Absolute and Unconditional Obligations. Borrower acknowledges and agrees that its obligations and liabilities under this Agreement and under the other Loan Documents shall be absolute and unconditional irrespective of (1) any lack of validity or enforceability of any of the Obligations, any Loan Documents, or any agreement or instrument relating thereto; (2) 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, or any other amendment or waiver of or consent to any departure from any Loan Documents or any other documents or instruments executed in connection with or related to the Obligations; (3) any exchange or release of any collateral, if any, or of any other Person from all or any of the Obligations; or (4) any other circumstances which might otherwise constitute a defense available to, or a discharge of, Borrower or any other Person in respect of the Obligations. The obligations and liabilities of Borrower under this Agreement and other Loan Documents shall not be conditioned or contingent upon the pursuit by any Bank or any other Person at any time of any right or remedy against Borrower or any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto.
Absolute and Unconditional Obligations. Borrower acknowledges and agrees that its obligations and liabilities under this Agreement and under the other Loan Documents shall be absolute and unconditional irrespective of (1) any lack of validity or enforceability of any of the Guaranteed Obligations, any Specified Derivative Contract, any Specified Cash Management Agreement, any Loan Documents, or any agreement or instrument relating thereto; (2) 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 Obligations, or any other amendment or waiver of or consent to any departure from any Loan Documents or any other documents or instruments executed in connection with or related to the Guaranteed Obligations; (3) any exchange or release of any collateral, if any, or of any other Person from all or any of the Guaranteed Obligations; or (4) any other circumstances which might otherwise constitute a defense available to, or a discharge of, Borrower or any other Person in respect of the Guaranteed Obligations. The obligations and liabilities of Borrower under this Agreement and the other Loan Documents shall not be conditioned or contingent upon the pursuit by any Bank or any other Person at any time of any right or remedy against Borrower, any other Loan Party or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto.
Absolute and Unconditional Obligations. Notwithstanding anything contained herein to the contrary, (i) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.
Absolute and Unconditional Obligations. 65 Section 11.02 Non-Recourse to Borrower's Principals........................................66
Absolute and Unconditional Obligations. 43 Section 11.02 Non-Recourse to TRG Partners........................43
Absolute and Unconditional Obligations. The obligations of CT&T under this Agreement shall be absolute and unconditional and shall remain in full force and effect during the term of this Agreement as specified in Section 4.
Absolute and Unconditional Obligations. All rights of the Agent hereunder, the Security Interest and all obligations of the Assignor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to any departure from any Credit Transaction Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Assignor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). The Agent may resort to the Assignor hereunder for the payment of the Obligations whether or not the Agent shall have resorted to any other property of any person securing the Obligations or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Obligations.
Absolute and Unconditional Obligations. All rights of the Collateral Agent and all obligations of the Sponsor hereunder shall be absolute and unconditional irrespective of:
Absolute and Unconditional Obligations. The Guarantor shall not be released by any act or event which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the BOR or its failure to proceed promptly or otherwise as against the Concessionaire or the Guarantor, or by reason of any action taken or omitted or circumstance which may or might vary the risk to the Guarantor or affect the rights or remedies of the Guarantor as against the Concessionaire, or by reason of any further dealings between the Concessionaire and the BOR, whether relating to the Operative Agreements or otherwise, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder based upon any of the foregoing acts, omissions, things, or agreements. It is the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder are absolute and unconditional under any and all circumstances. The foregoing sentence shall in no way affect any waivers or any bankruptcy provisions set forth herein.
Absolute and Unconditional Obligations. 59 Section 11.02 Non-Recourse to Borrower’s Principals 59 ARTICLE XII MISCELLANEOUS 60 Section 12.01 Binding Effect of Request for Advance 60 Section 12.02 Amendments and Waivers 60 Section 12.03 Usury 61 Section 12.04 Expenses; Indemnification 61 Section 12.05 Assignment; Participation 62 Section 12.06 Documentation Satisfactory 66 Section 12.07 Notices 66 Section 12.08 Setoff 67 Section 12.09 Table of Contents; Headings 68 Section 12.10 Severability 68 Section 12.11 Counterparts 68 Section 12.12 Integration 68 Section 12.13 Governing Law 68 Section 12.14 Waivers 68 Section 12.15 Jurisdiction; Immunities 69 Section 12.16 [Reserved] 69 Section 12.17 [Reserved] 69 Section 12.18 USA Patriot Act 70 Section 12.19 [Reserved] 70 Section 12.20 Treatment of Certain Information; Confidentiality 70 EXHIBITS EXHIBIT A - Disbursement Instruction Agreement EXHIBIT B - Note EXHIBIT B-1 - [Reserved] EXHIBIT B-2 - [Reserved] EXHIBIT C - Information Regarding Material Affiliates EXHIBIT D - Solvency Certificate EXHIBIT E - Assignment and Acceptance EXHIBIT F - [Reserved] EXHIBIT G-1 - [Reserved] EXHIBIT G-2 - [Reserved] EXHIBIT G-3 - [Reserved] EXHIBIT G-4 - [Reserved] EXHIBIT H - Acceptance Letter EXHIBIT I - Form of Guaranty EXHIBIT J-1 - Form of U.S. Tax Compliance Certificate EXHIBIT J-2 - Form of U.S. Tax Compliance Certificate EXHIBIT J-3 - Form of U.S. Tax Compliance Certificate EXHIBIT J-4 - Form of U.S. Tax Compliance Certificate SCHEDULE SCHEDULE 1 Term A-1 Loan Commitments SCHEDULE 2 Term A-2 Loan Commitments Term Loan AGREEMENT dated as of March 31, 2014 (this “Agreement”) among AVALONBAY COMMUNITIES, INC., a corporation organized and existing under the laws of the State of Maryland (“Borrower”); XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”); and PNC BANK, NATIONAL ASSOCIATION (“PNC”) and the other lenders signatory hereto, as Banks (PNC, the other lenders signatory hereto, such other lenders who from time to time become Banks pursuant to Section 2.19, 3.07 or 12.05, each a “Bank” and collectively, the “Banks”). Accordingly, in consideration of the premises and the mutual agreements, covenants and conditions hereinafter set forth, Borrower, Administrative Agent and each of the Banks agree as follows:
