Guarantee of or by any Person (the guarantor) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by the chief financial officer of the Borrower)). Guaranteed and Guarantees have the meanings corollary thereto.
Guarantors means, collectively, (a) each Restricted Subsidiary of the Borrower on the Closing Date (other than Excluded Subsidiaries), (b) each other Person that is required to become a Guarantor by the terms of this Agreement after the Closing Date, and (c) solely in respect of any Secured Commodity Hedge Agreement, Secured Loan Document Hedge Agreement or Treasury Services Agreement to which the Borrower is not a party, the Borrower, in each case, until such Person is released from its Loan Guarantee.
Hazardous Materials means any chemical, waste, material or substance, which is classified, characterized or regulated by any Governmental Authority or under Environmental Laws, including but not limited to petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, asbestos, asbestos containing materials, polychlorinated biphenyls, chlorofluorocarbons, radon gas or toxic mold.
Hazardous Materials Activity means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.
Hedge Bank means any Person that was (a) an Agent, (b) a Lead Arranger, (c) a Lender, or (d) an Affiliate of any Agent or a Lender, in each case, at the time it entered into a Secured Loan Document Hedge Agreement in its capacity as a party thereto and, in each case, (other than a Person already party hereto as a Lender) that delivers to the Administrative Agent and the Collateral Agent a letter agreement reasonably satisfactory to the Administrative Agent and the Collateral Agent (x) appointing the Collateral Agent as its agent under the applicable Loan Documents and (y) agreeing to be bound by Article VIII, Section 10.03, Section 10.09 and Section 10.10 as if it were a Lender.
Hedge Contract means (a) any and all rate swap transactions, Interest Rate Hedge Agreements, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, Commodity Hedge Agreements, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is