Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees that Bank may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank in its sole and absolute discretion may determine; (g) release any Person from any pe...
Suretyship Waivers and Consents. (a) Each US Credit Party acknowledges that the obligations of such US Credit Party undertaken herein might be construed to consist, at least in part, of the guarantee of obligations of persons other than such US Credit Party (including the other US Credit parties) and, in full recognition of that fact and in full recognition of the joint and several and direct and primary liability of each US Credit Party hereunder for the Obligations, each US Credit Party consents and agrees that (A) in the case of the US Revolving Obligations, the Revolving Administrative Agent and Revolving Lenders, (B) in the case of the Canadian Obligations, the Canadian Agent and the Canadian Lender and (C) in the case of LC Facility Obligations, the LC Facility Administrative Agent and LC Facility Lenders, may, at any time and from time to time, without notice or demand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any US Credit Party, and without affecting the enforceability or continuing effectiveness hereof as to each US Credit Party: (i) increase, extend, or otherwise change the time for payment or the terms of the Obligations or any part thereof; (ii) supplement, restate, modify, amend, increase, decrease, or waive, or enter into or give any agreement, approval or consent with respect to any of the Obligations or any part thereof, or any of the Financing Agreements or any additional security or guarantees, or any condition, covenant, default, remedy, right, representation, or term thereof or thereunder; (iii) accept new or additional instruments, documents, or agreements in exchange for or relative to any of the Financing Agreements or the Obligations or any part thereof; (iv) accept partial payments on any of the Obligations; (v) receive and hold additional security or guarantees for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as such Administrative Agent in its sole and absolute discretion may determine; (vii) release any person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to such Administrative Agent or by operation of applicable laws or otherwise l...
Suretyship Waivers and Consents. 1.1 The Borrowers each are, and at all times shall be, jointly and severally liable for each and every one of the Obligations under the Financing Agreement and under the Loan Documents, regardless of which Borrower or Borrowers requested, received, used, or directly enjoyed the benefit of, the extensions of credit hereunder. Unless otherwise expressly set forth to the contrary in any of the Loan Documents, all of the Collateral shall secure all of the Obligations. Each Borrower's Obligations under the Financing Agreement are independent Obligations and are absolute and unconditional. Each Borrower, to the extent permitted by law, hereby waives any defense to such Obligations that may arise by reason of the disability or other defense or cessation of liability of any other Borrower for any reason other than payment in full. Each Borrower also waives any defense to such Obligations that it may have as a result of Lender's election of or failure to exercise any right, power, or remedy, including the failure to proceed first against another Borrower or any security it holds from such other Borrower. Without limiting the generality of the foregoing, each Borrower expressly waives all demands and notices whatsoever (except for any demands or notices, if any, that such Borrower expressly is entitled to receive pursuant to the terms of any Loan Document), and agrees that the Lender Group may, without notice (except for such notice, if any, as such Borrower expressly is entitled to receive pursuant to the terms of any Loan Document) and without releasing the liability of such Borrower, extend for the benefit of any other Borrower the time for making any payment, waive or extend the performance of any agreement or make any settlement of any agreement for the benefit of any other Borrower, and may proceed against each Borrower, directly and independently of any other Borrower, as the Lender Group may elect in accordance with the Financing Agreement.
Suretyship Waivers and Consents. The obligations of each Grantor are independent of the obligations of each other Grantor. Each Grantor expressly waives any right to require Purchaser to proceed against any other Grantor, to proceed against or exhaust any Collateral or any other security for the Obligations to Purchaser or to pursue any remedy Purchaser may have at any time. Each Grantor agrees that Purchaser may proceed against any one or more Grantor and/or the Collateral in such order and manner as Purchaser shall determine in its sole and absolute discretion. A separate action or actions may be brought and prosecuted against any one or more Grantor whether an action is brought or prosecuted against any other Grantor or with respect to any Collateral or whether any other person shall be joined in any such action or actions. Each Grantor expressly waives the benefit of any statute of limitations affecting its liability under this Agreement or the enforcement of the Obligations to Purchaser or any rights of Purchaser created or granted under this Agreement or the Purchase Agreement. Purchaser's rights hereunder shall be reinstated and revived, and the obligations and liability of each Grantor hereunder shall continue, with respect to any amount at any time paid on account of the Obligations to Purchaser which thereafter shall be required to be restored or returned by Purchaser upon the bankruptcy, insolvency or reorganization of any Grantor, or otherwise, all as though such amount had not been paid.
Suretyship Waivers and Consents. (a) Unless the context clearly indicates to the contrary, each covenant, agreement, obligation, representation and warranty of the Borrowers contained herein constitutes the joint and several undertaking of each Borrower.
Suretyship Waivers and Consents. The following provisions shall apply to the extent that all or any portion of the Obligations now or hereafter constitute the obligations of any persons other than, or in addition to, each Company (collectively, the “Obligors”) (for purpose of this section, each Company, with respect to each other Company, shall be considered an Obligor):
Suretyship Waivers and Consents. 70 EXHIBITS AND SCHEDULES Exhibit 2.1(e) -- Form of Revolving Credit Note Schedule P-1 -- Permitted Liens Schedule P-2 -- Permitted Parent Pension Obligations Schedule 5.4 -- Location of Inventory and Equipment Schedule 5.9 -- Litigation Schedule 5.12 -- ERISA Schedule 5.13 -- Environmental Disclosures Schedule 5.14 -- Patents, Copyrights and Trademarks Schedule 5.20 -- Guarantees, Contracts, etc. Schedule 5.23 -- Names of Borrowers Schedule 5.24 -- Joint Ventures and Other Associations Schedule 5.26 -- Capital Stock of Borrower Exhibit 6.4 -- Form of Chief Financial Officer's Compliance Certificate Schedule 7.1(b) -- Indebtedness This LOAN AND SECURITY AGREEMENT is entered into as of December 7, 1998 by and among MELLON BANK, N.A. ("Lender"), with a place of business located at Mellon Bank Center, 1735 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, XXA MERCHANDISING CO., INC., a California corporation, with its chief executive office located at 19900 XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 ("XIA"), and PACIFIC INDOOR DISPLAY CO. dba RETAIL RESOURCES, a California corporation, with its chief executive office located at 10 Pxxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("Xetail Resources," and collectively with PIA, "Borrowers"), and PIA MERCHANDISING SERVICES, INC., a Delaware corporation, with its chief executive office located at 19900 XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 ("Xarent").
Suretyship Waivers and Consents. The obligations of each Borrower are independent of the obligations of each Borrower. Each Borrower expressly waives any right to require Lender to proceed against any other Borrower, to proceed against or exhaust any Collateral or
Suretyship Waivers and Consents. (i) The obligations of each Grantor are independent of the obligations of each other Grantor. Upon and during the continuance of any Event of Default, Purchaser may proceed directly and at once, without notice, against any Grantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Grantor or any other person, or against any security or collateral for the Obligations. Each Grantor consents and agrees that Purchaser shall be under no obligation to marshal any assets in favor of such Grantor or against or in payment of any or all of the Obligations. Each Grantor expressly waives the benefit of any statute of limitations affecting its liability under this Agreement or the enforcement of the Obligations to Purchaser or any rights of Purchaser created or granted under this Agreement or the Purchase Agreement. Purchaser’s rights hereunder shall be reinstated and revived, and the obligations and liability of each Grantor hereunder shall continue, with respect to any amount at any time paid on account of the Obligations to Purchaser which thereafter shall be required to be restored or returned by Purchaser upon the bankruptcy, insolvency or reorganization of any Grantor, or otherwise, all as though such amount had not been paid.
Suretyship Waivers and Consents. Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of all obligations under the Loan Documents ("Obligations") and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that
