Guaranty of the Secured Obligations. Each of the Company and, at any time that, and for so long as, it is a Special Foreign Subsidiary, the Subsidiary Borrower unconditionally guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations on the terms more specifically set forth in [Article XVI] hereof.
Security for Secured Obligations. This Agreement and the Collateral secure the full and prompt payment and performance of the Secured Obligations.
“Secured Debt” means, for any given calculation date, the total aggregate principal amount of Indebtedness for Money Borrowed of the Borrower, the Parent and the Consolidated Entities, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to the Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized Leases shall not be deemed to be Secured Debt. For clarification purposes, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the Secured Debt of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty, and # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of any Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.
Guaranty. If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is # limited by operation of law in any material respect, # limited by such Guarantor or # terminated by operation of law or by such Guarantor (in each case, other than in accordance with the terms of this Agreement or the Guaranty and Security Agreement) or if any Guarantor repudiates or revokes or purports to repudiate or revoke any such guaranty;
Guaranty. The hereby absolutely and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the , as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise of any and all Obligations (as defined in that certain Amended and Restated Revolving Credit Agreement, dated as of November 26, 2018, among the , the Designated Borrower, the from time to time party thereto, [[Administrative Agent:Organization]], as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers party thereto (the “Credit Agreement”)) of SA (the “ SA Obligations”). All capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Credit Agreement. The Administrative Agent’s and ’ books and records showing the amount of the SA Obligations shall be admissible in evidence in any action or proceeding, and, absent demonstrable error, shall be prima facie evidence for the purpose of establishing the amount of the SA Obligations. To the extent permitted by law, this Amended and Restated Continuing Guaranty (the “Guaranty”) shall not be affected by the validity, regularity or enforceability of the SA Obligations against the Designated Borrower or any instrument or agreement evidencing any SA 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 SA Obligations which might otherwise constitute a defense to the obligations of the under this Guaranty (other than a defense of payment or performance), and, to the extent permitted by law, the hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than a defense of payment or performance).
Guaranty. Buyer Parent hereby irrevocably, unconditionally and absolutely guarantees any and all of the obligations of each of Buyer, its Affiliates and the Partnership under this Agreement and the Distribution Agreement. Seller Parent hereby irrevocably, unconditionally and absolutely guarantees any and all of the obligations of Seller and its Affiliates under [Section 4.10] of this Agreement.
Guaranty. The Company hereby absolutely, unconditionally and irrevocably guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all obligations of the Borrowing Subsidiaries under this Agreement, including the principal of and interest on each Loan to each Borrowing Subsidiary and all obligations (including payment of costs and expenses as provided for herein) of each Borrowing Subsidiary under or in connection with any Letter of Credit. Upon failure by any Borrowing Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place, in the currency and in the manner specified in this Agreement.
Guaranty. Pursuant to each credit services contract between Guarantor and each borrower with respect to loans offered by Lender under Lenders Ohio lending program, and regardless of whether the credit services contract is cancelled, Guarantor agrees to, and hereby does, unconditionally guaranty, on behalf of the borrower, and for the benefit of Lender, the prompt payment of all amounts due under each loan to Lender.
Secured Obligation. The obligations of the Maker under this Note are secured by those certain assets of the Maker designated as “Collateral” as defined and under that certain Security Agreement dated as of April 19, 2021 (as amended and restated pursuant to that certain Amended and Security Agreement dated as of September 29, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by and among the Maker and the Secured Parties (as defined therein and including the Payee).
“Subsidiary Guaranty” means # that certain Third Amended and Restated Guaranty, dated as of March 31, 2017, executed by the Domestic Subsidiary Guarantors and certain other Subsidiary Guarantors in favor of the Administrative Agent, for the ratable benefit of the itself and the other Holders of the Secured Obligations from time to time, unconditionally guaranteeing all of the Secured Obligations or # any other guaranty executed by any Subsidiary Guarantor in favor of the Administrative Agent, on behalf of itself and Lenders, in respect of the Secured Obligations, in any such case, as the same may be amended, restated, supplemented or otherwise modified from time to time (including to add additional Subsidiary Guarantors).
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