Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.
Appears in 5 contracts
Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.), Second Lien Guarantee (National Vision Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 5 contracts
Samples: Shared Services Agreement (DEX ONE Corp), Shared Services Agreement (DEX ONE Corp), Shared Services Agreement (DEX ONE Corp)
Guarantee Absolute and Unconditional. (a) Each To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2, to the fullest extent permitted by applicable law, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 4 contracts
Samples: First Lien Guarantee and Collateral Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee Agreement or acceptance of the guarantee contained in this GuaranteeArticle VI. All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Article VI and all dealings between the any Borrower and or any of the Guarantorsother Credit Party, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle VI. To Each Guarantor, to the fullest extent permitted by applicable lawApplicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Credit Party with respect to the Obligations. Each Guarantor waives, to the fullest extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) the guarantee set forth in this Article VI or any of its obligations hereunder. Each Guarantor understands and agrees agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Guarantee Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity enforceability or enforceability avoidability of the Credit Agreement, this Agreement or any other Credit Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the with respect to any Obligations, or of such Guarantor under this Guaranteeguarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof, “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 4 contracts
Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.), Credit Agreement (Vireo Health International, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon any Borrower, notice of acceptance and any other notice in respect of the Obligations or any part of themLoan Party with Primary Obligations, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower any Borrower, any other Loan Party or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Borrower, any other Loan Party with Primary Obligations or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 4 contracts
Samples: Patent Status Report (Tenneco Inc), Guarantee Agreement (Tenneco Inc), Collateral Agreement (Tenneco Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Non-Borrower Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit DocumentFirst Lien Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrower, such Guarantor or such any other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other obligor for the Guaranteed Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Micron Technology Inc), Guarantee and Collateral Agreement (Micron Technology Inc), Guarantee and Collateral Agreement (Calpine Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Nebraska Book Co), Guarantee and Collateral Agreement (NBC Acquisition Corp), Guarantee and Collateral Agreement (NBC Acquisition Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Hanger Orthopedic Group Inc), Guarantee and Collateral Agreement (Magellan Midstream Partners Lp), Credit Agreement (Hudson Pacific Properties, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset set-off with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offsetset-off, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 4 contracts
Samples: First Lien Guarantee and Security Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Intercreditor Agreement (First Wind Holdings Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsObligations (other than any notice required pursuant to the terms of the Credit Agreement). Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 4 contracts
Samples: Credit Agreement (Match Group, Inc.), Credit Agreement (Iac/Interactivecorp), Credit Agreement (Iac/Interactivecorp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Administrative Agent, the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Administrative Agent, the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent, the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the ObligationsObligations (other than the defense that the Termination Date has occurred). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Cash Management Agreement, any Secured Bank Product Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.
Appears in 3 contracts
Samples: Intercreditor Agreement (Canada Goose Holdings Inc.), Intercreditor Agreement (Canada Goose Holdings Inc.), Intercreditor Agreement (Canada Goose Holdings Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any ------------------------------------ and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Bedding Experts Inc), Guarantee and Collateral Agreement (Intira Corp), And Collateral Agreement (Nationwide Credit Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (Nbty Inc), Guarantee and Collateral Agreement (Anacomp Inc), Guarantee and Collateral Agreement (Anacomp Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee ARTICLE 2 or acceptance of the guarantee contained in this Guarantee. All Obligations ARTICLE 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, ARTICLE 2; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeARTICLE 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee ARTICLE 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Securities Amendment and Purchase Agreement or any other Credit Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Company or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Company Obligations, or of such Guarantor under the guarantee contained in this GuaranteeARTICLE 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee Agreement or acceptance of this Guarantee. All Obligations Agreement, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Agreement; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such any Guarantor under this GuaranteeAgreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such any Guarantor. This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Collateral Agent and the Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.
Appears in 3 contracts
Samples: First Lien (BrightView Holdings, Inc.), National Vision Holdings, Inc., National Vision Holdings, Inc.
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between any of the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Borrower Borrowers or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrower Borrowers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrower or Borrowers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Credit Agreement (Furmanite Corp), Guaranty and Collateral Agreement (Furmanite Corp), Guaranty and Collateral Agreement (Furmanite Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Article 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article 2; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Bridge Facility Agreement or any other Credit DocumentLoan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Grantor for the Obligations, or of such other Guarantor under the guarantee contained in this GuaranteeArticle 2, in bankruptcy or in any other instanceinstance other than Discharge of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Without limiting the generality of the foregoing or any other Secured Parties against provision hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such GuarantorGuarantor under California Civil Code Sections 2809, 2810, 2819, 2939, 2845, 2848, 2849, 2850, 2855, 2899 and 3433.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Post Holdings, Inc.), Guarantee and Collateral Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Loan Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.), Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.), Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Administrative Agent, the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Administrative Agent, the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (except any notice required by a non-waivable law or notices otherwise expressly required by the Loan Documents). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent, the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 3 contracts
Samples: First Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.), Second Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.), Guarantee and Collateral Agreement (Engility Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article II or acceptance of the guarantee contained in this Guarantee. All Obligations Article II; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article II; and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle II. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Borrower, notice of acceptance and any other notice in respect of the Loan Party with Primary Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentSecured Agreement, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Borrower, any other Loan Party or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrower, any other Loan Party with Primary Obligations or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this GuaranteeArticle II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Eos Energy Enterprises, Inc.), Guarantee and Collateral Agreement (AST SpaceMobile, Inc.), Patent Security Agreement (Soundhound Ai, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by any of the Collateral Agent Agents or any other Secured Party Lenders upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or upon any of the Guarantors Credit Parties with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit AgreementAgreements, this Agreement or any other Credit Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any of the Collateral Agent Agents or any other Secured PartyLenders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Borrower against the Collateral Agent other Credit Parties or any other Secured Party Person against any of the Agents or Lenders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrower or such GuarantorCredit Parties) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrower Credit Parties for the Guaranteed Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any of the Collateral Agent and any other Secured Party Agents or Lenders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Borrower or any Guarantor other Credit Parties or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any of the Collateral Agent Agents or Lenders to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrower other Credit Parties or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Borrower other Credit Parties or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any of the Collateral Agent Agents or Lenders against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 3 contracts
Samples: Credit Agreement (L 3 Communications Corp), Parent Guarantee Agreement (L 3 Communications Corp), Subsidiary Guarantee Agreement (L 3 Communications Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives notice of acceleration, notice of intent to accelerate, diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx), Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx)
Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Lender Party upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 10 and all dealings between the Borrower any Loan Party and any of the Subsidiary Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. To the fullest extent permitted by applicable law, each Each Subsidiary Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Loan Party or any of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any of the Collateral Agent Agents or any other Secured Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent any Loan Party or any other Secured Party Person against any Agent or Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower such Loan Party or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of such Borrower or applicable Loan Party, as the Borrower case may be, for the Obligations, or of such Subsidiary Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Lender Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Loan Party, any other Subsidiary Guarantor, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or Loan Party, any such other Person or to realize upon any such collateral security Guarantor, or guarantee or to exercise any such right of offset, or any release of the Borrower any Loan Party, any other Guarantor, or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender Party against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of legal proceedings relating to this guarantee or the other Secured Parties against such GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (World Wrestling Entertainmentinc), Credit Agreement (World Wrestling Entertainmentinc)
Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Lender Party upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 10 and all dealings between the Borrower any Loan Party and any of the Subsidiary Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. To the fullest extent permitted by applicable law, each Each Subsidiary Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Loan Party or any of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any of the Collateral Agent Agents or any other Secured Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent any Loan Party or any other Secured Party Person against any Agent or Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower such Loan Party or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of such Borrower or applicable Loan Party, as the Borrower case may be, for the Obligations, or of such Subsidiary Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any US Guarantor, the Collateral Administrative Agent and or any other Secured Lender Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Loan Party, any other Subsidiary Guarantor, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or Loan Party, any such other Person or to realize upon any such collateral security Guarantor, or guarantee or to exercise any such right of offset, or any release of the Borrower any Loan Party, any other Guarantor, or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any US Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender Party against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of legal proceedings relating to this guarantee or the other Secured Parties against such GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (World Wrestling Entertainmentinc), Credit Agreement (World Wrestling Entertainmentinc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrower, any Subsidiary and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Borrower, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Subsidiary or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the any Credit Agreement, Agreement or any other Credit Document, any agreement evidencing or governing External Sharing Debt, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Subsidiary for the Guaranteed Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Lucent Technologies Inc), Guarantee and Collateral Agreement (Lucent Technologies Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Collateral Agreement (SPX Corp), Reimbursement Agreement (SPX Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor The Company waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Subsidiary Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Company and any of the GuarantorsSubsidiary Borrowers, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor The Company waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations Company or any part of them, and any defense arising by reason of any disability or other defense of the applicable Subsidiary Borrower or any of the Guarantors with respect to the Subsidiary Borrower Obligations. Each Guarantor The Company understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Subsidiary Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantorany Subsidiary Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Subsidiary Borrowers for the Subsidiary Borrower Obligations, or of such Guarantor the Company under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Company, any Subsidiary Borrower, or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Subsidiary Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against the Company. For the purposes hereof, “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Borrowers or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrowers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrowers, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Triumph Group Inc), Guarantee and Collateral Agreement (Triumph Group Inc)
Guarantee Absolute and Unconditional. (a) Each Except as otherwise required by this Agreement, the Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Article XI or acceptance of the guarantee contained in this Guarantee. All Obligations Article XI; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article XI; and all dealings between the Borrower Borrowers and any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle XI. To the fullest extent permitted by applicable law, each the Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Article XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit obligations of the Borrowers under this Agreement, any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower or any other Person against the Collateral Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such the Guarantor under the guarantee contained in this GuaranteeArticle XI, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor the Agent or any Guarantor, the Collateral Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Borrower, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrowers, or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower any Borrower, or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (V F Corp), Credit Agreement (V F Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers for the Borrower for the Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy any Insolvency Proceeding or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (HollyFrontier Corp), Guarantee and Collateral Agreement (HollyFrontier Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the extent permitted by law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To Each Guarantor waives, to the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees agrees, to the extent permitted by law, that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Alliance Laundry Systems LLC), Credit Agreement (Alliance Laundry Systems LLC)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any ------------------------------------ and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, its Related Guaranteed Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 10; each Guarantor's Related Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 10; and all dealings between the Borrower and any of the GuarantorsGuarantors or any of their Related Guaranteed Parties, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower upon such Guarantor or any of the Guarantors its Related Guaranteed Parties with respect to the its Related Guaranteed Obligations. Each Guarantor understands and agrees that The guarantees contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee guarantees of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Borrower Guaranteed Parties against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Guarantor or such Guarantorany of its Related Guaranteed Parties) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower a Guaranteed Party for any of the Obligations, or of such any Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor of such Guarantor's Related Guaranteed Parties or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor of a Guarantor's Related Guaranteed Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor of such Related Guaranteed Parties or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunderunder this Section 10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties Lenders against such Guarantor.
Appears in 2 contracts
Samples: Agent Agreement (Exide Corp), Credit and Guarantee Agreement (Exide Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Doane Pet Care Co), Credit Agreement (Doane Pet Care Co)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Notes Obligations and notice of or proof of reliance by the Trustee, the Collateral Agent or any other Secured Party Holder upon the guarantee contained in this Guarantee Article 10 or acceptance of the guarantee contained in this Guarantee. All Obligations Article 10; the Notes Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article 10; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Trustee, the Collateral Agent and the other Secured PartiesHolders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 10. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Notes Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit DocumentSecurity Documents, any of the Notes Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyTrustee, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.Holder,
Appears in 2 contracts
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by Lender upon the Collateral Agent or any other Secured Party upon guarantee contained in this Guarantee Section 3 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 3; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 3; and all dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured PartiesLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 3. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performanceand notice of default, notice of default or nonpayment, notice of acceptance dishonor and any all other notice in respect of the Obligations or any part of them, and any defense arising by reason notices of any disability kind to or other defense of the upon Borrower or any of the Guarantors Guarantor with respect to the ObligationsBorrower Obligations and any exemption rights that either Loan Party may have. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the this Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, Lender; (b) any defense, set-set off or counterclaim (other than a defense of payment or performanceperformance in full hereunder) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Person against Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, Borrower Obligations or of such Guarantor under the guarantee contained in this GuaranteeSection 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or Lender to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunderGuarantor Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Lender against Guarantor. For the Collateral Agent purposes hereof, “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (DISH Network CORP), Credit Agreement (DISH Network CORP)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Post-Petition Obligations and notice of or proof of reliance by the Collateral DIP Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 10; the Post-Petition Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 10; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral DIP Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Post-Petition Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Post-Petition Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral DIP Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral DIP Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Post-Petition Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral DIP Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Post-Petition Obligations or any right of offset with respect thereto, and any failure by the Collateral DIP Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral DIP Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Petition Credit Agreement (Pilgrims Pride Corp), Pilgrims Pride Corp
Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable Law, each any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent Administrative Agent, the Revolver Agent, any Lender or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and among the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees agrees, to the maximum extent permitted by applicable Law, that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent Administrative Agent, the Revolver Agent, any Lender or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent Administrative Agent, the Revolver Agent, any Lender or any other Secured Party Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent Administrative Agent, the Revolver Agent, any Lender and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent Administrative Agent, the Revolver Agent, any Lender or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and Administrative Agent, the Revolver Agent, any Lender or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include, but not be limited to the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Paperweight Development Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee Agreement or acceptance of the guarantee contained in this GuaranteeArticle VI. All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Article VI and all dealings between the any Borrower and or any of the Guarantorsother Credit Party, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle VI. To Each Guarantor, to the fullest extent permitted by applicable lawApplicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Credit Party with respect to the Obligations. Each Guarantor waives, to the fullest extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) the guarantee set forth in this Article VI or any of its obligations hereunder. Each Guarantor understands and agrees agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Guarantee Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity enforceability or enforceability avoidability of the Credit Agreement, this Agreement or any other Credit Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the with respect to any Obligations, or of such Guarantor under this Guaranteeguarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof, “demand” shall include the commencement and the other Secured Parties against such Guarantor.continuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Goodness Growth Holdings, Inc.), Credit Agreement (Goodness Growth Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Co-Issuer Obligations and notice of or proof of reliance by the Collateral Agent Trustee or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Co-Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2 and the grant of the security interests pursuant to Section 3; and all dealings between the Borrower Co-Issuers and any of the Guarantors, on the one hand, and the Collateral Agent Trustee and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2 and the grant of the security interests pursuant to Section 3. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Co-Issuers or any of the Guarantors with respect to the Co-Issuer Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 and the grant of the security interests pursuant to Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Indenture or any other Credit Related Document, any of the Co-Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent Trustee or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of full payment or performance) that which may at any time be available to or be asserted by the Borrower any Co-Issuer or any other Person against the Collateral Agent Trustee or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Co-Issuers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Co-Issuers for the Co-Issuer Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2 and the grant of the security interests pursuant to Section 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Co-Issuer, any other Guarantor or any other Person or against any collateral security or guarantee for the Co-Issuer Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent Trustee or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Co-Issuer, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Co-Issuer, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the Trustee or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dominos Pizza Inc), Guarantee and Collateral Agreement (Dominos Pizza Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, the Note Agreements, the Prudential Notes or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance in full) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TBC Corp), Credit Agreement (TBC Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 9 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 9; and all dealings between the any Borrower and any of the GuarantorsGuarantor, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 9. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Administrative Agent, on behalf of the Secured Parties, may from time to time enforce against any Guarantor its rights under this Agreement or any other Loan Document without being required to first proceed or exhaust its remedies against the Borrower. Each Guarantor understands and agrees that the guarantee of the Guarantors contained in this Guarantee Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the value, genuineness, validity, regularity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any Secured Party, (iii) the failure of any other Secured Party Guarantor to make payment in respect of the Guaranteed Obligations, (iv) or any substitution, release or exchange of any other guarantee of or security for the Guaranteed Obligations, or (cv) any other circumstance whatsoever (with or without notice to or knowledge Knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of a Guarantor under the guarantee of such Guarantor under contained in this GuaranteeSection 9, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any a Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, another Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, another Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, another Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any obligation or liability hereunderunder this Section 9, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other or any Secured Parties Party against such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Loan and Security Agreement (Benefit Street Partners Realty Trust, Inc.), Loan and Security Agreement (Benefit Street Partners Realty Trust, Inc.)
Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Borrower Company for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, each of the Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee Agreement (General Motors Co), Day Revolving Credit Agreement (General Motors Co)
Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Company, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Subsidiary Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of 509265-1725-11432-13209999 the Credit Agreement, Agreement or any other Credit Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) non-perfection or release of the Collateral, (c) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Company, any Subsidiary Borrower against the Collateral Agent or any other Secured Party Person against any Guaranteed Party, (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligations or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company or any Subsidiary Borrower for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Parent and the Company understand and agree that this Agreement shall remain in full force and effect as to the Parent's and the Company's obligations hereunder notwithstanding the occurrence of the Collateral Release Date or any Guarantee Release Date, but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.14 and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.14. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee Agreement (General Motors Co), Guarantee Agreement (General Motors Financial Company, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Iconix Brand Group, Inc.), Guarantee and Collateral Agreement (XCel Brands, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Article 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article 2; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentLoan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Grantor for the Obligations, or of such other Guarantor under the guarantee contained in this GuaranteeArticle 2, in bankruptcy or in any other instanceinstance other than Discharge of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Post Holdings, Inc.), Credit Agreement (Healthequity, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.
Appears in 2 contracts
Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Nebraska Book Co), Guarantee and Collateral Agreement (NBC Acquisition Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations to the extent permitted by law. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (Six Flags Entertainment Corp), Second Lien Guarantee and Collateral Agreement (Six Flags Entertainment Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives notice of acceleration, notice of intent to accelerate, diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Cinemark Holdings, Inc.), Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Borrower, notice of acceptance and any other notice in respect of the Loan Party with Primary Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Borrower, any other Loan Party or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrower, any other Loan Party with Primary Obligations or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Guarantee and Collateral Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article II or acceptance of the guarantee contained in this Guarantee. All Obligations Article II; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article II; and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle II. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Borrower, notice of acceptance and any other notice in respect of the Loan Party with Primary Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentSecured Agreement, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance, including the defense that Payment in Full has occurred) that which may at any time be available to or be asserted by the Borrower Borrower, any other Loan Party or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrower, any other Loan Party with Primary Obligations or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this GuaranteeArticle II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Clean Energy Fuels Corp.), Guarantee and Collateral Agreement (Clean Energy Fuels Corp.)
Guarantee Absolute and Unconditional. (a) Each The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the any Borrower and any of the GuarantorsGuarantor, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each The Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations Borrowers or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard payment. The Guarantor hereby waives, to the extent it may legally do so, any and all defenses that it may have arising out of or in connection with any and all of the following: (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower against the Collateral Administrative Agent or any other Secured Party Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in the Obligations, (d) any exchange, taking, or release of Collateral, (e) any change in the corporate structure or existence of any Borrower, (f) any application of Collateral to Obligations or (cg) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such the Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the any Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the or any other Secured Parties Party against such the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: CNG Guarantee and Cash Collateral Agreement (Cole National Corp /De/)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Other Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Secured Hedge Agreement or Secured Cash Management Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, with respect to the Loan Documents likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Other Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Secured Hedge Agreement or Secured Cash Management Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (United Components Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrenceIncurrence, renewal, extension, amendment, waiver or accrual of any of the ObligationsFirst Lien Obligations (including as a result of the Incurrence of Incremental Term Loans and/or the provision of any Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitments), and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the First Lien Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurredIncurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors other Guarantor with respect to the First Lien Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Additional First Lien Agreement, any Secured Hedging Agreement or any Secured Cash Management Agreement, any of the First Lien Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Party, (c) any default, failure or delay, willful or otherwise, in the performance of the First Lien Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the First Lien Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the First Lien Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement, any Additional First Lien Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any First Lien Obligations.
Appears in 1 contract
Samples: Junior Priority Intercreditor Agreement (MultiPlan Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, primary, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentLoan Document (other than this Agreement), any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower any Person for the its Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligations with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sba Communications Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; each of the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between any of the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to any of the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower or any other Person against the Collateral Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Borrower for the Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrower or Borrowers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sears Holdings CORP)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the a Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the upon a Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Transaction Documents or any other Credit Security Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the a Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the a Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the a Borrower for the its Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or a Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or a Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or a Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. Each Guarantor further waives any right such Guarantor may have, by statute or otherwise, to require any of the other Secured Parties to institute suit against a Borrower or any other Guarantor after notice or demand from such Guarantor or to seek recourse first against a Borrower or any other Guarantor, or to realize upon any Collateral, as a condition to enforcing such Guarantor's liability and obligations hereunder.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2. All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this GuaranteeSection 2, and all dealings between the any Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other any Secured PartiesParty, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise, (b) any modification or amendment of or supplement to any Secured Agreement, (c) any change in the validitycorporate existence, regularity structure or ownership of any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement, (d) the existence of any defense, claim, set-off or other right that such Guarantor may have at any time against any Borrower, any other Guarantor, any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, (e) the validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (cf) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the such Borrower or other Guarantor for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Credit Agreement (Tempur Sealy International, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations of Tensar or of Luxco and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Section 2; the Obligations of Tensar and of Luxco shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Tensar, Luxco and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon Tensar, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Luxco or any of the Guarantors with respect to the ObligationsObligations of Tensar or of Luxco. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (but not of collection) without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit DocumentLease/Purchase Facilities Documents, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Tensar or any other person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Tensar, Luxco or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Tensar of its Obligations or of Luxco of its Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Tensar, Luxco, any other Guarantor or any other Person person or against any collateral security or guarantee for the Obligations of Tensar or of Luxco or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Tensar, Luxco, any other Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Tensar, Luxco, any other Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor ------------------------------------ waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between each of the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect nonpayment to or upon each of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by either of the Borrower Borrowers or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the such Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either of the Borrower or Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either of the Borrower or Borrowers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either of the Borrower or Borrowers, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Act Manufacturing Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the any Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the a Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof, "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Day International Group Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Borrowers or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, Borrower Obligations or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.contained in this
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Vanguard Car Rental Group Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Guarantors for the Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreements (Thompson Creek Metals CO Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor To the extent permitted by applicable law, each Subsidiary waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Secured Obligations, and any of them, conclusively shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Parent and any of the GuarantorsSubsidiaries, on the one hand, and the Collateral Agent and the other Secured PartiesParty, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor Subsidiary waives diligence, promptness, presentment, protest and notice of protestprotect, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower upon Parent or any of the Guarantors Subsidiaries with respect to the Secured Obligations. Each Guarantor Subsidiary understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit DocumentPromissory Note and agreement relating thereto, any of the Secured Obligations or any other collateral security therefor therefore or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Parent or any other Person against the Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Parent or such GuarantorSubsidiary) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Parent for the Secured Obligations, or of such Guarantor Subsidiary under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorSubsidiary, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Parent, any Guarantor other Subsidiary or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Parent, any other Subsidiary or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower Parent, any other Subsidiary or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor any Subsidiary of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent Secured Party against any Subsidiary. For purposes hereof, the term "Demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Security Agreement (Universal Access Global Holdings Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Bank upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured PartiesBanks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party Bank may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party Bank to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Bank against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Bally Total Fitness Holding Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Borrowers or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrowers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrowers, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Triumph Group Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, subject to any notice requirements contained in the Orders, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Guarantee and the Orders; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuarantee and the Orders. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any DIP Note or any other Credit DIP Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such any Guarantor. This Section 10 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Verasun Energy Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Notes Obligations and notice of or proof of reliance by the Trustee, the Collateral Agent or any other Secured Party Holder upon the guarantee contained in this Guarantee Article 10 or acceptance of the guarantee contained in this Guarantee. All Obligations Article 10; the Notes Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article 10; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Trustee, the Collateral Agent and the other Secured PartiesHolders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 10. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Notes Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit DocumentSecurity Documents, any of the Notes Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Trustee, the Collateral Agent or any other Secured PartyHolder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Company or any other Person against the Trustee, the Collateral Agent or any other Secured Party Holder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company, such Guarantor or such any other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company or any other obligor for the Notes Obligations, or of such Guarantor under the guarantee contained in this GuaranteeArticle 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Trustee, the Collateral Agent and any other Secured Party or the Holders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Borrower or Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Notes Obligations or any right of offset with respect thereto, and any failure by the Trustee, the Collateral Agent or the Holders to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Trustee, the Collateral Agent or the Holders against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Indenture (Micron Technology Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall, without limitation, include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Co-Issuer Obligations and notice of or proof of reliance by the Collateral Agent Trustee or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Co-Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2 and the grant of the security interests pursuant to Section 3; and all dealings between the Borrower Co-Issuers and any of the Guarantors, on the one hand, and the Collateral Agent Trustee and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have occurred or been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2 and the grant of the security interests pursuant to Section 3. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Co-Issuers or any of the Guarantors with respect to the Co-Issuer Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 and the grant of the security interests pursuant to Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Indenture or any other Credit Transaction Document, any of the Co-Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent Trustee or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of full payment or performance) that which may at any time be available to or be asserted by the Borrower any Co-Issuer or any other Person against the Collateral Agent Trustee or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Co-Issuers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Co-Issuers for the Co-Issuer Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2 and the grant of the security interests pursuant to Section 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Co-Issuer, any other Guarantor or any other Person or against any collateral security or guarantee for the Co-Issuer Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent Trustee or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Co-Issuer, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Co-Issuer, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the Trustee or any other Secured Parties Party against such any Guarantor. Neither the Trustee nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Co-Issuer Obligations or for the guarantee contained in this Section 2 or any property subject thereto. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dine Brands Global, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower HCLP and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower upon HCLP or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees that that, to the fullest extent permitted under applicable law, the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Transaction Documents or any other Loan Document (as defined in the Senior Credit Agreement, ) or any other Credit DocumentDocument (as defined in Annex A to each of the Participation Agreements), any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower HCLP or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower HCLP or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower HCLP for the Secured Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or HCLP, any other Guarantor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or HCLP, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or HCLP, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /)
Guarantee Absolute and Unconditional. (a) Each The Parent Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the GuarantorsParent Guarantor, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each The Parent Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors Parent Guarantor with respect to the Borrower Obligations. Each The Parent Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Bridge Loan Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Parent Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such the Parent Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Parent Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Borrower, or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Borrower, or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower Borrower, or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Parent Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against the Parent Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Parent Guarantee and Collateral Agreement (Creditrust Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Lender Party upon the guarantee contained in this Guarantee SECTION 2 or acceptance of the guarantee contained in this Guarantee. All Obligations SECTION 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, SECTION 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSECTION 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee SECTION 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Lender Party, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender Party, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSECTION 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Lender Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this SECTION 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantor.continuance of any legal proceedings. 2.6
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by Lender upon the Collateral Agent or any other Secured Party upon guarantee contained in this Guarantee Section 3 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 3; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 3; and all dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured PartiesLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 3. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performanceand notice of default, notice of default or nonpayment, notice of acceptance dishonor and any all other notice in respect of the Obligations or any part of them, and any defense arising by reason notices of any disability kind to or other defense of the upon Borrower or any of the Guarantors Guarantor with respect to the ObligationsBorrower Obligations and any exemption rights that either Loan Party may have. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the this Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, Lender; (b) any defense, set-set off or counterclaim (other than a defense of payment or performanceperformance in full hereunder) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Person against Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, Borrower Obligations or of such Guarantor under the guarantee contained in this GuaranteeSection 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or Lender to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunderGuarantor Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Lender against Guarantor. For the Collateral Agent purposes hereof, “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Credit Agreement (DISH Network CORP)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between any of the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower or any other person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the such Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the any Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Collins & Aikman Corp)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral any Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral any Agent or any other Secured PartyLender, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral any Agent or any other Secured Party Lender, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral any Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral any Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on 509265-1574-11574-Active.18689445.1 the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Subsidiary Guarantors with respect to the Borrower Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, Lender; (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Subsidiary Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
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Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the theany Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the upon theany Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the theany Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the thesuch Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the theany Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or theany Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or theany Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or theany Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
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Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.)
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Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the GuarantorsLoan Party or any Guarantor, on the one hand, and any of the Collateral Agent and the other Secured Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations Loan Party or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, and without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Loan Document, any Interest Rate Protection Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower any Loan Party against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Secured Party, any Loan Party or such Guarantor) that which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower any Loan Party for the Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Loan Party or any other Person person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Loan Party or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Loan Party or any such other Person person or of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other any Secured Parties Party against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective permitted successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Letters of Credit shall be outstanding, the Commitments shall have been terminated and all Interest Rate Protection Agreements shall have been terminated, notwithstanding that from time to time while the Commitments are in effect during the term of the Credit Agreement any Loan Party may be free from any Obligations.
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Guarantee Absolute and Unconditional. (a) Each To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations or Guarantor Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2. All The Borrower Obligations and the Guarantor Obligations, and each of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, and all Section 2. All dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Subsidiary Guarantors with respect to the Borrower Obligations or the Guarantor Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or any other Loan Document, any Specified Hedge Agreement, any other Credit DocumentSpecified Cash Management Agreement, any of the Borrower Obligations or any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperfor- xxxxx) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, Borrower Obligations or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Riverbed Technology, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2. All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this GuaranteeSection 2, and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Collateral Agent and the other any Secured PartiesParty, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon any Borrower, notice of acceptance and any other notice in respect of the Foreign Loan Party with Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower, any other Loan Party or any other Person under any Secured Agreement, by operation of law or otherwise, (b) any modification or amendment of or supplement to any Secured Agreement, (c) any change in the validitycorporate existence, regularity structure or ownership of any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement, (d) the existence of any claim, set-off or other right that such Guarantor may have at any time against any Borrower, any other Guarantor, any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, (e) the validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (bf) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (cg) any other circumstance whatsoever (with or without notice to or knowledge of the Parent Borrower or any other Loan Party with Obligations or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the such Borrower or other Guarantor for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Foreign Loan Party with Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Foreign Loan Party with Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such Borrower, any other Foreign Loan Party with Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Credit Agreement (Tempur Sealy International, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee Agreement or acceptance of the guarantee contained in this GuaranteeArticle VI . All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Article VI and all dealings between the any Borrower and or any of the Guarantorsother Loan Party, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle VI . To Each Guarantor, to the fullest extent pennitted by Applicable Law, waives diligence, presentment, protest, demand for payment and notice of <lefaull or 11011 pay 111 e 11 l lo or upon Borrower or any other Loan Party with respect lo the Obligations . Each Guarantor waives, to the fullest extent permitted by applicable law, each any right such Guarantor waives diligencemay now have or hereafter acquire to revoke, promptnessrescind, presentment, protest and notice of protest, demand for payment terminate or performance, notice of default or nonpayment, notice of acceptance and any other notice limit (except as expressly provided herein) the guarantee set forth in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower this Article VI or any of the Guarantors with respect to the Obligationsits obligations hereunder . Each Guarantor understands and agrees agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Guarantee Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity enforceability or enforceability avoidability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-set - off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the with respect to any Obligations, or of such Guarantor under this Guaranteeguarantee, in bankruptcy or in any other instanceinstance . When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor . For the Collateral Agent purposes hereof, "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings . Section 6 . 06 .
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Standard Aero Holdings Inc.)
Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral any Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent Agents or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Borrowers or any other Secured Party Person against the Agents or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and Agents or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent Agents or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrowers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrowers, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent Agents or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Credit Facility Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Credit Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Credit Facility Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Credit Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Credit Facility Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentLoan Document or any Specified Hedge Agreement, any of the Credit Facility Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Credit Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Secured Party Credit Party, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Credit Facility Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance, other than termination of this guarantee pursuant to the terms of this Section 2. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Credit Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Credit Facility Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Credit Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Credit Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Credit Obligations and notice of or proof of reliance by the Collateral Agent or any other Credit Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Credit Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Credit Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Credit Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Credit Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Credit Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Person against any Credit Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Credit Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Credit Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Credit Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Credit Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Credit Secured Party against any Guarantor. For the Collateral Agent purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Collateral and Collateral Trust Agreement (Kerr McGee Corp /De)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2. All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this GuaranteeSection 2, and all dealings between the any Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other any Secured PartiesParty, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise, any modification or amendment of or supplement to any Secured Agreement, any change in the validitycorporate existence, regularity structure or ownership of any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of any Borrower, any other Guarantor or any other Person under any Secured Agreement, the existence of any defense, claim, set off or other right that such Guarantor may have at any time against any Borrower, any other Guarantor, any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, the validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the such Borrower or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the such Borrower or other Guarantor for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Tempur Sealy International, Inc.)
Guarantee Absolute and Unconditional. (a) Each The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Co-Issuer Obligations and notice of or proof of reliance by the Collateral Agent Trustee or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Co-Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2 and the grant of the security interests pursuant to Section 3; and all dealings between the Borrower Co-Issuers and any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent Trustee and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2 and the grant of the security interests pursuant to Section 3. To the fullest extent permitted by applicable law, each The Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or upon any of the Guarantors Co-Issuers or any other Securitization Entities with respect to the Co-Issuer Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 and the grant of the security interests pursuant to Section 3 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Indenture or any other Credit Related Document, any of the Co-Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent Trustee or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of full payment or performance) that which may at any time be available to or be asserted by the Borrower any Co-Issuer or any other Person against the Collateral Agent Trustee or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Co-Issuers or such the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Co-Issuers for the Co-Issuer Obligations, or of such the Guarantor under the guarantee contained in this GuaranteeSection 2 and the grant of the security interests pursuant to Section 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Collateral Agent and Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Co-Issuer, any other Securitization Entity or any other Person or against any collateral security or guarantee for the Co-Issuer Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent Trustee or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower any Co-Issuer, any other Securitization Entity or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower any Co-Issuer, any other Securitization Entity or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the Trustee or any other Secured Parties Party against such the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Iconix Brand Group, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any Secured Party, (c) any law or regulation of any jurisdiction, or any other event, affecting any term of any Borrower Obligation or the Administrative Agent's or any Secured Party Party's rights with respect thereto or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Pledge Agreement (Brookdale Senior Living Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived increased or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Interactive Brokers Group, Inc.)
Guarantee Absolute and Unconditional. (a) Each To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2, to the fullest extent permitted by applicable law, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instanceinstance (other than a release by the Collateral Agent of such Guarantor from this Guaranty). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Company Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Company Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, with respect to the Note Documents and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Company Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Note Purchase Agreement or any other Credit Note Document, any of the Company Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyHolder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Company or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower Company or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for Company from the Company Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower HCC and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower upon HCC or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees that that, to the fullest extent permitted under applicable law, the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Transaction Documents or any other Loan Document (as defined in the Senior Credit Agreement, ) or any other Credit DocumentDocument (as defined in Annex A to each of the Participation Agreements), any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower HCC or any other Person against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower HCC or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower HCC for the Secured Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or HCC, any other Guarantor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or HCC, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or HCC, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon any Borrower, notice of acceptance and any other notice in respect of the Loan Party with Primary Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower any Borrower, any other Loan Party or any other Person against the Collateral Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Borrower, any other Loan Party with Primary Obligations or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Thermon Group Holdings, Inc.)
