Common use of Primary Liability of Guarantors Clause in Contracts

Primary Liability of Guarantors. Each of the Guarantors agrees that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any collateral now or hereafter securing the Indebtedness or otherwise, and each of the Guarantors hereby waives the right to require the Administrative Agent and the Lenders to proceed against the Borrower or any other person (including a co-guarantor) or to require the Administrative Agent and the Lenders to pursue any other remedy or enforce any other right. In addition, each of the Guarantors hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Guaranty. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by a Guarantor against the estate of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “creditor” of the Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrower. Each of the Guarantors further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Notes or foreclosing its security interest in or Lien on any collateral now or hereafter securing the Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders under the Notes, or any other instrument of security if neither the Borrower nor the Guarantors timely perform the obligations of the Borrower thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Indebtedness. Each of the Guarantors acknowledges that the term “Indebtedness” as used herein includes any payments made by the Borrower to the Administrative Agent or any Lender and subsequently recovered by the Borrower or a trustee for the Borrower pursuant to the Borrower’s bankruptcy or insolvency and that the guaranty of each of the Guarantors hereunder shall be reinstated to the extent of such recovery.

Primary Liability of Guarantors. Each of the The Guarantors agrees agree that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any collateral now other of the Credit Documents or any collateral, if any, hereafter securing the Indebtedness or otherwise, otherwise and each of the Guarantors hereby waives waive (to the extent not prohibited by applicable law) the right to require the Administrative Agent, the Canadian Agent and the Lenders or any Lender to proceed against the Borrower Canadian Borrowers or any other person (including a co-guarantor) or to require the Administrative Agent, the Canadian Agent and the Lenders or any Lender to pursue any other remedy or enforce any other right. In addition, each of The Guarantors further agree that the Guarantors hereby waives and renounces any and all rights it has or may shall have for no right of subrogation, indemnitycontribution, reimbursement or contribution indemnity against the Borrower Canadian Borrowers or any other Guarantor for amounts paid under this Guaranty. This waiver is expressly intended to prevent Guaranty until such time as the existence of Canadian Obligations have been paid in full, all Credit Documents and all Lender Hedging Agreements between any claim in respect of such subrogation, indemnity, reimbursement or contribution by a Guarantor against the estate of the Canadian Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “creditor” of the Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event any Lender (including any Affiliate of a subsequent case involving Lender) have been terminated, all Commitments under the BorrowerCredit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each of the The Guarantors further agrees agree that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Notes or any of the other Credit Documents or foreclosing its security interest in or Lien lien on any collateral now or hereafter collateral, if any, securing the Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders it under the Credit Agreement, the Notes, any of the other Credit Documents, or any other instrument of security security, if neither the Borrower nor the Guarantors timely perform the obligations of the Borrower thereunderany, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s of the Guarantors' obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s the Guarantors' obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ ' obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s bankruptcy or insolvency Canadian Borrowers or by reason of the invalidity bankruptcy or unenforceability insolvency of all or any portion of the Indebtednessa Canadian Borrower. Each of the The Guarantors acknowledges acknowledge that the term “"Indebtedness” " as used herein includes any payments made by the Borrower Canadian Borrowers to the Administrative Agent or any Lender Lenders and subsequently recovered returned by the Borrower Lenders to the Canadian Borrowers or a trustee for of any of the Borrower Canadian Borrowers pursuant to the Borrower’s bankruptcy or insolvency and that the guaranty of each any of the Guarantors hereunder shall be reinstated to the extent of such recoveryCanadian Borrowers.

Primary Liability of Guarantors. Each of the Guarantors agrees agree that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting Lessor is not required, as a condition to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any collateral now or hereafter securing the Indebtedness or otherwiseestablishing Guarantors' liability hereunder, and each of the Guarantors hereby waives the right to require the Administrative Agent and the Lenders to proceed against the Borrower any person (including, without limitation, Lessee or any other person (including a co-guarantor) ). Guarantors hereby expressly waive any right or claim to require the Administrative Agent and the Lenders force Lessor to pursue proceed first against Lessee or any other remedy or enforce guarantor as to any other right. In addition, each of the Guarantors hereby waives Guaranteed Obligations or other obligations of Lessee, and renounces agrees that no delay or refusal of Lessor to exercise any and all rights it right or privilege which Lessor has or may have for subrogationagainst Lessee, indemnitywhether arising from any documents executed by Lessee, reimbursement any common law, applicable statute or contribution against the Borrower for amounts paid under this Guaranty. This waiver is expressly intended otherwise, shall operate to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by a Guarantor against the estate of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “creditor” of the Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrower. Each of the Guarantors further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Notes or foreclosing its security interest in or Lien on any collateral now or hereafter securing the Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders under the Notes, or any other instrument of security if neither the Borrower nor the Guarantors timely perform the obligations of the Borrower thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of impair the liability of the Borrower, by reason of the Borrower’s bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the IndebtednessGuarantors hereunder. Each of the Guarantors acknowledges that the term “Indebtedness” as used herein includes any payments made by the Borrower to the Administrative Agent or any Lender and subsequently recovered by the Borrower or a trustee for the Borrower pursuant to the Borrower’s bankruptcy or insolvency and that the guaranty of each The obligations of the Guarantors hereunder shall not be reinstated reduced, impaired or in any way affected by: (a) receivership, insolvency, bankruptcy or other proceedings affecting the Lessee or any of the Lessee's assets; (b) receivership, insolvency, bankruptcy or other proceedings affecting any Guarantor or any Guarantor's assets; (c) any allegation of fraud, usury, failure of consideration, forgery or other defense, whether or not known to Lessor (even though rendering all or any part of the Guaranteed Obligations void or unenforceable or uncollectible as against Lessee or any other guarantor); or (d) the release or discharge of Lessee from the Lease or any of the Guaranteed Obligations or any other indebtedness of the Lessee to Lessor or from the performance of any obligation contained in the Lease or other instrument issued in connection with, evidencing or securing any indebtedness guaranteed by this instrument, whether occurring by reason of law or any other cause, whether similar or dissimilar to the extent foregoing. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of such recoveryany of the Guaranteed Obligations is rescinded or must otherwise be returned by Lessor upon the insolvency, bankruptcy or reorganization of Lessee or otherwise.

Primary Liability of Guarantors. Each of the Guarantors agrees that this Guaranty Guarantee may be enforced by the Administrative Agent and the Lenders Banks without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any collateral now or hereafter securing the Indebtedness or otherwise, and each of the Guarantors hereby waives the right to require the Administrative Agent and the Lenders Banks to proceed against the Borrower or any other person (including a co-guarantor) or to require the Administrative Agent and the Lenders Banks to pursue any other remedy or enforce any other right. Without limiting the generality of the foregoing, each of the Guarantors hereby specifically waives, to the extent permitted by applicable law, the benefits of North Carolina General Statutes Sections 26-7 through 26-9, inclusive. In addition, each of the Guarantors hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this GuarantyGuarantee. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by a Guarantor against the estate of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “creditor” creditor of the Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrower. Each of the Guarantors further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders Banks from suing on the Notes or foreclosing its security interest in or Lien lien on any collateral now or hereafter securing the Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders Banks under the Notes, or any other instrument of security if neither the Borrower nor the Guarantors timely perform performs the obligations of the Borrower thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s 's obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s 's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ ' obligations under this Guaranty Guarantee nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s 's bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Indebtedness. Each of the Guarantors acknowledges that the term “Indebtedness” Indebtedness as used herein includes any payments made by the Borrower to the Administrative Agent or any Lender Bank and subsequently recovered by the Borrower or a trustee for the Borrower pursuant to the Borrower’s 's bankruptcy or insolvency and that the guaranty of each of the Guarantors hereunder shall be reinstated to the extent of such recovery.

Primary Liability of Guarantors. Each of the Guarantors agrees that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any collateral now or hereafter securing the Indebtedness or otherwise, and each of the Guarantors hereby waives the right to require the Administrative Agent and the Lenders to proceed against the Borrower or any other person (including a co-guarantor) or to require the Administrative Agent and the Lenders to pursue any other remedy or enforce any other right. Without limiting the generality of the foregoing, each of the Guarantors hereby specifically waives, to the extent permitted by applicable law, the benefits of North Carolina General Statutes Sections 26-7 through 26-9, inclusive. In addition, each of the Guarantors hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Guaranty. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by a Guarantor against the estate of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “"creditor” " of the Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrower. Each of the Guarantors further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Notes or foreclosing its security interest in or Lien lien on any collateral now or hereafter securing the Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders under the Notes, or any other instrument of security if neither the Borrower nor the Guarantors timely perform the obligations of the Borrower thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s 's obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s 's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ ' obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s 's bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Indebtedness. Each of the Guarantors acknowledges that the term “"Indebtedness” " as used herein includes any payments made by the Borrower to the Administrative Agent or any Lender and subsequently recovered by the Borrower or a trustee for the Borrower pursuant to the Borrower’s 's bankruptcy or insolvency and that the guaranty of each of the Guarantors hereunder shall be reinstated to the extent of such recovery.

Primary Liability of Guarantors. Each of the Guarantors agrees agree that this Guaranty may be enforced by the Administrative Agent and the Lenders Lender without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having resorted to recourse to any of the Notes Note or any collateral now or hereafter securing the Indebtedness Security Agreement Property through foreclosure proceedings or otherwise, and each of the Guarantors hereby waives the right any rights to require the Administrative Agent and the Lenders Lender to proceed against the Borrower or any other person (including a co-guarantor) Guarantor or to require the Administrative Agent and the Lenders Lender to pursue any other remedy or enforce any other right. In addition, each Guarantors further agree that Guarantors shall have no right of the Guarantors hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against indemnity whatsoever, nor any right of recourse to security for the Borrower for amounts paid under this Guaranty. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogationIndebtedness, indemnity, reimbursement or contribution by a Guarantor against the estate unless and until all of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “creditor” of the Borrower Indebtedness has been paid in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrowerfull. Each of the Guarantors further agrees agree that nothing contained herein shall prevent the Administrative Agent or the Lenders Lender from suing on the Notes Note or foreclosing its security interest in or Lien on any collateral now or hereafter securing the Indebtedness Security Agreement or from exercising any other rights available to the Administrative Agent or the Lenders under the Notesit, or any other instrument of security if neither the Borrower nor the Guarantors any Guarantor timely perform performs the obligations of the Borrower thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s of Guarantors' obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s Guarantors' obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ ' obligations under this Guaranty nor any remedy for the enforcement thereof hereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s bankruptcy Borrower or insolvency any other guarantor or by reason of the invalidity or unenforceability of all Borrower's or any portion of the Indebtedness. Each of the Guarantors acknowledges that the term “Indebtedness” as used herein includes any payments made by the Borrower to the Administrative Agent other guarantor's Bankruptcy, insolvency, death, or any Lender and subsequently recovered by the Borrower or a trustee for the Borrower pursuant to the Borrower’s bankruptcy or insolvency and that the guaranty of each of the Guarantors hereunder shall be reinstated to the extent of such recoverydissolution.

Primary Liability of Guarantors. Each of the Guarantors agrees that this Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any collateral now or hereafter securing the Indebtedness or otherwise, and each of the Guarantors hereby waives the right to require the Administrative Agent and the Lenders to proceed against the Borrower or any other person (including a co-guarantor) or to require the Administrative Agent and the Lenders to pursue any other remedy or enforce any other right. Without limiting the generality of the foregoing, each of the Guarantors hereby specifically waives, to the extent permitted by applicable law, the benefits of North Carolina General Statutes Sections 26-7 through 26-9, inclusive. In addition, each of the Guarantors hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Guaranty. This waiver is expressly intended to prevent the existence of any claim in respect of such subrogation, indemnity, reimbursement or contribution by a Guarantor against the estate of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent such Guarantor from being deemed a “"creditor” " of the Borrower in respect of such subrogation, indemnity, reimbursement or contribution within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrower. Each of the Guarantors further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Notes or foreclosing its security interest in or Lien on any collateral now or hereafter securing the Indebtedness or from exercising any other rights available to the Administrative Agent or the Lenders under the Notes, or any other instrument of security if neither the Borrower nor the Guarantors timely perform the obligations of the Borrower thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s 's obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor’s 's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantors’ ' obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower, by reason of the Borrower’s 's bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Indebtedness. Each of the Guarantors acknowledges that the term “"Indebtedness” " as used herein includes any payments made by the Borrower to the Administrative Agent or any Lender and subsequently recovered by the Borrower or a trustee for the Borrower pursuant to the Borrower’s 's bankruptcy or insolvency and that the guaranty of each of the Guarantors hereunder shall be reinstated to the extent of such recovery.