Common use of NOW THEREFORE, FOR VALUE RECEIVED Clause in Contracts

NOW THEREFORE, FOR VALUE RECEIVED. and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to the Debtor under or in connection with the Credit Agreement, each of the undersigned hereby jointly and severally unconditionally guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations (monetary or otherwise) of the Debtor to the Lenders and the Administrative Agent under or in connection with the Credit Agreement, the Notes (as defined in the Credit Agreement) and any other Loan Document (as defined in the Credit Agreement) and all Interest Rate Protection Obligations (as defined in the Credit Agreement) and Currency Hedging Obligations (as defined in the Credit Agreement), in each case howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, or now or hereafter existing or due or to become due (including in all cases all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. 502(b) and 506(b)) (all such obligations being hereinafter collectively called the "Liabilities"), under and in connection with the Credit Agreement and each of the undersigned further agrees to pay all reasonable expenses (including attorneys' fees and legal expenses) paid or incurred by the Administrative Agent in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Each of the undersigned agrees that, in the event of the dissolution or insolvency of the Debtor or such undersigned, or the inability or failure of the Debtor or such undersigned to pay debts as they become due, or an assignment by the Debtor or such undersigned for the benefit of creditors, or the commencement of any case or proceeding in respect of the Debtor or such undersigned under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, such undersigned will pay to the Administrative Agent for the benefit of the Lenders forthwith the full amount which would be payable hereunder by such undersigned if all Liabilities were then due and payable. To secure all obligations of each of the undersigned hereunder, the Administrative Agent and each Lender shall have a right to, and may, without demand or notice of any kind, at any time and from time to time when any amount shall be due and payable by such undersigned hereunder, set off, appropriate and apply toward the payment of such amount, in such order of application as the Administrative Agent or such Lender may elect, any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or moneys of or in the name of such undersigned now or hereafter with the Administrative Agent or such Lender or any agent or bailee for the Administrative Agent or such Lender. This Guaranty shall in all respects be a continuing, absolute and unconditional Guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any of the undersigned or that at any time or from time to time no Liabilities may be outstanding), until all Commitments (as defined in the Credit Agreement) have terminated and all Liabilities (including any extensions or renewals of any thereof) and all interest thereon and all expenses (including attorneys' fees and legal expenses) paid or incurred by the Administrative Agent or any Lender in endeavoring to collect the Liabilities and in enforcing this Guaranty shall have been finally paid in full. Each of the undersigned further agrees that, if at any time all or any part of any payment theretofore applied by the Administrative Agent or any Lender to any of the Liabilities is or must be rescinded or returned by the Administrative Agent or such Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Debtor or any of the undersigned), such Liabilities shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Administrative Agent or such Lender, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Administrative Agent or such Lender had not been made. Each of the undersigned agrees that the Administrative Agent or any Lender may, from time to time, at its sole discretion and without notice to the undersigned (or any of them), take any or all of the following actions without impairing the obligation of such undersigned under this Guaranty: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) resort to the undersigned (or any of them) for payment of any of the Liabilities, whether or not the Administrative Agent or such Lender (i) shall have resorted to any property securing any of the Liabilities or any obligation hereunder or (ii) shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in preceding clauses (i) and (ii) being hereby expressly waived by the undersigned). Any amounts received by the Administrative Agent or any Lender from whatsoever source on account of the Liabilities may be applied by it toward the payment of the Liabilities. Until such time as the Lenders shall have received payment of the full amount of all Liabilities and of all obligations of the undersigned hereunder and all Commitments have terminated, no payment made by or for the account of the undersigned (or any of them) pursuant to this Guaranty shall entitle any of the under- signed by subrogation or otherwise to any payment by the Debtor or from or out of any property of the Debtor and none of the undersigned shall exercise any right or remedy against the Debtor or any property of the Debtor by reason of any performance by such undersigned of this Guaranty.

NOW THEREFORE, FOR VALUE RECEIVED. the Borrower and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted the Assignor each hereby grants, transfers, and assigns to the Debtor under or in connection with the Credit AgreementAssignee, each its successors and assigns, all of the undersigned hereby jointly right, title and severally unconditionally guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations (monetary or otherwise) interest of the Debtor Assignor and the Borrower in and to the Lenders and Lease Agreement (except, as to the Administrative Agent under or in connection with Assignor, for the Credit AgreementUnassigned Rights, the Notes (as defined in the Credit Lease Agreement) ), and any other Loan Document and all leases, subleases, occupancy agreements and tenancies (individually and collectively, the “Lease”) whether now existing or hereafter entered into affecting the Premises or the Improvements, as defined in the Credit Agreement) and all Interest Rate Protection Obligations Mortgage (as defined in the Credit Agreement) and Currency Hedging Obligations (as defined in the Credit Agreementbelow), in each case howsoever createdexcept, arising or evidencedhowever, whether direct or indirectthe Lease Agreement, primary or secondary, absolute or contingent, joint or several, or for the purpose of securing (a) payment of all sums now or hereafter existing or due or to become due (including in all cases all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. 502(b) and 506(b)) (all such obligations being hereinafter collectively called the "Liabilities"), under and in connection with the Credit Agreement and each of the undersigned further agrees to pay all reasonable expenses (including attorneys' fees and legal expenses) paid or incurred by the Administrative Agent in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Each of the undersigned agrees that, in the event of the dissolution or insolvency of the Debtor or such undersigned, or the inability or failure of the Debtor or such undersigned to pay debts as they become due, or an assignment by the Debtor or such undersigned for the benefit of creditors, or the commencement of any case or proceeding in respect of the Debtor or such undersigned under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, such undersigned will pay to the Administrative Agent for the benefit of the Lenders forthwith the full amount which would be payable hereunder by such undersigned if all Liabilities were then due and payable. To secure all obligations of each of the undersigned hereunder, the Administrative Agent and each Lender shall have a right to, and may, without demand or notice of any kind, at any time hereafter due the Assignee from Borrower pursuant to a certain Amended and from time to time when any amount shall be due and payable by such undersigned hereunder, set off, appropriate and apply toward the payment of such amount, in such order of application as the Administrative Agent or such Lender may elect, any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or moneys of or Restated Mortgage Note in the name principal amount of such undersigned now or hereafter with $6,000,000 (the Administrative Agent or such Lender or any agent or bailee for “Note”) dated the Administrative Agent or such Lender. This Guaranty shall date hereof, made by the Borrower in all respects be a continuing, absolute and unconditional Guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any favor of the undersigned or that at any time or from time to time no Liabilities may be outstanding)Assignee and secured by a certain Amended and Restated Fee and Leasehold Mortgage (the “Mortgage”) dated the date hereof, until all Commitments (as defined in the Credit Agreement) have terminated and all Liabilities (including any extensions or renewals of any thereof) and all interest thereon and all expenses (including attorneys' fees and legal expenses) paid or incurred granted by the Administrative Agent or any Lender in endeavoring to collect Assignor and the Liabilities and in enforcing this Guaranty shall have been finally paid in full. Each of the undersigned further agrees that, if at any time all or any part of any payment theretofore applied by the Administrative Agent or any Lender to any of the Liabilities is or must be rescinded or returned by the Administrative Agent or such Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Debtor or any of the undersigned), such Liabilities shall, for the purposes of this Guaranty, Borrower to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Administrative Agent or such Lender, Assignee; and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Administrative Agent or such Lender had not been made. Each of the undersigned agrees that the Administrative Agent or any Lender may, from time to time, at its sole discretion and without notice to the undersigned (or any of them), take any or all of the following actions without impairing the obligation of such undersigned under this Guaranty: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation performance and discharge of any obligor or obligorseach obligation, in addition to the undersigned, with respect to any covenant and agreement of the Liabilities; (c) extend or renew for one or more periods (whether or not longer than Assignor and Borrower contained herein and in the original period)Mortgage, alter or exchange any and each obligation, covenant and agreement of the Liabilities, or release or compromise any obligation of any of Borrower contained in the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) resort to the undersigned (or any of them) for payment of any of the Liabilities, whether or not the Administrative Agent or such Lender (i) shall have resorted to any property securing any of the Liabilities or any obligation hereunder or (ii) shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in preceding clauses (i) and (ii) being hereby expressly waived by the undersigned). Any amounts received by the Administrative Agent or any Lender from whatsoever source on account of the Liabilities may be applied by it toward the payment of the Liabilities. Until such time as the Lenders shall have received payment of the full amount of all Liabilities and of all obligations of the undersigned hereunder and all Commitments have terminated, no payment made by or for the account of the undersigned (or any of them) pursuant to this Guaranty shall entitle any of the under- signed by subrogation or otherwise to any payment by the Debtor or from or out of any property of the Debtor and none of the undersigned shall exercise any right or remedy against the Debtor or any property of the Debtor by reason of any performance by such undersigned of this GuarantyNote secured thereby.

NOW THEREFORE, FOR VALUE RECEIVED. and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to the Debtor under or in connection with the Credit Agreement, each of the undersigned hereby jointly and severally unconditionally guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations (monetary or otherwise) of the Debtor to the Lenders and the Administrative Agent under or in connection with the Credit Agreement, the Notes (as defined in the Credit Agreement) and any other Loan Document (as defined in the Credit Agreement) and all Interest Rate Protection Obligations (as defined in the Credit Agreement) and Currency Hedging Obligations (as defined in the Credit Agreement), in each case howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, or now or hereafter existing or due or to become due (including in all cases all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. Section 502(b) and Section 506(b)) (all such obligations being hereinafter collectively called the "LiabilitiesLIABILITIES"), under and in connection with the Credit Agreement and each of the undersigned further agrees to pay all reasonable expenses (including attorneys' fees and legal expenses) paid or incurred by the Administrative Agent in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Each of the undersigned agrees that, in the event of the dissolution or insolvency of the Debtor or such undersigned, or the inability or failure of the Debtor or such undersigned to pay debts as they become due, or an assignment by the Debtor or such undersigned for the benefit of creditors, or the commencement of any case or proceeding in respect of the Debtor or such undersigned under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, such undersigned will pay to the Administrative Agent for the benefit of the Lenders forthwith the full amount which would be payable hereunder by such undersigned if all Liabilities were then due and payable. To secure all obligations of each of the undersigned hereunder, the Administrative Agent and each Lender shall have a right to, and may, without demand or notice of any kind, at any time and from time to time when any amount shall be due and payable by such undersigned hereunder, set off, appropriate and apply toward the payment of such amount, in such order of application as the Administrative Agent or such Lender may elect, any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or moneys of or in the name of such undersigned now or hereafter with the Administrative Agent or such Lender or any agent or bailee for the Administrative Agent or such Lender. This Guaranty shall in all respects be a continuing, absolute and unconditional Guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any of the undersigned or that at any time or from time to time no Liabilities may be outstanding), until all Commitments (as defined in the Credit Agreement) have terminated and all Liabilities (including any extensions or renewals of any thereof) and all interest thereon and all expenses (including attorneys' fees and legal expenses) paid or incurred by the Administrative Agent or any Lender in endeavoring to collect the Liabilities and in enforcing this Guaranty shall have been finally paid in full. Each of the undersigned further agrees that, if at any time all or any part of any payment theretofore applied by the Administrative Agent or any Lender to any of the Liabilities is or must be rescinded or returned by the Administrative Agent or such Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Debtor or any of the undersigned), such Liabilities shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Administrative Agent or such Lender, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Administrative Agent or such Lender had not been made. Each of the undersigned agrees that the Administrative Agent or any Lender may, from time to time, at its sole discretion and without notice to the undersigned (or any of them), take any or all of the following actions without impairing the obligation of such undersigned under this Guaranty: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) resort to the undersigned (or any of them) for payment of any of the Liabilities, whether or not the Administrative Agent or such Lender (i) shall have resorted to any property securing any of the Liabilities or any obligation hereunder or (ii) shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in preceding clauses CLAUSES (i) and (ii) being hereby expressly waived by the undersigned). Any amounts received by the Administrative Agent or any Lender from whatsoever source on account of the Liabilities may be applied by it toward the payment of the Liabilities. Until such time as the Lenders shall have received payment of the full amount of all Liabilities and of all obligations of the undersigned hereunder and all Commitments have terminated, no payment made by or for the account of the undersigned (or any of them) pursuant to this Guaranty shall entitle any of the under- signed undersigned by subrogation or otherwise to any payment by the Debtor or from or out of any property of the Debtor and none of the undersigned shall exercise any right or remedy against the Debtor or any property of the Debtor by reason of any performance by such undersigned of this Guaranty.