Common use of Primary Liability Clause in Contracts

Primary Liability. The liability of Guarantor with respect to the Obligations shall be a primary, direct, immediate, continuing and unconditional guaranty of payment and performance and not of collection, may not be revoked by Guarantor and shall continue to be effective with respect to all of the Obligations notwithstanding any attempted revocation by Guarantor and shall not be conditional or contingent upon the genuineness, validity, regularity or enforceability of the Lease or any other documents or instruments relating to the Obligations, including, without limitation, any Person’s lack of authority or lawful right to enter into such document on such Person’s behalf, or the pursuit by Landlord of any remedies Landlord may have. Without limitation of the foregoing, Landlord may proceed against Guarantor: (a) prior to or in lieu of proceeding against Tenant, its assets, any security deposit, or any other guarantor or any other Person; and (b) prior to or in lieu of pursuing any other rights or remedies available to Landlord. All rights and remedies afforded to Landlord by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. Following the occurrence of a Tenant Event of Default, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions are brought against Tenant. Landlord may maintain successive actions for other defaults. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations, the payment and performance of which are hereby guaranteed, have been paid and fully performed.

Primary Liability. The liability of Guarantor with respect to the Obligations shall be a primaryan absolute, direct, immediate, continuing and unconditional guaranty of payment and performance and not of collection, may not be revoked by Guarantor and shall continue to be effective with respect to all of the Obligations notwithstanding any attempted revocation by Guarantor and shall not be conditional or contingent upon the genuineness, validity, regularity or enforceability of the Lease or any other documents or instruments relating to the Obligations, including, without limitation, including any Person’s lack of authority or lawful right to enter into such document on such Person’s behalf, or the pursuit by Landlord of any remedies Landlord may have. Without limitation of the foregoing, Landlord may proceed against Guarantor: (a) prior to or in lieu of proceeding against Tenant, its assets, any security deposit, or any other guarantor or any other Personguarantor; and (b) prior to or in lieu of pursuing any other rights or remedies available to Landlord. All rights and remedies afforded to Landlord by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. Following In the occurrence event of a Tenant Event of Defaultany default under the Lease, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions are brought against Tenant. Landlord may maintain successive actions for other defaults. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations, Obligations the payment and performance of which are hereby guaranteed, guaranteed have been paid and fully performed.

Primary Liability. The 4.1 As a separate and independent obligation, the liability of the Guarantor with respect hereunder to the Obligations Lessor shall be a primary, direct, direct and immediate, continuing and unconditional guaranty the Guarantor is jointly and severally liable with the Lessee and any other person liable under a Collateral Security Document for the fulfilment of payment and performance and not of collection, may not be revoked by Guarantor and shall continue to be effective with respect to all the obligations of the Obligations notwithstanding any attempted revocation by Guarantor and shall not be conditional or contingent upon the genuineness, validity, regularity or enforceability of Lessee under the Lease or any other documents or instruments relating to and the Obligations, including, without limitation, any Person’s lack of authority or lawful right to enter into such document on such Person’s behalf, or the pursuit by Landlord of any remedies Landlord may have. Without limitation of the foregoing, Landlord Lessor may proceed against the Guarantor: : (a) prior to before or in lieu of proceeding against Tenant, its assets, any security deposit, the Lessee or any other guarantor person liable under a Collateral Security Document or the assets of any such person or any other Personsecurity deposit or letter of credit; and and/or (b) prior to before or in lieu of pursuing any other rights or remedies available to Landlordthe Lessor for any reason whatsoever and/or even if the obligations of the Lessee under the Lease or of any 222 other person are not enforceable. All rights and remedies afforded to Landlord the Lessor by reason of this Guaranty Guarantee or any other Collateral Security Document or by law are separate, independent and cumulative, and the exercise of any rights or remedies and the Lessor may exercise its rights and remedies as often as the Lessor thinks appropriate. 4.2 The Lessor shall not be obliged to make any demand on the Lessee or any other person before enforcing its rights against the Guarantor and in any way limit, restrict or prejudice the exercise event of any other rights or remedies. Following default under the occurrence of a Tenant Event of DefaultLease, a separate action or actions may be brought and prosecuted against the Guarantor whether or not Tenant the Lessee or any other person is joined therein or a separate action or actions are brought against Tenantthe Lessee or any other person. Landlord The Lessor may maintain successive actions for other defaults. Landlord’s The Lessor's rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations, obligations the payment and performance of which are hereby guaranteed, guaranteed have been unconditionally and irrevocably paid and fully performedperformed and the Lessee shall have no further actual or contingent liability to the Lessor under the Lease.

Primary Liability. The liability of Guarantor with respect to the Obligations ------------------ Transaction Documents shall be a primary, direct, direct and immediate, continuing and unconditional guaranty of payment and performance and not of collection, may not be revoked by Guarantor and shall continue to be effective with respect to all of the Obligations notwithstanding any attempted revocation by Guarantor and shall not be conditional or contingent upon the genuineness, validity, regularity or enforceability of the Lease or any other documents or instruments relating to the Obligations, including, without limitation, any Person’s lack of authority or lawful right to enter into such document on such Person’s behalf, or the pursuit by Landlord of any remedies Landlord may have. Without limitation of the foregoing, Landlord Lessor may proceed against Guarantor: (ai) prior to or in lieu of proceeding against TenantLessee, its assets, any security deposit, or any other guarantor or any other Personguarantor; and (bii) prior to or in lieu of pursuing any other rights or remedies available to LandlordLessor. All rights and remedies afforded to Landlord Lessor by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. Following In the occurrence event of a Tenant Event of Defaultany default under any Transaction Document, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant Lessee is joined therein or a separate action or actions are brought against TenantLessee. Landlord Lessor may maintain successive actions for other defaults. Landlord’s Lessor's rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations, obligations the payment and performance of which are hereby guaranteed, guaranteed have been paid and fully performed. 5. Obligations Not Affected. In such manner, upon such terms and at such -------------------------- times as Lessor in its sole discretion deems necessary or expedient, and without notice to Guarantor, Lessor may: (a) amend, alter, compromise, accelerate, extend or change the time or manner for the payment or the performance of any obligation hereby guaranteed; (b) extend, amend or terminate any of the Transaction Documents; or (c) release Lessee by consent to any assignment (or otherwise) as to all or any portion of the obligations hereby guaranteed. Any exercise or non-exercise by Lessor of any right hereby given Lessor, dealing by Lessor with Guarantor or any other guarantor, Lessee or any other person, or change, impairment, release or suspension of any right or remedy of Lessor against any person including Lessee and any other guarantor will not affect any of the obligations of Guarantor hereunder or give Guarantor any recourse or offset against Lessor.

Primary Liability. The liability of Guarantor with respect to the Obligations shall be a primaryan absolute, direct, immediate, continuing and unconditional guaranty of payment and performance and not of collection, may not be revoked by Guarantor and shall continue to be effective with respect to all of the Obligations notwithstanding any attempted revocation by Guarantor and shall not be conditional or contingent upon the genuineness, validity, regularity or enforceability of the Lease Purchase and Sale Agreements or any other documents or instruments relating to the Obligations, including, without limitation, including any Personperson’s lack of authority or lawful right to enter into such document on such Personperson’s behalf, or the pursuit by Landlord Caesars Parties of any remedies Landlord Caesars Parties may have. Without limitation of the foregoing, Landlord Caesars Parties (as applicable) may proceed against Guarantor: (a) prior to or in lieu of proceeding against TenantVICI Parties (as applicable), its assets, any security deposit, or any other guarantor or any other Personguarantor; and (b) prior to or in lieu of pursuing any other rights or remedies available to LandlordCaesars Parties (as applicable). All rights and remedies afforded to Landlord Caesars Parties by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. Following In the occurrence of a Tenant Event of Defaultevent Guarantor is liable hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant VICI Parties is joined therein or a separate action or actions are brought against TenantVICI Parties. Landlord may maintain successive actions for other defaults. Landlord’s Caesars Parties’ rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations, Obligations the payment and performance of which are hereby guaranteed, guaranteed have been paid and fully performed.