Common use of Agreement Absolute, Survival of Representations, Etc Clause in Contracts

Agreement Absolute, Survival of Representations, Etc. Each of the representations, warranties, covenants and other obligations and agreements contained in this Guaranty: (a) shall be absolute and unconditional, irrespective of the legality, validity, binding effect or enforceability of any Obligations or Guarantor Obligations or of any Loan Document; (b) shall survive the execution and delivery of this Guaranty and the Loan Documents, and any and all advances, repayments and readvances thereunder, and shall remain and continue in full force and effect until Lender's lending commitment (if any) under the Facility has terminated and all Obligations and Guarantor Obligations have been fully paid and/or satisfied, without regard (i) to any waiver, modification, extension, renewal, consolidation, division, amendment or restatement of any term or provision of any Loan Document, (ii) to any waiver or full, partial, delayed, discontinued or failure to exercise of any of Lender's rights, powers, privileges, remedies and interests under any Loan Document or applicable law, against any person or entity, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iii) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu of foreclosure, or otherwise), sale, lease or other realization, dealing or disposition respecting any Collateral, (iv) to any release, subordination or impairment of all or any part of any Obligations or Collateral, or any security interest therein (whether intentionally or otherwise), (v) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law, (vi) to any investigation, analysis or evaluation by Lender or its designees or representatives of the assets, business, operations, properties or condition (financial or otherwise) of Borrower or Guarantor (vii) to any act or omission on the part of Lender, Borrower, or any other person or entity, (viii) to any inducement to Guarantor to enter into this Guaranty, or (ix) to any other event that otherwise might constitute a legal or equitable counterclaim, defense or discharge of Borrower or Guarantor; (c) shall not be subject to any defense, counterclaim, setoff, right of recoupment, abatement, reduction or other claim or determination that Guarantor may have against Lender, Borrower, or any other person or entity; and (d) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of Guarantor, Borrower, or any other person or entity, as applicable, or the inability of any of them to pay debts or perform or otherwise satisfy obligations as they become due for any reason whatsoever.

Agreement Absolute, Survival of Representations, Etc. Each of the representationscollateral grants, warranties, covenants guaranties and other obligations payment obligations, representations and warranties (as of the date(s) made or deemed made), covenants, waivers and other agreements of each Guarantor (whether individual, joint, several or otherwise) contained in this GuarantyAgreement and the other Loan Instruments: (a) shall be absolute absolute, irrevocable and unconditional, irrespective of (among other things) the validity, legality, validity, binding effect or enforceability of any Obligations of the other terms and provisions of this Agreement or Guarantor Obligations any other Loan Instrument or of any Loan Documentother event described in this Section; (b) shall survive the execution and delivery of this Guaranty Agreement and the other Loan DocumentsInstruments, and any and all advances, repayments and readvances of any or all of the monies to be lent hereunder and thereunder, and ; (c) shall remain and continue in full force and effect until Lender's lending commitment (if any) under the Facility has terminated and all Obligations and Guarantor Obligations have been fully paid and/or satisfied, without regard (i) to whether the Loans or other Borrower's Obligations, Guarantors' Obligations or Surety's Obligations are now or hereafter existing, acquired or created, and irrespective of the fact that from time to time under the terms and provisions of the Loan Instruments monies may be advanced, repaid and readvanced and the SPAR ESOP Term Loan Agreement outstanding balance of the Loans may be zero, (ii) to any extension or change in the time, manner, place and other terms and provisions of payment or performance of any one or more of the Loans or other Borrower's Obligations, any Guarantors' Obligations or any Surety's Obligations, (iii) to any waiver, modification, extension, renewal, consolidation, divisionspreading, amendment or restatement of any term or provision of this Agreement or any other Loan DocumentInstrument (except as and to the extent expressly modified by the terms and provisions of any such waiver, modification, extension, renewal, consolidation, spreading, amendment or restatement), (iiiv) to any acceptance by the Lender of (A) any partial or late payment, which shall not constitute a satisfaction or waiver of the full amount then due or the resulting Default or Event of Default, or (B) any payment during the continuance of any Default or Event of Default, which shall not constitute a waiver or cure thereof; and the Lender may accept or reject any such payment without affecting any of its rights, powers, privileges, remedies and other interests under this Agreement, the other Loan Instruments and applicable law; (v) to any full, partial, delayed, discontinued partial or failure to non-exercise of any of Lender's the rights, powers, privileges, remedies and interests of the Lender under any Loan Document Instrument or applicable law, against the Borrower, any person Surety or entityany other Person or with respect to any of the Borrower's Obligations, Guarantors' Obligations, any Surety's Obligations, any other obligations or any collateral or security interest therein, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iiivi) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu of foreclosure, or otherwise), sale, lease or other realization, dealing dealing, liquidation or disposition respecting any Collateralcollateral or setoff respecting any account or other asset in accordance with the Loan Instruments or applicable law (except as and to the extent the Borrower's Obligations have been permanently reduced by the application of the net proceeds thereof), (ivvii) to the perfected or non-perfected status or priority of any mortgage or other security interest in any such collateral, which may be held without recordation, filing or other perfection (whether intentionally or otherwise), (viii) to any release, settlement, adjustment, subordination or impairment of all or any part of the Borrower's Obligations, Guarantors' Obligations, any Obligations Surety's Obligations, any other obligations or Collateral, any collateral or any security interest therein (therein, whether intentionally or otherwiseotherwise (except as and to the extent expressly modified by the terms and provisions of any such release, settlement or adjustment), (vix) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law, (vix) to any investigation, analysis or evaluation by the Lender or its designees or representatives of the assets, business, operations, properties or condition (financial or otherwise) of Borrower the Borrower, any Guarantor, any other Surety, or any other person, (xi) to any application to any obligations of the Borrower, any Guarantor or any other Surety other than any Borrower's Obligations, Guarantors' Obligations or Surety's Obligations of (viiA) any payments from such person not specifically designated for application to the Borrower's Obligations, Guarantors' Obligations or Surety's Obligations or (B) any proceeds of collateral from such person other than from the Collateral, (xii) to any sale, conveyance, assignment, participation or other transfer by the Lender (in whole or in part) to any other person of any one or more of this Agreement and the other Loan Instruments or any one or more of the rights, powers, privileges, remedies or interests of the Lender herein or therein, (xiii) to any act or omission on the part of Lender, Borrower, the Lender or any other person or entity, (viii) to any inducement to Guarantor to enter into this Guarantyperson, or (ixxiv) to any other event or circumstance that otherwise might constitute a legal or equitable counterclaim, defense or discharge of Borrower a borrower, co-obligor, indemnitor, guarantor, pledgor or surety; in each case in such manner and order, upon such terms and provisions and subject to such conditions as the Lender may deem necessary or desirable in its sole and absolute discretion, and without notice to or further assent from the Borrower, any Guarantor, any other Surety, or any other person (except for such notices as may be expressly required to be given to such party under the applicable Loan Instrument); (cd) shall not be subject to any defense, counterclaim, setoff, right of recoupment, abatement, reduction or other claim or determination that Guarantor may have against the Lender, Borrower, any Surety or any other person or entityperson; and (de) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of the Borrower, any Guarantor, Borrowerany other Surety, or any other person or entity, as applicableperson, or the inability of any of them to pay their respective debts or perform or otherwise satisfy their respective obligations as they become due for any reason whatsoever; and (f) shall remain and continue in full force and effect without regard to any of the foregoing acts, circumstances or events (i) until all of the Borrower's Obligations and Guarantors' Obligations have been fully paid and satisfied and (ii) thereafter with respect to any and all events occurring prior to such payment and satisfaction and any and all resulting claims, liabilities, losses and expenses (including, without limitation, the attorneys' disbursements, expenses and fees), whenever incurred or asserted. Notwithstanding the foregoing in this Section, however, each Guarantor retains the defense of indefeasible payment to the extent actually paid.

Agreement Absolute, Survival of Representations, Etc. Each of the representationscollateral grants, warranties, covenants guaranties and other obligations payment obligations, representations and warranties (as of the date(s) made or deemed made), covenants, waivers and other agreements of each Guarantor (whether individual, joint, several or otherwise) contained in this GuarantyAgreement and the other Loan Instruments: (a) shall be absolute absolute, irrevocable and unconditional, irrespective of (among other things) the validity, legality, validity, binding effect or enforceability of any Obligations of the other terms and provisions of this Agreement or Guarantor Obligations any other Loan Instrument or of any Loan Documentother event described in this Section; (b) shall survive the execution and delivery of this Guaranty Agreement and the other Loan DocumentsInstruments, and any and all advances, repayments and readvances of any or all of the monies to be lent hereunder and thereunder, and ; (c) shall remain and continue in full force and effect until Lender's lending commitment (if any) under the Facility has terminated and all Obligations and Guarantor Obligations have been fully paid and/or satisfied, without regard (i) to whether the Loans or other Borrower's Obligations, Guarantors' Obligations or Surety's Obligations are now or hereafter existing, acquired or created, and irrespective of the fact that from time to time under the terms and provisions of the Loan Instruments monies may be advanced, repaid and readvanced and the outstanding balance of the Loans may be zero, (ii) to any extension or change in the time, manner, place and other terms and provisions of payment or performance of any one or more of the Loans or other Borrower's Obligations, any Guarantors' Obligations or any Surety's Obligations, (iii) to any waiver, modification, extension, renewal, consolidation, divisionspreading, amendment or restatement of any term or provision of this Agreement or any other Loan DocumentInstrument (except as and to the extent expressly modified by the terms and provisions of any such waiver, modification, extension, renewal, consolidation, spreading, amendment or restatement), (iiiv) to any acceptance by the Lender of (A) any partial or late payment, which shall not constitute a satisfaction or waiver of the full amount then due or the SPAR ESOP Revolving Credit Agreement resulting Default or Event of Default, or (B) any payment during the continuance of any Default or Event of Default, which shall not constitute a waiver or cure thereof; and the Lender may accept or reject any such payment without affecting any of its rights, powers, privileges, remedies and other interests under this Agreement, the other Loan Instruments and applicable law; (v) to any full, partial, delayed, discontinued partial or failure to non-exercise of any of Lender's the rights, powers, privileges, remedies and interests of the Lender under any Loan Document Instrument or applicable law, against the Borrower, any person Surety or entityany other Person or with respect to any of the Borrower's Obligations, Guarantors' Obligations, any Surety's Obligations, any other obligations or any collateral or security interest therein, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iiivi) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu of foreclosure, or otherwise), sale, lease or other realization, dealing dealing, liquidation or disposition respecting any Collateralcollateral or setoff respecting any account or other asset in accordance with the Loan Instruments or applicable law (except as and to the extent the Borrower's Obligations have been permanently reduced by the application of the net proceeds thereof), (ivvii) to the perfected or non-perfected status or priority of any mortgage or other security interest in any such collateral, which may be held without recordation, filing or other perfection (whether intentionally or otherwise), (viii) to any release, settlement, adjustment, subordination or impairment of all or any part of the Borrower's Obligations, Guarantors' Obligations, any Obligations Surety's Obligations, any other obligations or Collateral, any collateral or any security interest therein (therein, whether intentionally or otherwiseotherwise (except as and to the extent expressly modified by the terms and provisions of any such release, settlement or adjustment), (vix) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law, (vix) to any investigation, analysis or evaluation by the Lender or its designees or representatives of the assets, business, operations, properties or condition (financial or otherwise) of Borrower the Borrower, any Guarantor, any other Surety, or any other person, (xi) to any application to any obligations of the Borrower, any Guarantor or any other Surety other than any Borrower's Obligations, Guarantors' Obligations or Surety's Obligations of (viiA) any payments from such person not specifically designated for application to the Borrower's Obligations, Guarantors' Obligations or Surety's Obligations or (B) any proceeds of collateral from such person other than from the Collateral, (xii) to any sale, conveyance, assignment, participation or other transfer by the Lender (in whole or in part) to any other person of any one or more of this Agreement and the other Loan Instruments or any one or more of the rights, powers, privileges, remedies or interests of the Lender herein or therein, (xiii) to any act or omission on the part of Lender, Borrower, the Lender or any other person or entity, (viii) to any inducement to Guarantor to enter into this Guarantyperson, or (ixxiv) to any other event or circumstance that otherwise might constitute a legal or equitable counterclaim, defense or discharge of Borrower a borrower, co-obligor, indemnitor, guarantor, pledgor or surety; in each case in such manner and order, upon such terms and provisions and subject to such conditions as the Lender may deem necessary or desirable in its sole and absolute discretion, and without notice to or further assent from the Borrower, any Guarantor, any other Surety, or any other person (except for such notices as may be expressly required to be given to such party under the applicable Loan Instrument); (cd) shall not be subject to any defense, counterclaim, setoff, right of recoupment, abatement, reduction or other claim or determination that Guarantor may have against the Lender, Borrower, any Surety or any other person or entityperson; and (de) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of the Borrower, any Guarantor, Borrowerany other Surety, or any other person or entity, as applicableperson, or the inability of any of them to pay their respective debts or perform or otherwise satisfy their respective obligations as they become due for any reason whatsoever; and (f) shall remain and continue in full force and effect without regard to any of the foregoing acts, circumstances or events (i) until all of the Borrower's Obligations and Guarantors' Obligations have been fully paid and satisfied and (ii) thereafter with respect to any and all events occurring prior to such payment and satisfaction and any and all resulting claims, liabilities, losses and expenses (including, without limitation, the attorneys' disbursements, expenses and fees), whenever incurred or asserted. Notwithstanding the foregoing in this Section, however, each Guarantor retains the defense of indefeasible payment to the extent actually paid.

Agreement Absolute, Survival of Representations, Etc. Each of the representations-------------------------------------------------------- payment obligations, warrantiescross guaranties, covenants collateral grants, representations and warranties (as of the date(s) made or deemed made), covenants, waivers and other agreements and obligations and agreements of each Borrower (whether individual, joint, several or otherwise) contained in this GuarantyAgreement and the other Loan Documents: (a) are and shall be absolute absolute, irrevocable and unconditional, irrespective of the legality, validity, binding effect or enforceability of any Obligations or Guarantor Obligations or of any Loan Document; (b) and shall survive the execution and delivery of this Guaranty and the Loan Documents, and any and all advances, repayments and readvances thereunder, and shall remain and continue in full force and effect until Lender's lending commitment (if any) under the Facility has terminated in accordance with their respective terms and all Obligations and Guarantor Obligations have been fully paid and/or satisfiedprovisions, in each case without regard to (among other things) any invalidity, illegality, non-binding effect or unenforceability (in whole or in part) for any reason whatsoever of this Agreement or any other Loan Documents, or of any of the other terms and provisions of this Agreement, including (without limitation) by reason of the absence (in whole or in part) of any required authentication, authority, capacity, consent, consideration, disclosure, equivalent value, filing, notice, recordation, signature, writing or other action, or the presence (in whole or in part) of any contractual conflict, defense, illegality, misconduct, misrepresentation, mistake, prohibition, restriction or right of reimbursement, recoupment or setoff; (b) are and shall be absolute, irrevocable and unconditional with regard to, and shall survive and remain and continue in full force and effect in accordance with their respective terms and provisions following and without regard to, each of the following (among other things), (i) the execution and delivery of this Agreement or any other Loan Documents and the performance or non-performance of any Obligations or the obligations of any Surety under the Cross-Guaranty or any other Loan Documents ("Surety's Obligations"), (ii) any advance, accrual, payment, repayment or readvance of any amount under any other Loan Document, or any request or notice with respect thereto, or the inception, creation, acquisition, increase, decrease, satisfaction or existence from time to time of any Obligations or Surety's Obligations under any other Loan Document, in each case irrespective of the fact that from time to time the outstanding balance of the Loan and other monetary Obligations may be zero, (iii) any waiver, modification, extension, renewal, consolidation, divisionspreading, amendment or restatement of or other change in any term or provision of (A) this Agreement or any other Loan DocumentDocument or (B) any one or more of the Loan or other Obligations or any Surety's Obligations, including (without limitation) any extension or other change in the time, manner, place or other term of payment or performance of any of the foregoing, in each case except as and to the extent expressly modified by the terms and provisions of any such extension, change, waiver, modification, renewal, consolidation, spreading, amendment or restatement, (iiiv) to any waiver or full, partial, delayed, discontinued partial or failure to non-exercise of any of Lender's the rights, powers, privileges, remedies and interests of the Lender under any other Loan Document or applicable law, against the Borrower, any person Surety or entityany other Person or with respect to any of the Obligations, any Surety's Obligations, any other obligations or any collateral or security interest therein, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iiiv) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu of foreclosure, or otherwise), sale, lease or other realization, dealing dealing, liquidation or disposition respecting any Collateralcollateral or setoff respecting any account or other asset in accordance with this Agreement, any other Loan Document or applicable law (except as and to the extent the Obligations have been permanently reduced by the application of the net proceeds thereof), (ivvi) to the perfected or non-perfected status or priority of any mortgage or other security interest in any such collateral, which may be held without recordation, filing or other perfection (whether intentionally or otherwise), (vii) any release, settlement, adjustment, subordination or impairment of all or any part of the Obligations, any Obligations Surety's Obligations, any other obligations or Collateral, any collateral or any security interest therein (under or with respect to this Agreement, any other Loan Document or applicable law, whether intentionally or otherwiseotherwise (except as and to the extent expressly modified by the terms and provisions of any such release, settlement or adjustment), (vviii) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law, (viix) to any investigation, analysis or evaluation by the Lender or its designees or representatives of the assets, business, cash flow, expenses, income, liabilities, operations, properties properties, prospects, reputation or condition (financial or otherwise) of any Borrower, any Surety, or any other Person, (x) any application to any obligations of any Borrower or Guarantor any Surety other than any Obligations or Surety's Obligations of (viiA) any payments from such Person not specifically designated for application to the Obligations or Surety's Obligations or (B) any proceeds of collateral from such Person other than from the Collateral, (xi) any sale, conveyance, assignment, participation or other transfer by the Lender (in whole or in part) to any other Person of any one or more of this Agreement or any of this Agreement and the other Loan Documents or any one or more of the rights, powers, privileges, remedies or interests of the Lender herein or therein, or (xii) any act or omission on the part of Lender, Borrower, the Lender or any other person Person or entity, (viii) to any inducement to Guarantor to enter into this Guaranty, or (ix) to any other act, event or circumstance that otherwise might constitute a legal or equitable counterclaimdefense, defense counterclaim or discharge of Borrower a borrower, co-obligor, indemnitor, guarantor, pledgor or Guarantorsurety; in each case in such manner and order, upon such terms and provisions and subject to such conditions as the Lender may deem necessary or desirable in its sole and absolute discretion, without notice to or further assent from any Borrower, any Surety, or any other Person (except for such notices as may be expressly required to be given to such party under this Agreement or applicable other Loan Document), and without affecting any of the rights, powers, privileges, remedies and other interests of the Lender under this Agreement, the other Loan Documents and applicable law; and (c) shall not be subject remain and continue in full force and effect without regard to any defenseof the foregoing acts, counterclaimevents or circumstances until all of the Obligations have been fully paid and satisfied (other than any contingent indemnification, setoffdefense or similar obligation that by its express terms extends beyond such payment); provided, right however, that each Borrower retains the defense of recoupment, abatement, reduction or other claim or determination that Guarantor may have against Lender, Borrower, or any other person or entity; and (d) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of Guarantor, Borrower, or any other person or entity, as applicable, or the inability of any of them to pay debts or perform or otherwise satisfy obligations as they become due for any reason whatsoeverpayment.

Agreement Absolute, Survival of Representations, Etc. Each of the representations, warranties, covenants and other obligations and agreements contained in this Guaranty: (a) shall be absolute and unconditional, irrespective of the legality, validity, binding effect or enforceability of any Obligations or Guarantor Obligations or of any Loan Document; (b) shall survive the execution and delivery of this Guaranty and the Loan Documents, and any and all advances, repayments and readvances thereunder, and shall remain and continue in full force and effect until Lender's lending commitment (if any) under the Facility has terminated and all Obligations and Guarantor Obligations have been fully paid and/or satisfied, without regard (i) to any waiver, modification, extension, renewal, consolidation, division, amendment or restatement of any term or provision of any Loan Document, (ii) to any waiver or full, partial, delayed, discontinued or failure to exercise of any of Lender's rights, powers, privileges, remedies and interests under any Loan Document or applicable law, against any person or entity, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iii) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu of foreclosure, or otherwise), sale, lease or other realization, dealing or disposition respecting any Collateral, (iv) to any release, subordination or impairment of all or any part of any Obligations or Collateral, or any security interest therein (whether intentionally or otherwise), (v) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law, (vi) to any investigation, analysis or evaluation by Lender or its designees or representatives of the assets, business, operations, properties or condition (financial or otherwise) of Borrower or Guarantor (vii) to any act or omission on the part of Lender, Borrower, or any other person or entity, (viii) to any inducement to Guarantor to enter into this Guaranty, or (ix) to any other event that otherwise might constitute a legal or equitable counterclaim, defense or discharge of Borrower or Guarantor; (c) shall not be subject to any defense, counterclaim, setoff, right of recoupment, abatement, reduction or other claim or determination that Guarantor may have against Lender, Borrower, or any other person or entityentity (other than defense of payment); and (d) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of Guarantor, Borrower, or any other person or entity, as applicable, or the inability of any of them to pay debts or perform or otherwise satisfy obligations as they become due for any reason whatsoever.

Agreement Absolute, Survival of Representations, Etc. Each of the representations-------------------------------------------------------- payment obligations, warrantiescross guaranties, covenants collateral grants, representations and warranties (as of the date(s) made or deemed made), covenants, waivers and other agreements and obligations and agreements of each Borrower (whether individual, joint, several or otherwise) contained in this GuarantyAgreement and the other Loan Documents: (a) are and shall be absolute absolute, irrevocable and unconditional, irrespective of the legality, validity, binding effect or enforceability of any Obligations or Guarantor Obligations or of any Loan Document; (b) and shall survive the execution and delivery of this Guaranty and the Loan Documents, and any and all advances, repayments and readvances thereunder, and shall remain and continue in full force and effect until Lender's lending commitment (if any) under the Facility has terminated in accordance with their respective terms and all Obligations and Guarantor Obligations have been fully paid and/or satisfiedprovisions, in each case without regard to (among other things) any invalidity, illegality, non-binding effect or unenforceability (in whole or in part) for any reason whatsoever of this Agreement or any other Loan Documents, or of any of the other terms and provisions of this Agreement, including (without limitation) by reason of the absence (in whole or in part) of any required authentication, authority, capacity, consent, consideration, disclosure, equivalent value, filing, notice, recordation, signature, writing or other action, or the presence (in whole or in part) of any contractual conflict, defense, illegality, misconduct, misrepresentation, mistake, prohibition, restriction or right of reimbursement, recoupment or setoff; (b) are and shall be absolute, irrevocable and unconditional with regard to, and shall survive and remain and continue in full force and effect in accordance with their respective terms and provisions following and without regard to, each of the following (among other things), (i) the execution and delivery of this Agreement or any other Loan Documents and the performance or non-performance of any Obligations or the obligations of any Surety under the Cross-Guaranty or any other Loan Documents ("Surety's Obligations"), (ii) any advance, accrual, payment, repayment or readvance of any amount under any other Loan Document, or any request or notice with respect thereto, or the inception, creation, acquisition, increase, decrease, satisfaction or existence from time to time of any Obligations or Surety's Obligations under any other Loan Document, in each case irrespective of the fact that from time to time the outstanding balance of the Loan and other monetary Obligations may be zero, (iii) any waiver, modification, extension, renewal, consolidation, divisionspreading, amendment or restatement of or other change in any term or provision of (A) this Agreement or any other Loan DocumentDocument or (B) any one or more of the Loan or other Obligations or any Surety's Obligations, including (without limitation) any extension or other change in the time, manner, place or other term of payment or performance of any of the foregoing, in each case except as and to the extent expressly modified by the terms and provisions of any such extension, change, waiver, modification, renewal, consolidation, spreading, amendment or restatement, (iiiv) to any waiver or full, partial, delayed, discontinued partial or failure to non-exercise of any of Lender's the rights, powers, privileges, remedies and interests of the Lender under any other Loan Document or applicable law, against the Borrower, any person Surety or entityany other Person or with respect to any of the Obligations, any Surety's Obligations, any other obligations or any collateral or security interest therein, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any or no reason whatsoever, or which may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise), (iiiv) to any surrender, repossession, sequestration, foreclosure, conveyance or assignment (by deed in lieu of foreclosure, or otherwise), sale, lease or other realization, dealing dealing, liquidation or disposition respecting any Collateralcollateral or setoff respecting any account or other asset in accordance with this Agreement, any other Loan Document or applicable law (except as and to the extent the Obligations have been permanently reduced by the application of the net proceeds thereof), (ivvi) to the perfected or non-perfected status or priority of any mortgage or other security interest in any such collateral, which may be held without recordation, filing or other perfection (whether intentionally or otherwise), (vii) any release, settlement, adjustment, subordination or impairment of all or any part of the Obligations, any Obligations Surety's Obligations, any other obligations or Collateral, any collateral or any security interest therein (under or with respect to this Agreement, any other Loan Document or applicable law, whether intentionally or otherwiseotherwise (except as and to the extent expressly modified by the terms and provisions of any such release, settlement or adjustment), (vviii) to any extension, stay, moratorium or statute of limitations or similar time constraint under any applicable law, (viix) to any investigation, analysis or evaluation by the Lender or its designees or representatives of the assets, business, cash flow, expenses, income, liabilities, operations, properties properties, prospects, reputation or condition (financial or otherwise) of any Borrower, any Surety, or any other Person, (x) any application to any obligations of any Borrower or Guarantor any Surety other than any Obligations or Surety's Obligations of (viiA) any payments from such Person not specifically designated for application to the Obligations or Surety's Obligations or (B) any proceeds of collateral from such Person other than from the Collateral, (xi) any sale, conveyance, assignment, participation or other transfer by the Lender (in whole or in part) to any other Person of any one or more of this Agreement or any of this Agreement and the other Loan Documents or any one or more of the rights, powers, privileges, remedies or interests of the Lender herein or therein, or (xii) any act or omission on the part of Lender, Borrower, the Lender or any other person Person or entity, (viii) to any inducement to Guarantor to enter into this Guaranty, or (ix) to any other act, event or circumstance that otherwise might constitute a legal or equitable counterclaimdefense, defense counterclaim or discharge of Borrower a borrower, co-obligor, indemnitor, guarantor, pledgor or Guarantorsurety; in each case in such manner and order, upon such terms and provisions and subject to such conditions as the Lender may deem necessary or desirable in its sole and absolute discretion, without notice to or further assent from any Borrower, any Surety, or any other Person (except for such notices as may be expressly required to be given to such party under this Agreement or applicable other Loan Document), and without affecting any of the rights, powers, privileges, remedies and other interests of the Lender under this Agreement, the other Loan Documents and applicable law; and (c) shall not be subject remain and continue in full force and effect without regard to any defenseof the foregoing acts, counterclaimevents or circumstances until all of the Obligations have been fully paid and satisfied (other than any contingent indemnification, setoffdefense or similar obligation that by its express terms extends beyond such payment); provided, right however, that each Borrower retains the defense of recoupmentpayment. The parties hereby agree that this Agreement does not constitute a novation of the outstanding obligations and liabilities of the Borrowers under the Existing Loan Agreement, abatement, reduction or other claim or determination that Guarantor may have against Lender, Borrower, or any other person or entity; this Agreement re-evidences and (d) shall not be diminished or qualified by the death, disability, dissolution, reorganization, insolvency, bankruptcy, custodianship or receivership of Guarantor, Borrower, or any other person or entityconfirms such obligations and liabilities, as applicableamended hereby, or and that from the inability of any of them date hereof all references to pay debts or perform the Existing Loan Agreement in the Existing Loan Agreement and the other Loan Documents shall reference this Agreement as the same may be further amended, restated, supplemented or otherwise satisfy obligations as they become due for any reason whatsoevermodified.