the execution of this Agreement, the Guarantor has delivered to the Company the duly executed Guarantee. The Guarantee has been duly and validly executed and constitutes a legal, valid and binding obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception. The execution, delivery and performance of the Guarantee has been duly authorized by all necessary action and does not and will not (i) contravene, violate or conflict with the organizational or governing documents of Parent, Merger Sub or the Guarantor, (ii) violate any applicable Law or Order to which the Guarantor or any of its assets are subject, (iii) require any consent or other action by any person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any material right or obligation of the Guarantor, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, adversely affect in any material respect the ability of the Guarantor to perform its material obligations under the Guarantee in accordance therewith.
Guarantor Guarantee. (a) In consideration of the Purchaser entering into this Agreement, the Guarantor guarantees (unconditionally and irrevocably) to the Purchaser the performance of the Seller’s obligations under this Agreement.
Guarantor Guarantee. (a) Guarantor irrevocably and unconditionally guarantees to each of the Acquirors and the Acquiror Indemnitees the full and timely payment by Seller when due of any obligation of Seller to pay any amount or amount due to any Indemnified Party pursuant to Section 8.2 hereof to the extent the same is required to be paid by Seller pursuant to the terms and subject to the conditions and limitations thereof (the “Obligations”). Notwithstanding anything to the contrary contained herein, Acquirors acknowledge and agree on behalf of themselves and each Indemnified Party that (i) to the extent Seller is relieved of any of the Obligations for any reason (including pursuant to any limitation arising out of the terms and conditions of Article VIII), Guarantor shall be similarly relieved of such Obligations for all purposes hereunder, and
Guarantor Guarantee. Each of the Kenco Companies shall have executed a guaranty in favor of Lender, substantially in the form of Exhibit B hereto.
Guarantor Guarantee. The Guarantor Guarantee, described in Section 3, shall continue to be in full force and effect.
Guarantor Guarantee. 53 Section 10.02. Limitation of Guarantor's Liability ......................... 54 SCHEDULE 1 - LENDING OFFICES SCHEDULE 2 - APPLICABLE MARGIN EXHIBIT A-1 - FORM OF NOTICE OF REVOLVING CREDIT BORROWING EXHIBIT A-2 - FORM OF NOTICE OF COMPETITIVE BID BORROWING EXHIBIT B - FORM OF ASSIGNMENT AND ACCEPTANCE EXHIBIT C - FORM OF OPINION OF COUNSEL FOR THE COMPANY AND THE GUARANTOR REVOLVING BRIDGE LOAN CREDIT AGREEMENT Dated as of October 2, 2002 THE PEPSI BOTTLING GROUP, INC., a Delaware corporation, as borrower (the "Company" or the "Borrower"), BOTTLING GROUP, LLC, a Delaware limited liability company, as guarantor (the "Guarantor"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the "Agent") for the Lenders (as hereinafter defined), agree as follows:
Guarantor Guarantee. Subject to the provisions of this Article X, the Guarantor unconditionally and irrevocably guarantees to each Lender and the Agent and their respective successors and assigns, that: (i) the principal of, premium, if any, and interest on the Advances and any promissory note issued hereunder will be duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Advances, any promissory note issued hereunder and all other obligations of the Company to the Lenders or the Agent hereunder (including fees and expenses) will be promptly paid in full, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any of the Advances or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Lenders or the Agent, for whatever reason, the Guarantor will be obligated to pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Agreement shall constitute an event of default under this Guarantee, and shall entitle the Lenders to accelerate the obligations of the Guarantor under this Guarantee in the same manner and to the same extent as the obligations of the Company.
Guarantor Guarantee. (a) Guarantor irrevocably and unconditionally guarantees to each of the Acquirors and the Acquiror Indemnitees the full and timely payment by Seller when due of any obligation of Seller to pay any amount or amount due to any Indemnified Party pursuant to Section 8.2 hereof to the extent the same is required to be paid by Seller pursuant to the terms and subject to the conditions and limitations thereof (the “Obligations”). Notwithstanding anything to the contrary contained herein, Acquirors acknowledge and agree on behalf of themselves and each Indemnified Party that (i) to the extent Seller is relieved of any of the Obligations for any reason (including pursuant to any limitation arising out of the terms and conditions of Article VIII), Guarantor shall be similarly relieved of such Obligations for all purposes hereunder, and (ii) Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by Guarantor hereunder, any claim, set-off, deduction, defense or release that Seller could assert against Acquirors or any Indemnified Party, in each case, under the terms of this Agreement.
