Common use of Guaranty Absolute; Continuing Guaranty; Assignments Clause in Contracts

Guaranty Absolute; Continuing Guaranty; Assignments. (a) Each Guarantor guarantees that the Revolving Obligations will be paid strictly in accordance with the terms of the Loan Documents (but in any event subject to the terms and provisions of Section 2 hereof), regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. Each Guarantor agrees that this Guaranty is a present and continuing guaranty of payment and not of collectibility, and that this Guaranty is and is intended to be independent of and in addition to any other guaranty, endorsement, Collateral or other agreement held by the Administrative Agent or the Lenders therefore or with respect thereto, whether or not furnished by such Guarantor. A separate action or actions may be brought and prosecuted against each Guarantor to enforce the obligations of such Guarantor hereunder (and, without limiting the generality of the foregoing, Administrative Agent may make draws under the Letters of Credit pursuant to Section 2 hereof), in each case irrespective of whether (i) any action for collection, enforcement or other remedies is brought against any Borrower or any other Loan Party, (ii) any Borrower or any other Loan Party is joined in any such action or actions, or (iii) Administrative Agent or any Lender has resorted to any Collateral for satisfaction of the Revolving Obligations. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) Each Guarantor guarantees The Guarantor, guaranties that the Revolving Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents (but in any event subject to the terms and provisions of Section 2 hereof)Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders Secured Party with respect thereto. Each The obligations of the Guarantor agrees that under this Guaranty is a present and continuing guaranty are independent of payment and not of collectibilitythe Guaranteed Obligations, and that this Guaranty is and is intended to be independent of and in addition to any other guaranty, endorsement, Collateral or other agreement held by the Administrative Agent or the Lenders therefore or with respect thereto, whether or not furnished by such Guarantor. A a separate action or actions may be brought and prosecuted against each the Guarantor to enforce the obligations of such Guarantor hereunder (andobligations, without limiting the generality of the foregoing, Administrative Agent may make draws under the Letters of Credit pursuant to Section 2 hereof), in each case irrespective of whether (i) any action for collection, enforcement or other remedies is brought against any Borrower Transaction Party or whether any other Loan Party, (ii) any Borrower or any other Loan Transaction Party is joined in any such action or actions, or (iii) Administrative Agent or any Lender has resorted to any Collateral for satisfaction of the Revolving Obligations. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:: any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise; any taking, exchange, release or non-perfection of any Pledged Property (as defined in the Security Documents), or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party; or any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Secured Party that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations) and (ii) be binding upon the Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Secured Party and its successors, and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Secured Party may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise, in each case as provided in the Securities Purchase Agreement or such Transaction Document.

Guaranty Absolute; Continuing Guaranty; Assignments. (a) Each Guarantor guarantees The Guarantors, jointly and severally, guaranty that the Revolving Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents (but in any event subject to the terms and provisions of Section 2 hereof)Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Collateral Agent or the Lenders with respect thereto. Each The obligations of each Guarantor agrees that under this Guaranty is a present and continuing guaranty are independent of payment and not of collectibilitythe Guaranteed Obligations, and that this Guaranty is and is intended to be independent of and in addition to any other guaranty, endorsement, Collateral or other agreement held by the Administrative Agent or the Lenders therefore or with respect thereto, whether or not furnished by such Guarantor. A a separate action or actions may be brought and prosecuted against each any Guarantor to enforce the obligations of such Guarantor hereunder (andobligations, without limiting the generality of the foregoing, Administrative Agent may make draws under the Letters of Credit pursuant to Section 2 hereof), in each case irrespective of whether (i) any action for collection, enforcement or other remedies is brought against any Borrower Transaction Party or whether any other Loan Party, (ii) any Borrower or any other Loan Transaction Party is joined in any such action or actions, or (iii) Administrative Agent or any Lender has resorted to any Collateral for satisfaction . This Guaranty is a guaranty of the Revolving Obligationspayment and performance and not collection only. The liability of each any Guarantor under this Guaranty shall be irrevocable, absolute absolute, independent and unconditional irrespective ofand shall not be affected by any circumstance whatsoever (other than the indefeasible payment in full and the complete performance of all of the Obligations) which may constitute a defense or a legal or equitable discharge (whether in whole or in part) of a guarantor or surety, whether foreseen or unforeseen and whether similar or dissimilar to any circumstance described in this Guaranty. Without limiting the foregoing, each Guarantor hereby irrevocably waives waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) Each Guarantor guarantees The Guarantors, jointly and severally, guaranty that the Revolving Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents (but in any event subject to the terms and provisions of Section 2 hereof)Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders Purchasers with respect thereto. Each The obligations of each Guarantor agrees that under this Guaranty is a present and continuing guaranty are independent of payment and not of collectibilitythe Guaranteed Obligations, and that this Guaranty is and is intended to be independent of and in addition to any other guaranty, endorsement, Collateral or other agreement held by the Administrative Agent or the Lenders therefore or with respect thereto, whether or not furnished by such Guarantor. A a separate action or actions may be brought and prosecuted against each any Guarantor to enforce the obligations of such Guarantor hereunder (andobligations, without limiting the generality of the foregoing, Administrative Agent may make draws under the Letters of Credit pursuant to Section 2 hereof), in each case irrespective of whether (i) any action for collection, enforcement or other remedies is brought against any Borrower Transaction Party or whether any other Loan Party, (ii) any Borrower or any other Loan Transaction Party is joined in any such action or actions, or (iii) Administrative Agent or any Lender has resorted to any Collateral for satisfaction of the Revolving Obligations. The liability of each any Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:: any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise; any taking, exchange, release or non-perfection of any collateral with respect to the Guaranteed Obligations, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; or any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Purchaser or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the complete conversion of all of the Company's obligations under the Debentures to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Debentures (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations) and (ii) be binding upon each Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Purchasers and their respective successors, and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, any Purchaser may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Purchaser herein or otherwise, in each case as provided in the Securities Purchase Agreement or such Transaction Document. Notwithstanding the foregoing and for the avoidance of doubt, this Guaranty will expire and each Guarantor will be released from its obligation hereunder upon the complete conversion of all of the Company's obligations under the Debentures to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Debentures (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations).

Guaranty Absolute; Continuing Guaranty; Assignments. (a) Each The Guarantor hereby guarantees that the Revolving Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents (but in any event subject to the terms and provisions of Section 2 hereof)Debentures, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders Buyer with respect thereto. Each The Guarantor agrees that this Guaranty is its guarantee constitutes a present and continuing guaranty of payment of the Obligations and not of collectibilitycollection and waives any right to require that any resort be made by the Buyer to any collateral. The Obligation of the Guarantor under this Amended and Restated Guaranty are independent of the Obligation under the Debentures, and that this Guaranty is and is intended to be independent of and in addition to any other guaranty, endorsement, Collateral or other agreement held by the Administrative Agent or the Lenders therefore or with respect thereto, whether or not furnished by such Guarantor. A a separate action or actions may be brought and prosecuted against each the Guarantor to enforce the obligations of such Guarantor hereunder (andthis Amended and Restated Guaranty, without limiting the generality of the foregoing, Administrative Agent may make draws under the Letters of Credit pursuant to Section 2 hereof), in each case irrespective of whether (i) any action for collection, enforcement or other remedies is brought against any Borrower Parent or any other Loan Party, (ii) any Borrower the Guarantor or any other Loan Party whether Parent or the Guarantor is joined in any such action or actions, or (iii) Administrative Agent or any Lender has resorted to any Collateral for satisfaction of the Revolving Obligations. The liability of each the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:: (i) any lack of validity or enforceability of the Debentures or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligation, or any other amendment or waiver of or any consent to departure from the Debentures, provided, however, the Guarantor shall not be liable under this Guarantee as a result of any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or the Guarantor or otherwise; (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any Person, including, without limitation, the Buyer; (v) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of the Buyer; or (vi) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Buyer that might otherwise constitute a defense available to, or a discharge of, Parent or the Guarantor or surety. (b) This Amended and Restated Guaranty shall continue to be effective or be reinstated, as the ease may be, if at any time any payment of any of the Guaranteed Obligation is rescinded or must otherwise be returned by the Buyer or any other Person upon the insolvency, bankruptcy or reorganization of Parent or otherwise, all as though such payment had not been made. (c) This Amended and Restated Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the payment in full, whether in cash or securities, as the case may be, of the Guaranteed Obligation and all other amounts payable under this Amended and Restated Guaranty, shall (ii) be binding upon the Guarantor, its successors and assigns and (iii) inure to the benefit of and be enforceable by the Buyer and its successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (iii), the Buyer may pledge, assign or otherwise transfer all or any portion of its rights under the Debentures to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Buyer herein or otherwise, in each ease as provided in the Debentures. Section 4.