Pledgor Guarantee definition
Examples of Pledgor Guarantee in a sentence
All notices and other communications provided for hereunder shall be given to the parties in the manner and subject to the other notice provisions set forth in (i) in the case of the Borrowers or the Agent, the Credit Agreement and (ii) in the case of any other Pledgor, its Pledgor Guarantee.
The Agent shall have received each Note to be issued on the Closing Date, the Pledgor Guarantee, the Pledge Agreement, the Subsidiary Guarantee, the Guarantor Security Agreement, the Fee Letter and each other Loan Document to be delivered on the Closing Date, in each case dated as of the Closing Date and executed and delivered by an officer of the relevant Loan Party, as applicable.
The Guarantor understands and acknowledges that by virtue of this Pledgor Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Borrower.
The Borrowers have agreed under the Credit Agreement to cause such of their future Material Subsidiaries (other than Foreign Subsidiaries) to become a party to the Security Agreement as a Pledgor thereunder in accordance with the terms thereof and to execute and deliver a Pledgor Guarantee.
Without limiting the generality of the foregoing, this Pledgor Guarantee guarantees, to the extent provided herein, the payment of all amounts which constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Lender under any Loan Document 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.
This Pledgor Guarantee, together with all other Loan Documents to which the Guarantor is party, supersedes any prior negotiations, discussions or communications among the Guarantor, the Lender and constitutes the entire agreement between the Lender, on the one hand, and the Guarantor on the other hand, with respect to the Guaranteed Obligations.
All of the terms of this Pledgor Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
This Pledgor Guarantee and the rights and obligations of the parties under this Pledgor Guarantee shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (without reference to its choice of law rules).
Each demand by the Lender for performance or payment hereunder shall be in writing and shall be made in the manner set forth in Section 3.1. A dated statement signed by an officer of the Lender setting forth the amount of indebtedness at the time owing to the Lender by the Borrower under the Loan Documents shall be conclusive evidence thereof as between the Guarantor and the Lender in any legal proceedings against the Guarantor in connection with this Pledgor Guarantee.
Neither this Pledgor Guarantee nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed in accordance with Section 13.12 of the Loan Agreement.