Common use of Obligations of Guarantor Unconditional Clause in Contracts

Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by sale, lease or transfer by the Company to any person of any or all of its properties, or by any action of the Secured Party granting indulgence or extension to, or waiving or acquiescing in any default, the Company or any successor to the Company or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company or any successor to the Company, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.

Obligations of Guarantor Unconditional. The obligations of each of the Guarantor Guarantors under this Guaranty Agreement shall be unconditionalabsolute, unconditional and primary irrespective of the validity, regularity or enforceability of any the Guaranteed Obligation, and shall not be affected by (a) any action taken under any Guaranteed Obligation the Credit Agreement in the exercise of any right or remedy therein conferredconferred (including, or by without limitation, in respect of the Guaranteed Obligation), (b) any failure or omission on the part of the Secured Party Lender to enforce any right given thereunder under any Loan Document or hereunder or any remedy conferred thereby or hereby, or by (c) any waiver of any term, covenant, agreement or condition of any the Credit Agreement (including without limitation, in respect of the Guaranteed Obligation Obligation) or this Guaranty Agreement, or by (d) any release of any security or any other guaranty at any time existing for the benefit of the Guaranteed Obligation (including, without limitation, the release of any Guaranteed Obligationother Guarantor hereunder) or any other obligation under the Credit Agreement, (e) the commencement of a bankruptcy (whether voluntary or by involuntary), insolvency or related proceeding or the appointment of a receiver or similar official with respect to any Guarantor, (f) the merger or consolidation of the Companyany Borrower, or by (g) sale, lease or transfer by the Company any Borrower to any person of any or all of its properties, or by (h) any action of the Secured Party Lender granting indulgence or extension to, or waiving or acquiescing in any defaultdefault by, the Company any Borrowers or any successor to the Company any Borrower or any person or party which shall have assumed its obligationsany obligation of the Borrowers, or by (i) reason of any disability or other defense of the Company any Borrower or any successor to the Companyany Borrower, or by (j) any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the GuarantorGuarantors) which may or might in any manner or to any extent vary the risk of the any Guarantor hereunder, it being the purpose and intent of the each Guarantor that the obligations of the each Guarantor hereunder shall be absolute absolute, unconditional and unconditional primary under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance. Notwithstanding any provision of this Agreement to the contrary, the Lender shall not settle or compromise any Bluecurrent Receivables without the prior written consent of the Guarantors; provided that no such consent shall be required during the continuance of an Event of Default of the type described in subsection 9.1(g) or (h) of the Credit Agreement.

Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party Lender to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed ObligationObligation or this Agreement, or by the merger merger, consolidation or consolidation dissolution of the CompanyLender, or by any sale, lease or transfer by the Company Borrower to any person of any or all of its properties, or by any action of the Secured Party granting Lender wanting indulgence or extension to, or waiving or acquiescing in any defaultdefault by, the Company Borrower, or any successor to the Company Borrower or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company Borrower or any successor to the CompanyBorrower, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.

Obligations of Guarantor Unconditional. The obligations (a) Each Guarantor hereby guarantees that the Obligations will be paid in accordance with the terms of the Credit Agreement and all of the other Facility Documents entered into with respect thereto, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. Except as otherwise required by applicable Law or provided in the Facility Documents, the Obligations of each Guarantor under this Guaranty Agreement hereunder shall be unconditionalabsolute, irrevocable and unconditional irrespective of of: (i) the validity, regularity or enforceability of any Guaranteed Obligationof the Facility Documents; (ii) any alteration, amendment, modification, release, termination or cancellation of any of the Facility Documents, or any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations of any Obligor; (iii) any waiver of, or consent to any departure from, any of the provisions of any Facility Document; (iv) any exchange, addition, subordination or release of, or non-perfection of any security interest in, any Collateral; (v) any release of any party primarily or secondarily liable for the Obligations, (vi) any alteration, amendment, modification, release, termination or cancellation of, or waiver of, or consent to any departure from, any other indemnity or Guaranty given in connection with the Facility Documents; (vii) any negligence (but not the gross negligence or willful misconduct) by the Lender in the administration or enforcement of the Obligations or any delay in enforcing the Obligations or in realizing on any Collateral or any extension of the term of the Note; (viii) the insolvency, bankruptcy or reorganization of any Obligor; (ix) any failure by the Lender to advise the Guarantors of adverse changes in the financial condition of any other Obligor; or (x) any other circumstance which might otherwise constitute a defense (legal, equitable or otherwise) available to, or a discharge of, any Obligor with respect to any or all of the Obligations. Each Guarantor agrees that any exculpatory language (other in favor of the Lender) contained in any of the Facility Documents shall in no event apply to this Guaranty, and shall not be affected by any action taken under any Guaranteed Obligation in prevent the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party Lender from proceeding against such Guarantor to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by sale, lease or transfer by the Company to any person of any or all of its properties, or by any action of the Secured Party granting indulgence or extension to, or waiving or acquiescing in any default, the Company or any successor to the Company or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company or any successor to the Company, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performanceGuaranty.

Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party Bank to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty AgreementGuaranty, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by any sale, lease or transfer by the Company one or more Guarantor to any person of any or all of its his properties, or by any action of the Secured Party Bank granting indulgence or extension to, or waiving or acquiescing in any defaultdefault by the Borrowers or any Guarantor, the Company or any successor to the Company Borrowers or any Guarantor or other guarantor or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company Borrowers or any Guarantor or any successor to the CompanyBorrowers or any Guarantor, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.

Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party Bank to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty AgreementGuaranty, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by any sale, lease or transfer by the Company one or more Guarantor to any person of any or all of its it properties, or by any action of the Secured Party Bank granting indulgence or extension to, or waiving or acquiescing in any defaultdefault by the Borrower or any Guarantor, the Company or any successor to the Company Borrower or any Guarantor or other guarantor or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company Borrower or any Guarantor or any successor to the CompanyBorrower or any Guarantor, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.

Obligations of Guarantor Unconditional. (a) The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party Bank to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty AgreementGuaranty, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by any sale, lease or transfer by the Company Guarantor to any person of any or all of its the Guarantor's properties, or by any action of the Secured Party Bank granting indulgence or extension to, or waiving or acquiescing in any defaultdefault by the Company, the Company Guarantor or any other guarantor, or any successor to the Company Company, the Guarantor or any other guarantor or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company Company, the Guarantor or any other guarantor or any successor to the Company, the Guarantor or any other guarantor, or <PAGE> 2 by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.

Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party Teijin to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the CompanySouthwall, or by sale, lease or transfer by the Company Southwall to any person of any or all of its respective properties, or by any action of the Secured Party Teijin granting indulgence or extension to, or waiving or acquiescing in any defaultdefault by, the Company Southwall or any successor to the Company Southwall or any person or party which shall have assumed its respective obligations, or by reason of any disability or other defense of the Company Southwall or any successor to the CompanySouthwall, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performancepayment.

Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by sale, lease or transfer by the Company to any person of any or all of its properties, or by any action of the Secured Party granting indulgence or extension to, or waiving or acquiescing in any defaultdefault by, the Company or any successor to the Company or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company or any successor to the Company, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.