Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each GuarantorIn order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, jointly and severallyin recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guaranteesguarantees (the undertaking by each Guarantor under this Section 15 being, as a guaranty of payment and performance and not merely as a guaranty of collectionamended from time to time, prompt the “Facility Guaranty”) the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Obligor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute a defense to the obligations existence of any Guarantor under this Guaranty (Insolvency Proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorObligor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, in each case exclusive of all Excluded Swap Obligations (such guaranteed Obligations being the Borrowers “Guaranteed Obligations”), and agrees to the Lenderspay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any indemnified party arising other Lender Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall is and constitutes a guaranty of payment and not be affected by the genuineness, validity, regularity or enforceability merely of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating collection. Notwithstanding anything to the Obligations which might otherwise constitute a defense to contrary herein, the obligations Lender Parties shall immediately release the guaranty of any Guarantor under this Guaranty (other than payment thereof)at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, and each Guarantor hereby irrevocably waives directly or indirectly any defenses it may now have one or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormore Unencumbered Assets.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and at all times thereafterrestatements, replacements or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, otherwise (the Obligations of the Borrowers Borrower being the “Guaranteed Obligations” of Guarantor), and agrees to pay any and all reasonable, invoiced out-of-pocket expenses (including the Lendersreasonable, invoiced out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent and the other Credit Parties (and additional counsel for any actual or reasonably perceived conflict of interest and, if reasonably necessary, one special or regulatory counsel in multiple jurisdictions or one local counsel in each relevant jurisdiction (but no other counsels))) incurred by the Administrative Agent or any indemnified party arising other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations that would be owed by the Borrower to any Credit Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorBorrower.

Guaranty; Limitation of Liability. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when duedue and performance, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Letters of Credit, Secured Cash Management Agreements and at all times thereafterSecured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty (or any other than payment thereof)Secured Document, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing. For , each Guarantor’s liability shall extend to all amounts that constitute part of the avoidance Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of doubt, the respective obligations of each Borrower Secured Documents but for the fact that they are several and unenforceable or not joint, except allowable due to the extent existence of a bankruptcy, reorganization or similar proceeding involving such Borrower is providing a guarantee as a Guarantorother Loan Party.

Guaranty; Limitation of Liability. (a) Each of the Borrower and each Subsidiary Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all obligations of each other Loan Party and at all times thereaftereach other Subsidiary of the Borrower now or hereafter existing under or in respect of the Loan Documents or any Secured Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the Obligationsforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document or Secured Agreement. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary of the Borrower, as applicable, to the Agent or any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with Secured Agreement but for the collection fact that they are unenforceable or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving such other Loan Party or Subsidiary, as the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it case may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantorbe.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers Borrower to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly The undersigned hereby absolutely and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers each other Loan Party to the LendersGuaranteed Parties, and whether arising under this Guaranty Supplement, the Administrative Agent Subsidiary Guaranty or under any indemnified party arising under the other Loan Documents Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party Guaranteed Parties in connection with the collection or enforcement thereof, the “Guaranteed Obligations”). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non‑perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty Supplement (other than full payment thereofand performance), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment jointly and performance and not merely as a guaranty of collectionseverally with the other Guarantors, prompt the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, fees, penalties, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise and all Obligations of each other Loan Party now or hereafter existing in respect of overdraft facilities, cash management services or repurchase agreements (all such Obligations being collectively called the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to the obligations of any Guarantor under this Guaranty (bankruptcy, reorganization or similar proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers Borrower to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) 15.1.1. Each Guarantor, jointly and severally, Initial Guarantor hereby absolutely, unconditionally and irrevocably guaranteesguarantees (the undertaking by each Initial Guarantor under this Section 15 being, as a guaranty of payment and performance and not merely as a guaranty of collectionamended from time to time, prompt the “Initial Guaranty”) the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Obligor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Secured Party in enforcing any rights under this Initial Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Initial Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute a defense to the obligations existence of any Guarantor under this Guaranty (Insolvency Proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorObligor.

Guaranty; Limitation of Liability. (a) Each Borrower and each Subsidiary Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party and at all times thereaftereach other Subsidiary of the Company now or hereafter existing 121 under or in respect of the Loan Documents or any Bank Product Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the Obligationsforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, exclusive of Excluded Swap Obligations (such obligations being the Borrowers “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Lenders, the Administrative Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary of the Company, as applicable, to the Agent or any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with Bank Product Agreement but for the collection fact that they are unenforceable or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving such other Loan Party or Subsidiary, as the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it case may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantorbe.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor (which for avoidance of doubt includes each Borrower for the purposes of this Article 7) hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrowers (x) pursuant to clause (ii) of Section 9.04(b) and at all times thereafter(y) for which the Borrowers are personally liable or which are fully recourse to the Borrowers pursuant to Section 10.02 (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Secured Party in enforcing the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability is and constitutes a guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormerely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.