Absolute and Unconditional Obligations. Borrower acknowledges and agrees that its obligations and liabilities under this Agreement and under the other Loan Documents shall be absolute and unconditional irrespective of (1) any lack of validity or enforceability of any of the Obligations, any Loan Documents, or any agreement or instrument relating thereto; (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from any Loan Documents or any other documents or instruments executed in connection with or related to the Obligations; (3) any exchange or release of any collateral, if any, or of any other Person from all or any of the Obligations; or (4) any other circumstances which might otherwise constitute a defense available to, or a discharge of, Borrower or any other Person in respect of the Obligations. The obligations and liabilities of Borrower under this Agreement and other Loan Documents shall not be conditioned or contingent upon the pursuit by any Bank or any other Person at any time of any right or remedy against Borrower or any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto.
Absolute and Unconditional Obligations. Borrower acknowledges and agrees that its obligations and liabilities under this Agreement and under the other Loan Documents shall be absolute and unconditional irrespective of (1) any lack of validity or enforceability of any of the Guaranteed Obligations, any Specified Derivative Contract, any Specified Cash Management Agreement, any Loan Documents, or any agreement or instrument relating thereto; (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Documents or any other documents or instruments executed in connection with or related to the Guaranteed Obligations; (3) any exchange or release of any collateral, if any, or of any other Person from all or any of the Guaranteed Obligations; or (4) any other circumstances which might otherwise constitute a defense available to, or a discharge of, Borrower or any other Person in respect of the Guaranteed Obligations. The obligations and liabilities of Borrower under this Agreement and the other Loan Documents shall not be conditioned or contingent upon the pursuit by any Bank or any other Person at any time of any right or remedy against Borrower, any other Loan Party or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto.
Absolute and Unconditional Obligations. Notwithstanding anything contained herein to the contrary, (i) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.
Absolute and Unconditional Obligations. 59 Section 11.02 Non-Recourse to Borrower's Principals..............................................60
Absolute and Unconditional Obligations. 58 -------------------------------------- Section 11.02 Non-Recourse to TRG Partners.......................... 58 ----------------------------
Absolute and Unconditional Obligations. All rights of the Collateral Agent and all obligations of the Sponsor hereunder shall be absolute and unconditional irrespective of:
Absolute and Unconditional Obligations. The obligations of CT&T under this Agreement shall be absolute and unconditional and shall remain in full force and effect during the term of this Agreement as specified in Section 4.
Absolute and Unconditional Obligations. All rights of the Agent hereunder, the Security Interest and all obligations of the Assignor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to any departure from any Credit Transaction Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Assignor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). The Agent may resort to the Assignor hereunder for the payment of the Obligations whether or not the Agent shall have resorted to any other property of any person securing the Obligations or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Obligations.
Absolute and Unconditional Obligations. 75 Section 11.02. Non-Recourse to VRT Principals and the General Partner 75 ARTICLE XII MISCELLANEOUS 76 Section 12.01. Binding Effect of Request for Advance 76 Section 12.02. Amendments and Waivers 76 Section 12.03. Survival 78 Section 12.04. Expenses; Indemnification 78 Section 12.05. Assignment; Participation 78 Section 12.06. Documentation Satisfactory 81 Section 12.07. Notices 82 Section 12.08. Setoff 83 -iii- TABLE OF CONTENTS Page Section 12.09. Table of Contents; Headings 83 Section 12.10. Severability 83 Section 12.11. Counterparts 84 Section 12.12. Integration 84 Section 12.13. Governing Law 84 Section 12.14. Waivers 84 Section 12.15. Jurisdiction; Immunities 84 Section 12.16. Designated Lender 86 Section 12.17. No Bankruptcy Proceedings 86 Section 12.18. Intentionally Omitted 87 Section 12.19. USA Patriot Act 87 Section 12.20. Defaulting Lenders 87 Section 12.21. Use for Mortgages 89 Section 12.22. Bottom-Up Guaranties 90 Section 12.23. Confidentiality 90 Section 12.24. Transitional Arrangements 90 Section 12.25. No Advisory or Fiduciary Responsibility 91 Section 12.26. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 92 SCHEDULES AND EXHIBITS SCHEDULE 1 - Loan Commitments SCHEDULE 2 - Other Investments SCHEDULE 2.17(j) - Existing Letters of Credit SCHEDULE 2A - General Partner Investments SCHEDULE 3 - General Partner – Debt SCHEDULE 7.01 - Other Agreements EXHIBIT A - Authorization Letter EXHIBIT B - Ratable Loan Note EXHIBIT C - Bid Rate Loan Note EXHIBIT D - Solvency Certificate EXHIBIT E - Assignment and Assumption Agreement EXHIBIT F - List of Material Affiliates EXHIBIT G-1 - Bid Rate Quote Request EXHIBIT G-2 - Invitation for Bid Rate Quotes EXHIBIT G-3 - Bid Rate Quote EXHIBIT G-4 - Acceptance of Bid Rate Quote EXHIBIT H - Designation Agreement EXHIBIT I - Labor Matters EXHIBIT J - Tax Compliance Certificates AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of November 7, 2016 among VORNADO REALTY L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A. and XXXXX FARGO BANK, N.A., as Co-Syndication Agents, the Persons listed on the cover sheet hereto as “Documentation Agents”, and JPMORGAN CHASE BANK, N.A., in its individual capacity and not as Administrative Agent, and the other lend...
Absolute and Unconditional Obligations. Guarantor acknowledges that ---------------------------------------- this Guaranty and Guarantor's obligations under this Guaranty are and shall at all times continue to be absolute, irrevocable and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations of Guarantor under this Guaranty or the obligations of any other person or party (including, without limitation, the Borrower) relating to this Guaranty or the obligations of Guarantor hereunder or otherwise with respect to the Debt, including, but not limited to, a foreclosure of the Mortgage or the realization upon any other collateral given, pledged or assigned as security for all or any portion of the Debt, or the filing of a petition under Title 11 of the United States Code with regard to the Borrower or Guarantor, or the commencement of an action or proceeding for the benefit of the creditors of the Borrower or Guarantor, or the obtaining by the Lender of title to, respectively, the Premises or to any collateral given, pledged or assigned as security for the Debt by reason of the foreclosure or enforcement of the Mortgage or any other pledge or security agreement, the acceptance of a deed or assignment in lieu of foreclosure or sale, or otherwise. This Guaranty sets forth the entire agreement and understanding of the Lender and Guarantor with respect to the matters covered by this Guaranty, and Guarantor acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations of Guarantor under this Guaranty, except those specifically set forth in this Guaranty.
