Borrower Guarantee Sample Clauses

Borrower Guarantee. In order to induce the Lenders to extend credit to the Borrower hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Specified Ancillary Obligations of the Subsidiaries. The Borrower further agrees that the due and punctual payment of such Specified Ancillary Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Specified Ancillary Obligation. The Borrower waives presentment to, demand of payment from and protest to any Subsidiary of any of the Specified Ancillary Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Borrower hereunder shall not be affected by (a) the failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the provisions of any Banking Services Agreement, any Swap Agreement or otherwise; (b) any extension or renewal of any of the Specified Ancillary Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement or other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Specified Ancillary Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Specified Ancillary Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations; (g) the enforceability or validity of the Specified Ancillary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Specified Ancillary Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guaran...

Borrower Guarantee. (a) The Borrower hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Subsidiary Borrower when due (whether at the stated maturity, by acceleration or otherwise) of its Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Borrower under applicable federal and state laws relating to the insolvency of debtors. (c) The guarantee contained in this Section 2 shall remain in full force and effect until all the Subsidiary Borrower Obligations and the obligations of the Borrower under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments and Loans shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement each Subsidiary Borrower may be free from any Subsidiary Borrower Obligations. (d) No payment made by any Subsidiary Borrower, any of the other Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Subsidiary Borrower, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrower hereunder which shall, notwithstanding any such payment (other than any payment made by the Borrower in respect of the Subsidiary Borrower Obligations or any payment received or collected from the Borrower in respect of the Subsidiary Borrower Obligations), remain liable for the Subsidiary Borrower Obligations up to the maximum liability of the Borrower hereunder until the Subsidiary Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Borrower Guarantee. In order to induce the Lenders to extend credit to the Borrower hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Specified Ancillary Obligations of the

Borrower Guarantee. The Administrative Agent shall have received an agreement and acknowledgment by the Borrower that the guarantee set forth in Section 3 of the Guarantee Agreement covers the obligations of such Foreign Subsidiary as a Foreign Subsidiary Borrower under this Agreement and the other Loan Documents.

Borrower Guarantee. (a) The Borrower hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Subsidiary Borrower when due (whether at the stated maturity, by acceleration or otherwise) of its Subsidiary Borrower Obligations.

Borrower Guarantee. If a Material Subsidiary intends to enter into a Secured Hedge Transaction, the Borrower shall, prior to such Material Subsidiary becoming party to such Secured Hedge Transaction, execute and deliver an unlimited liability guarantee with respect to the obligations of such Material Subsidiary to the Agent, the Lenders and the Secured Hedge Counterparties (as applicable) thereunder (in each case in form and substance satisfactory to the Agent).

Borrower Guarantee. 82 Section 11.1. Guarantee............................................................................. 82 Section 11.2. Guaranteed Obligations Not Waived..................................................... 83 Section 11.3. Guarantee of Payment.................................................................. 83 Section 11.4. No Discharge of Diminishment of Guarantee............................................. 83 Section 11.5. Defenses of Borrower Waived........................................................... 84 Section 11.6. Agreement to Pay; Subordination....................................................... 84 Section 11.7. Information........................................................................... 84 Section 11.8. Taxes, etc............................................................................ 85 Section 11.9. Failure to Pay in Foreign Currency.................................................... 85 Section 11.10. Termination........................................................................... 85 Schedules Schedule I - Applicable Margin and Applicable Percentage Schedule 1.1 - Foreign Currency Payment Accounts Schedule 4.5 - Environmental Matters Schedule 4.14 - Subsidiaries Schedule 4.15 - Funding Date Indebtedness Schedule 4.16 - Investments Schedule 7.2 - Funding Date Liens Exhibits Exhibit A - Form of Revolving Credit Note Exhibit B - Form of Competitive Bid Note Exhibit C - Form of Swingline Note Exhibit D - Form of Assignment and Acceptance Exhibit E - Form of Intercompany Note Exhibit F-1 - Form of Opinion of Counsel to Borrower Exhibit F-2 - Form of Opinion of the General Counsel of Borrower Exhibit G - Form of Designated Borrower Acknowledgment and Agreement Exhibit H - Form of Designated Borrower Notice of Withdrawal Exhibit I - Form of Lender Joinder Agreement Exhibit J - Form of New commitment Acknowledgment Exhibit K - Form of Indenture Exhibit 2.3 - Form of Notice of Revolving Borrowing Exhibit 2.5 - Form of Notice of Swingline Borrowing Exhibit 2.6-A - Form of Competitive Bid Request Exhibit 2.6-B - Form of Notice of Lenders of Competitive Bid Request Exhibit 2.9 - Form of Continuation/Conversion Exhibit 3.1(b)(iv) - Form of Secretary's Certificate and 3.1(b)(vii) Exhibit 3.1(b)(ix) - Form of Officer's Certificate REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of September 3, 2003, by and among CERTEGY INC., a Georgia corporation (the "Borrower"), any ...

Borrower Guarantee. 2.1. Company Guarantee (a) The Company hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Subsidiary when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (other than with respect to any Guarantor any Excluded Swap Obligations of such Guarantor).

Borrower Guarantee. In addition to its other obligation hereunder, the Borrower hereby irrevocably and unconditionally guarantees the due and punctual payment of the obligations owing by any Guarantor to a Cash Management Bank under a Cash Management Agreement to which such Guarantor is a party and agrees to indemnify such Cash Management Bank from time to time on demand by the Administrative Agent from and against any Losses incurred by such Cash Management Bank as a result of any of the obligations of such Guarantor under or pursuant to such Cash Management Agreement being or becoming void, voidable, unenforceable or ineffective as against such Guarantor for any reason whatsoever, whether or not known to such Cash Management Bank or any of them or any other Person, the amount of such Losses being the amount which the Person or Persons suffering such Losses would otherwise have been entitled to recover from such Guarantor. ---------------------------------------- CA-86

Borrower Guarantee