Absolute Guarantee. The Guarantee Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events: (a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or any power, right, or remedy with respect to any of the Obligations or the Guarantee Obligations, including: (i) any suspension of Lenders' right to enforce against Borrower, Guarantor or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manner, or place of payment of, or in any other term of, any or all of the Obligations or the Guarantee Obligations, or any other amendment to, or waiver of, the Long Term Notes, any Related Agreement or any other agreement or instrument governing or evidencing any of the Obligations or the Guarantee Obligations; (b) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligations, liquidation, winding-up or dissolution of Borrower, Guarantor or any other guarantor of the Obligations; (c) any limitation, discharge, cessation or partial satisfaction of the Obligations, the Guarantee Obligations or the obligations of any other guarantor of the Obligations, whether by operation of any statute, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenders, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations; (d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations; (e) any assignment or other transfer, in whole or in part, of Lenders' interest in and rights under the Long Term Notes or any Related Agreement, including this Guarantee, or of Lenders' interest in the Obligations or the Guarantee Obligations; (f) any claim, defense, counterclaim or setoff on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations or any other guarantee of the Obligations; (g) any cancellation, renunciation or surrender of any pledge, guarantee or any debt instrument evidencing the Obligations or the Guarantee Obligations other than full satisfaction of the Obligations and the Guarantee Obligations; (h) Lenders' vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guarantee Obligations; (i) any other action or circumstances that might otherwise constitute a defense available to, or a legal or equitable discharge of, any surety, guarantor or pledgor other than Guarantor; or (j) the fact that any of the Obligations or the Guarantee Obligations may arise out of any agreement or transaction that may be unenforceable in whole or in part, it being agreed by Guarantor that the Guarantee Obligations shall not be discharged until the Guarantee Termination Date (and then after the Guarantee Termination Date, the Guarantee Obligations shall be subject to reinstatement under SECTION 5).
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Samples: Continuing Guarantee (Microtel International Inc), Continuing Guarantee (Microtel International Inc), Continuing Guarantee (Microtel International Inc)
Absolute Guarantee. The Guarantee Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantors Guarantor be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events:
(a) Lenders' Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or any power, right, or remedy with respect to any of the Obligations or the Guarantee Obligations, including: (i) any suspension of Lenders' Lender’s right to enforce against Borrower, Guarantor or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manner, or place of payment of, or in any other term of, any or all of the Obligations or the Guarantee Obligations, or any other amendment to, or waiver of, the Long Term NotesNote, any Related the Pledge Agreement or any other agreement or instrument governing or evidencing any of the Obligations or the Guarantee Obligations;
(b) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's ’s or Guarantor's ’s assets or of the assets of any other guarantor of the Obligations, liquidation, winding-up or dissolution of Borrower, Guarantor or any other guarantor of the Obligations;
(c) any limitation, discharge, cessation or partial satisfaction of the Obligations, the Guarantee Obligations or the obligations of any other guarantor of the Obligations, whether by operation of any statute, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of LendersLender, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term NotesNote, any other Related the Pledge Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares equity interests of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transfer, in whole or in part, of Lenders' Lender’s interest in and rights under the Long Term Notes Note, the Pledge Agreement or any Related Agreement, including this Guarantee, or of Lenders' Lender’s interest in the Obligations or the Guarantee Obligations;
(f) any claim, defense, counterclaim or setoff on the part of Borrower or any guarantor of the Obligations including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations or any other guarantee guaranty of the Obligations;
(g) any cancellation, renunciation or surrender of any pledge, guarantee guaranty or any debt instrument evidencing the Obligations, the Guarantee Obligations or any other guaranty of the Guarantee Obligations other than full satisfaction of the Obligations, the Guarantee Obligations and any other guaranty of the Guarantee Obligations;
(h) Lenders' Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations, the Guarantee Obligations or any other guaranty of the Guarantee Obligations;
(i) any other action or circumstances that might otherwise constitute a defense available to, or a legal or equitable discharge of, any surety, guarantor or pledgor other than Guarantor; or
(j) the fact that any of the Obligations or the Guarantee Obligations may arise out of any agreement or transaction that may be unenforceable in whole or in part, it being agreed by Guarantor that the Guarantee Obligations shall not be discharged until the Guarantee Termination Date (and then after the Guarantee Termination Date, the Guarantee Obligations shall be subject to reinstatement under SECTION Section 5).
Appears in 1 contract
Absolute Guarantee. The Guarantor’s obligations under this Guarantee Obligations shall be absolute, continuing, and unconditional, shall remain in full force and effect without regard tountil irrevocable payment, performance, or observance in full of all of the Obligations, and shall not be impaired affected by any action taken or affected bynot taken by any Guaranteed Party, by any lack of prior enforcement or retention of any rights against Borrower or Guarantor, by any illegality, unenforceability, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events:
(a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or any power, right, or remedy with respect to any invalidity of the Obligations or the Guarantee ObligationsGuaranteed Documents, by any other guarantee or other obligations, or by any other circumstance or condition (whether or not Guarantor or Borrower shall have any knowledge or notice thereof), including, without limitation: (i1) any suspension termination, amendment, modification, or other change in, or supplement to, any of Lenders' right to enforce against Borrower, Guarantor the Guaranteed Documents or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manneragreement, or place of payment of, to the Aircraft or in any other term of, any or all of the Obligations or the Guarantee Obligationspart thereof, or any other amendment toassignment, mortgage, or transfer thereof, or any leasing or subleasing of or any re-registration of the Aircraft, or any furnishing or acceptance of additional security, or release of any security, for the obligations of Borrower under the Guaranteed Documents, or the failure of any security or any failure to perfect any interest in any collateral given by Borrower under the Guaranteed Documents; (2) any failure, omission, or delay on the part of any Person to conform or comply with any term of any Guaranteed Document or any other agreement, including failure to give notice to Guarantor of the occurrence of a Default; (3) any waiver ofof the payment, performance, or observance of any of the Long Term Notesobligations, conditions, covenants, or agreements contained in any Related Agreement Guaranteed Document or any other agreement or instrument governing any other waiver, consent, extension, indulgence, compromise, settlement, release, or evidencing other action or inaction under or in respect of any Guaranteed Document, or any exercise or nonexercise of the Obligations any right or the Guarantee Obligations;
remedy under any Guaranteed Document or any obligation or liability of Borrower or any Guaranteed Party, or any exercise or nonexercise of any right, remedy, power, or privilege under or in respect of any Guaranteed Document or any such obligation or liability; (b4) any insolvencyextension of time for payment or performance of any Obligation; (5) the exchange, modification, substitution, or surrender of any collateral; (6) any failure, omission, or delay on the part of any Guaranteed Party to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with any Guaranteed Document, or any other action on the part of any Guaranteed Party; (7) any voluntary or involuntary bankruptcy, reorganization, arrangement, adjustment, compositioninsolvency, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligationsreceivership, conservatorship, custodianship, liquidation, winding-up marshalling of assets and liabilities, or dissolution of similar proceeding with respect to Borrower, Guarantor Guarantor, or any other guarantor Person or any of their respective properties or creditors, or the disaffirmance in whole or in part of any of the Obligations;
Guaranteed Documents in any such proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (c) 8) any limitation, discharge, cessation limitation on Borrower’s liability or partial satisfaction of the Obligations, the Guarantee Obligations obligations (or the liabilities and obligations of any other guarantor of the ObligationsPerson) or any discharge, whether by operation of any statutetermination, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenderscancellation, frustration, irregularity, invalidity, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transferunenforceability, in whole or in part, of Lenders' interest in and rights under any of the Long Term Notes or any Related Agreement, including this Guarantee, or of Lenders' interest in the Obligations or the Guarantee Obligations;
(f) any claim, defense, counterclaim or setoff on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations Guaranteed Documents or any other guarantee agreement; (9) any defect in the title, compliance with specifications, condition, design, operation, or fitness for use of the Obligations;
Aircraft, or any damage to or loss or destruction of the Aircraft, or any interruption or cessation of the use of the Aircraft for any reason (gincluding any force majeure and any act of a governmental or military authority); (10) any cancellationmerger or consolidation of Borrower or Guarantor into or with any other corporation, renunciation or surrender any sale, lease, or other transfer of any pledge, guarantee of the assets of Borrower or Guarantor to any other Person or any debt instrument evidencing change in the Obligations ownership of Guarantor or Borrower or in the Guarantee Obligations other than full satisfaction control of the Obligations and the Guarantee Obligations;
any such owner; (h11) Lenders' vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations extent permitted by law, any release or discharge, by operation of law, of Guarantor from the Guarantee Obligations;
performance or observance of any obligation, covenant, or agreement contained in this Guarantee; and (i12) any other action condition or circumstances that circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge ofdischarge, release, or defense of a surety or guarantor, or which might otherwise limit recourse against Guarantor, including any suretydischarge, guarantor release, defense, or pledgor other than Guarantor; or
(j) the fact that any of the Obligations or the Guarantee Obligations may arise limitation arising out of any agreement laws of the United States of America or transaction that may be unenforceable any state thereof or any other Government Entity having authority thereover which would exempt, modify, or delay the due or punctual payment and performance of the obligations of Guarantor hereunder (the obligations of Guarantor hereunder not being dischargeable except by payment or performance). No failure or delay in whole exercising any right under this Guarantee shall operate as a waiver thereof, nor shall any single or in part, it being agreed by Guarantor that partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of any Guaranteed Party under this Guarantee Obligations shall not be discharged until or the Guarantee Termination Date (and then after the Guarantee Termination Date, the Guarantee Obligations shall be subject to reinstatement under SECTION 5)Guaranteed Documents.
Appears in 1 contract
Absolute Guarantee. The Holdings's obligations under this Guarantee Obligations shall be absolute and unconditional, shall remain in full force and effect without regard tountil irrevocable payment, performance, or observance in full of all of the Obligations, and shall not be impaired affected by any action taken or affected bynot taken by any Guaranteed Party, by any lack of prior enforcement or retention of any rights against Company or Holdings, by any illegality, unenforceability, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events:
(a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or any power, right, or remedy with respect to any invalidity of the Obligations or the Guarantee ObligationsGuaranteed Document, by any other guarantee or other obligations, or by any other circumstance or condition (whether or not Holdings or Company shall have any knowledge or notice thereof), including: (i1) any suspension of Lenders' right to enforce against Borrowertermination, Guarantor amendment, modification, or other change in, or supplement to, the Guaranteed Document or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manner, or place of payment of, or in any other term of, any or all of the Obligations or the Guarantee Obligationsagreement, or any other amendment tofurnishing or acceptance of additional security, or release of any security, for the obligations of Company under the Guaranteed Document, or the failure of any security or any failure to perfect any interest in any collateral given by Company under the Guaranteed Document; (2) any failure, omission, or delay on the part of any Person to conform or comply with any term of the Guaranteed Document or any other agreement, (3) any waiver ofof the payment, performance, or observance of any of the Long Term Notesobligations, any Related Agreement conditions, covenants, or agreements contained in the Guaranteed Document or any other agreement or instrument governing any other waiver, consent, extension, indulgence, compromise, settlement, release, or evidencing any other action or inaction under or in respect of the Obligations Guaranteed Document, or any exercise or nonexercise of any right or remedy under the Guarantee Obligations;
Guaranteed Document or any obligation or liability of Company or any Guaranteed Party, or any exercise or nonexercise of any right, remedy, power, or privilege under or in respect of the Guaranteed Document or any such obligation or liability; (b4) any insolvencyextension of time for payment or performance of any Obligation; (5) the exchange, modification, substitution, or surrender of any collateral; (6) any failure, omission, or delay on the part of any Guaranteed Party to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with the Guaranteed Document, or any other action on the part of any Guaranteed Party; (7) any voluntary or involuntary bankruptcy, reorganization, arrangement, adjustment, compositioninsolvency, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligationsreceivership, conservatorship, custodianship, liquidation, winding-up marshalling of assets and liabilities, or dissolution of Borrowersimilar proceeding with respect to Company, Guarantor Holdings, or any other guarantor Person or any of their respective properties or creditors, or the disaffirmance in whole or in part of any of the Obligations;
Guaranteed Document in any such proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (c) 8) any limitation, discharge, cessation limitation on Company's liability or partial satisfaction of the Obligations, the Guarantee Obligations obligations (or the liabilities and obligations of any other guarantor of the ObligationsPerson) or any discharge, whether by operation of any statutetermination, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenderscancellation, frustration, irregularity, invalidity, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transferunenforceability, in whole or in part, of Lenders' interest in and rights under any of the Long Term Notes or any Related Agreement, including this Guarantee, or of Lenders' interest in the Obligations or the Guarantee Obligations;
(f) any claim, defense, counterclaim or setoff on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations Guaranteed Document or any other guarantee agreement; (9) any defect in the title, compliance with specifications, condition, design, operation, or fitness for use of the Obligations;
New Aircraft, or any damage to or loss or destruction of the Aircraft, or any interruption or cessation of the use of the Aircraft for any reason (gincluding any force majeure and any act of a governmental or military authority); (10) any cancellationmerger or consolidation of Company or Holdings into or with any other corporation, renunciation or surrender any sale, lease, or other transfer of any pledge, guarantee of the assets of Company or Holdings to any other Person or any debt instrument evidencing change in the Obligations ownership of Holdings or in the Guarantee Obligations other than full satisfaction control of the Obligations and the Guarantee Obligations;
any such owner; (h11) Lenders' vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations extent permitted by law, any release or discharge, by operation of law, of Holdings from the Guarantee Obligations;
performance or observance of any obligation, covenant, or agreement contained in this Guarantee; and (i12) any other action condition or circumstances that circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge ofdischarge, release, or defense of a surety or Holdings, or which might otherwise limit recourse against Holdings, including any suretydischarge, guarantor release, defense, or pledgor other than Guarantor; or
(j) the fact that any of the Obligations or the Guarantee Obligations may arise limitation arising out of any agreement laws of the United States of America or transaction that may be unenforceable any state thereof or any other Government Entity having authority thereover which would exempt, modify, or delay the due or punctual payment and performance of the obligations of Holdings hereunder (the obligations of Holdings hereunder not being dischargeable except by payment or performance). No failure or delay in whole exercising any right under this Guarantee shall operate as a waiver thereof, nor shall any single or in part, it being agreed by Guarantor that partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of any Guaranteed Party under this Guarantee Obligations shall not be discharged until or the Guarantee Termination Date (and then after the Guarantee Termination Date, the Guarantee Obligations shall be subject to reinstatement under SECTION 5)Guaranteed Document.
Appears in 1 contract
Absolute Guarantee. The Guarantee Obligations obligations of the Guarantor hereunder shall be absolute and unconditional, shall remain in i full force and effect without regard tountil irrevocable payment, performance or observa in full of all of the Obligations by each of the Lessee and the Guarant and shall not in any manner be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue reason of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code any action taken o not taken by any Guaranteed Party or any other law, rule, arrangement Person or relationship) by, of any lack of prior enforcement or retention of any rights against the following events:
(a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations Lessee or the Guarantee Obligations Guarantor or any powerillegality, right, unenforceability or remedy with respect to any invalidity of the Obligations or the Guarantee ObligationsGuaranteed Documents, including: (i) any suspension of Lenders' right to enforce against Borrower, Guarantor or any other guarantor of the Obligations guarantee or the Guarantee Obligations; or (ii) any change in the timeother obligations, manner, or place of payment of, or in any other term of, any or all of the Obligations or the Guarantee Obligations, or any other amendment to, or waiver of, the Long Term Notes, any Related Agreement or any other agreement or instrument governing referred to herein or evidencing therein, or any substitution, release or exchange of any other guarante of or security for any of the Obligations Obligations, or any other circumstance or condition (whether or not the Guarantor or the Guarantee Lessee shall have any knowledge or notice thereof), including without limitation:
(i) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Guaranteed Documents, or any other instrument or agreement applicable to any of the parties to such agreements, or to the Equipment or any part thereof, or any assignment, mortgage or transfer of any thereof, or of any interest therein, or any leasing or subleasing of the Equipment, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of the Lessee under the Guaranteed Documents, the failure of any security or the failure of any Person to establish or maintain the priority or perfection of any interest in any collateral security or the failure to provide for any insurance on the Equipment or any part thereof;
(ii) any failure, omission or delay on the part of the Lessee or any other Person to conform to or comply with any term of any Guaranteed Document;
(iii) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein;
(iv) except to the extent thereof, any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Lessee of any Obligation, or any default under any Guaranteed Document, or the extension or renewal of any Guaranteed Document or any change in the provisions of any Guaranteed Document, or any extension of time for payment of Rent or any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document, or the extension or the renewal of any thereof;
(v) the exchange, surrender, substitution or modification of any collateral security for any of the Obligations;
(bvi) any failure, omission or delay on the part of any Guaranteed Party, or their successors or assigns, to give Guarantor notice of any default, Incipient Termination Event, Termination Event or Lease Event of Default under any Guaranteed Document or to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty, or any such failure, omission or delay on the part of any Guaranteed Party in connection with any Guaranteed Document or any other action on the part of a Guaranteed Party;
(vii) any voluntary or involuntary bankruptcy, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, readjustment assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligationscomposition, receivership, conservatorship, custodianship, liquidation, winding-up marshalling of assets and liabilities, liquidation, or dissolution similar proceedings with respect to the Lessee, the Guarantor, any other Person or any of Borrowertheir respective properties or creditors, or the disaffirmance with respect to the Lessee of the Lease or any of the other Guaranteed Documents or with respect to Guarantor of this Guaranty in any such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding;
(viii) any limitation on the liability or obligations of the Lessee or the Guarantor or any other guarantor of the Obligations;
(c) any limitation, discharge, cessation or partial satisfaction of the Obligationstermination, the Guarantee Obligations or the obligations of any other guarantor of the Obligationscancellation, whether by operation of any statutefrustration, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenders, or any invalidity, voidability, unenforceability or irregularity, invalidity or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transfer, unenforceability in whole or in part, of Lenders' interest in and rights under any of the Long Term Notes or any Related Agreement, including this Guarantee, or of Lenders' interest in the Obligations or the Guarantee ObligationsGuaranteed Documents;
(fix) any claimdefect in the title, defensecompliance with specifications, counterclaim condition, design, operation or setoff fitness for use of, or any damage to or loss or destruction of, the Equipment, or any interruption or cessation in the use of the Equipment or any portion thereof by the Lessee or any other Person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of the Lease), whether or not resulting from accident and whether or not without fault on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations Lessee or any other guarantee of the ObligationsPerson;
(gx) any cancellationmerger, renunciation consolidation or surrender dissolution of the Lessee or the Guarantor into or with any other Person, or any sale, lease or transfer of any pledge, guarantee or any debt instrument evidencing of the Obligations assets of the Lessee or the Guarantee Obligations Guarantor to any other than full satisfaction of the Obligations and the Guarantee ObligationsPerson;
(hxi) Lenders' voteany compromise, claimsettlement, distributionrelease, electionrenewal, acceptanceextension, action indulgence, change in or inaction waiver or modification of any Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of the Lessee or any other Person from the performance or observance of any obligation, covenant or agreement contained in any bankruptcy or reorganization case related to the Obligations or the Guarantee ObligationsGuaranteed Document;
(ixii) any transfer or assignment by the Lessee or any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Guaranteed Document or the assignment or transfer of any rights relating to any Obligation contained in any Guaranteed Document, including, without limitation, the full or partial assignment of any of the Guaranteed Documents;
(xiii) any defense (other than payment to the Person entitled thereto), setoff, cross-claim or counterclaim which may at any time be available to or asserted by or against the Lessee or Guarantor;
(xiv) any misrepresentation or breach of warranty made by the Lessee in any Guaranteed Document or in any certificate or document delivered in connection therewith;
(xv) the genuineness, legality, validity or enforceability of any Guaranteed Document, or of any assignment or termination of any Guaranteed Document;
(xvi) any change in the ownership of any shares of capital stock of CIROR or any change in the partners of the Lessee;
(xvii) any act or omission which would not have discharged or affected the liability of the Guarantor had it been the principal debtor instead of guarantor or by anything done or omitted which but for this provision might operate to exonerate the Guarantor; and
(xviii) any other action condition or circumstances that circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge ofdischarge, release or defense of a surety or guarantor, or which might otherwise limit recourse against the Guarantor, including, without limitation, any suretydischarge, guarantor release, defense or pledgor other than Guarantor; or
(j) the fact that any of the Obligations or the Guarantee Obligations may arise limitation arising out of any agreement laws of the United States of America or transaction that may be unenforceable in whole any state thereof which would either exempt, modify or in partdelay the due or punctual payment and performance of the obligations of the Guarantor hereunder, it being agreed by Guarantor that the Guarantee Obligations obligations of Guarantor hereunder shall not be discharged until except by payment or performance as herein provided. The Guarantor hereby irrevocably waives and shall not assert any of the Guarantee Termination Date (foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repea and then after the Guarantee Termination Datesuccessive demands may be made and recoveries may be made hereunder as and when, from time to time, the Guarantee Lessee shall default unde the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent default. No failure or delay in exercising any right under this Guaran shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise there or the exercise of any other right of any Guaranteed Party under this Guaranty or the Guaranteed Documents. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the fu extent of all its assets and properties, notwithstanding any provision in the Lease, the Participation Agreement or any other Operative Document limiting the liability of the Lessee, ATOR, Lucent or any oth Person, or any agreement by the Lessor, the Indenture Trustee or the Participants to look for payment with respect thereto solely to certai property as described in the Lease and the Participation Agreement. Furthermore, the Guarantor hereby agrees that, in determining the amou or extent of the Obligations guaranteed hereunder, and the amounts owe by Guarantor in respect thereof, all such limited liability provisions shall be subject to reinstatement under SECTION 5)disregarded, it being understood that, as a result thereof, t Guarantor may in fact be liable hereunder for amounts in excess of the amounts for which Lessee may be responsible.
Appears in 1 contract
Absolute Guarantee. The Guarantee Obligations Guarantor’s obligations under this Guaranty shall be absolute and unconditional, shall remain in full force and effect without regard tountil irrevocable payment, performance, or observance in full of all of the Obligations, and shall not be impaired affected by any action taken or affected bynot taken by any Guaranteed Party, by any lack of prior enforcement or retention of any rights against the Borrower or the Guarantor, by any illegality, unenforceability, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events:
(a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or any power, right, or remedy with respect to any invalidity of the Obligations or the Guarantee ObligationsGuaranteed Documents, by any other guaranty or other obligations, or by any other circumstance or condition (whether or not the Guarantor or the Borrower shall have any knowledge or notice thereof), including: (i1) any suspension termination, amendment, modification, or other change in, or supplement to, any of Lenders' right to enforce against Borrower, Guarantor the Guaranteed Documents or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manneragreement, or place of payment of, to the Collateral or in any other term of, any or all of the Obligations or the Guarantee Obligationspart thereof, or any other amendment toassignment, mortgage, or transfer thereof, or any leasing or subleasing of any Collateral or any part thereof, or any furnishing or acceptance of additional security, or release of any security, for the obligations of the Borrower under the Guaranteed Documents, or the failure of any security or any failure to perfect any interest in any collateral given by the Borrower under the Guaranteed Documents; (2) any failure, omission, or delay on the part of any Person to conform or comply with any term of any Guaranteed Document or any other agreement, including failure to give notice to the Guarantor of the occurrence of an Event of Default or Potential Default; (3) any waiver ofof the payment, performance, or observance of any of the Long Term Notesobligations, conditions, covenants, or agreements contained in any Related Agreement Guaranteed Document or any other agreement or instrument governing any other waiver, consent, extension, indulgence, compromise, settlement, release, or evidencing other action or inaction under or in respect of any Guaranteed Document, or any exercise or nonexercise of any right or remedy under any Guaranteed Document or any obligation or liability of the Obligations Borrower or the Guarantee Obligations;
any Guaranteed Party, or any exercise or nonexercise of any right, remedy, power, or privilege under or in respect of any Guaranteed Document or any such obligation or liability; (b4) any insolvencyextension of time for payment or performance of any Obligation; (5) the exchange, modification, substitution, or surrender of any collateral; (6) any failure, omission, or delay on the part of any Guaranteed Party to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with any Guaranteed Document, or any other action on the part of any Guaranteed Party; (7) any voluntary or involuntary bankruptcy, reorganization, arrangement, adjustment, compositioninsolvency, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligationsreceivership, conservatorship, custodianship, liquidation, winding-up marshalling of assets and liabilities, or dissolution of similar proceeding with respect to the Borrower, Guarantor the Guarantor, or any other guarantor Person or any of their respective properties or creditors, or the disaffirmance in whole or in part of any of the Obligations;
Guaranteed Documents in any such proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (c) 8) any limitation, discharge, cessation limitation on the Borrower’s liability or partial satisfaction of the Obligations, the Guarantee Obligations obligations (or the liabilities and obligations of any other guarantor of the ObligationsPerson) or any discharge, whether by operation of any statutetermination, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenderscancellation, frustration, irregularity, invalidity, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transferunenforceability, in whole or in part, of Lenders' interest in and rights under any of the Long Term Notes or any Related Agreement, including this Guarantee, or of Lenders' interest in the Obligations or the Guarantee Obligations;
(f) any claim, defense, counterclaim or setoff on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations Guaranteed Documents or any other guarantee agreement; (9) any defect in the title, compliance with specifications, condition, design, operation, or fitness for use of any Collateral or any part thereof, or any damage to or loss or destruction of any Collateral or any part thereof, or any interruption or cessation of the Obligations;
use of any Collateral or any part thereof for any reason (gincluding any force majeure and any act of a Governmental Authority or military authority); (10) any cancellationmerger or consolidation of the Borrower or the Guarantor into or with any other corporation, renunciation or surrender any sale, lease, or other transfer of any pledge, guarantee of the assets of the Borrower or the Guarantor to any other Person or any debt instrument evidencing change in the Obligations or the Guarantee Obligations other than full satisfaction ownership of the Obligations and Guarantor or in the Guarantee Obligations;
control of any such owner; (h11) Lenders' vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations extent permitted by law, any release or discharge, by operation of law, of the Guarantee Obligations;
Guarantor from the performance or observance of any obligation, covenant, or agreement contained in this Guaranty; and (i12) any other action condition or circumstances that circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge ofdischarge, release, or defense of a surety or guarantor, or which might otherwise limit recourse against the Guarantor, including any suretydischarge, guarantor release, defense, or pledgor other than Guarantor; or
(j) the fact that any of the Obligations or the Guarantee Obligations may arise limitation arising out of any agreement laws of the United States of America or transaction that may be unenforceable in whole any state thereof or in partany other Governmental Authority having authority thereover which would exempt, modify, or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder (it being agreed by Guarantor that the Guarantee Obligations obligations of the Guarantor hereunder shall not be discharged until except by payment or performance). No failure or delay in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the Guarantee Termination Date (and then after exercise of any other right of any Guaranteed Party under this Guaranty or the Guarantee Termination Date, the Guarantee Obligations shall be subject to reinstatement under SECTION 5)Guaranteed Documents.
Appears in 1 contract
Samples: Loan Agreement (Flyi Inc)
Absolute Guarantee. The Guarantee Obligations To the fullest extent permitted under applicable law, the obligations of Guarantor hereunder shall be absolute and unconditional, shall be continuing and remain in full force and effect without regard tountil final and irrevocable payment, performance or observance in full of all of the Obligations has occurred and shall not, in any manner, be affected by (i) any action taken or not be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (taken by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code any Guaranteed Party or any other lawPerson or by (ii) any lack of prior enforcement or retention of any rights against Borrower or Guarantor or by (iii) any illegality, rule, arrangement unenforceability or relationshipinvalidity of (A) by, any of the following events:
(a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations Guaranteed Documents, (B) any other guarantee or any power, rightother obligations, or remedy with respect to any of the Obligations or the Guarantee Obligations, including: (iC) any suspension of Lenders' right to enforce against Borrower, Guarantor or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manner, or place of payment of, or in any other term of, any or all of the Obligations or the Guarantee Obligations, or any other amendment to, or waiver of, the Long Term Notes, any Related Agreement or any other agreement or instrument governing referred to herein or evidencing therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not Guarantor or Borrower shall have any knowledge or notice thereof), including without limitation: (1) to the extent not covered in Section 5 below, any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Guaranteed Documents, the Obligations or any other instrument or agreement applicable to any of the Guarantee Obligations;
parties to such agreements, any assignment, mortgage or transfer of any thereof or of any interest therein, or to any leasing or subleasing or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (b2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document; (6) the exchange, surrender, substitution or modification of any collateral security for any of the Obligations, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of Borrower under the Guaranteed Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (7) any failure, omission or delay on the part of any Guaranteed Party, or their successors or assigns (x) to give Guarantor notice of any Default, Event of Default, breach or other failure of performance under any Guaranteed Document or (y) to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty; (8) any other failure, omission or delay on the part of any Guaranteed Party in connection with any Guaranteed Document, or any other action on the part of the Guaranteed Party; (9) any voluntary or involuntary bankruptcy, insolvency, bankruptcy, reorganization, arrangement, adjustmentreadjustment, composition, general assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligationscomposition, receivership, conservatorship, custodianship, liquidation, winding-up marshalling of assets and liabilities or dissolution of similar proceedings with respect to Borrower, Guarantor Guarantor, any other Person or any other guarantor of their respective properties or creditors, or the disaffirmance with respect to Borrower of any of the Obligations;
Guaranteed Documents in any such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding; (c10) any limitation, discharge, cessation or partial satisfaction of the Obligations, the Guarantee Obligations limitation on Borrower’s liability or the Obligations (or the liabilities and obligations of any other guarantor of the ObligationsPerson) by cancellation, whether by operation of any statutedischarge, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenderstermination, or any invalidityfrustration, voidability, unenforceability or irregularity, invalidity or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transferunenforceability, in whole or in part, of Lenders' interest any of the Guaranteed Documents; (11) any defect in and rights under the Long Term Notes title, compliance with specifications, condition, design, operation or fitness for use of, or any Related Agreementdamage to or loss or destruction of, including this Guaranteethe Aircraft, or of Lenders' interest any interruption or cessation in the Obligations use of the Aircraft or any portion thereof by Borrower or any other Person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the Guarantee Obligations;
(fpublic enemy) any claimregardless of the duration thereof, defense, counterclaim whether or setoff not resulting from accident and whether or not without fault on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations or any other guarantee Person; (12) any merger or consolidation of Borrower or Guarantor into or with any other Person, or any sale, lease or transfer of any of the Obligations;
assets of Borrower or Guarantor to any other Person; (g13) any cancellationcompromise, renunciation settlement, release, renewal, extension, indulgence, change in amendment to or surrender waiver or modification of any pledgeObligation, guarantee or any debt instrument evidencing failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of Guarantor, Borrower or any other Person from the Obligations performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other Guaranteed Document; (14) any transfer or permitted assignment by Borrower or any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Guaranteed Document or the Guarantee Obligations other than Aircraft or the assignment or transfer of any rights relating to any Obligation contained in any Guaranteed Document, including, without limitation, the full satisfaction or partial assignment of any of the Obligations and Guaranteed Documents or the Guarantee Obligations;
Aircraft; (h15) Lenders' voteany defense, claimset-off, distribution, election, acceptance, action cross-claim or inaction counterclaim which may at any time be available to or asserted against Borrower or Guarantor; (16) any misrepresentation or breach of warranty made by Borrower in any bankruptcy Guaranteed Document or reorganization case related to in any certificate or document delivered in connection therewith; (17) the Obligations genuineness, legality, validity or the Guarantee Obligations;
enforceability of any Guaranteed Document, or of any assignment or termination of any Guaranteed Document; and (i18) any other action condition or circumstances circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge ofdischarge, release, counterclaim, offset or defense of a surety or guarantor, or that might otherwise limit recourse against Guarantor, including, without limitation, any suretydischarge, guarantor release, defense or pledgor other than Guarantor; or
(j) the fact that any of the Obligations or the Guarantee Obligations may arise limitation arising out of any agreement laws of the United States of America or transaction any State thereof or any Governmental Authority having jurisdiction thereover that may be unenforceable in whole would either exempt, modify or in partdelay the due or punctual payment and performance of the obligations of Guarantor hereunder, it being agreed by Guarantor that the Guarantee Obligations obligations of Guarantor hereunder shall not be discharged until except by payment or performance as herein provided. To the Guarantee Termination Date (fullest extent permitted by applicable law, Guarantor hereby waives and then after agrees not to assert any of the Guarantee Termination Dateforegoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, the Guarantee Obligations it is understood that repeated and successive demands and recoveries may be made hereunder as and when, from time to time, there shall be subject a Default or Event of Default by Borrower under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to reinstatement each and every subsequent Default or Event of Default. No failure or delay in exercising any right under SECTION 5)this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the Guaranteed Party under this Guaranty or the Guaranteed Documents.
Appears in 1 contract
Samples: Guaranty (Skywest Inc)
Absolute Guarantee. The Guarantee Obligations Guarantor understands and agrees that its obligations hereunder shall be continuing, absolute and unconditional, shall remain in full force and effect without regard tountil final and irrevocable payment, performance or observance in full of all of the Obligations has occurred and shall not not, in any manner, be impaired or affected by, and Guarantor hereby waives any defense to, or be deemed right to be satisfied byseek discharge of, nor shall Guarantors be exoneratedits obligations hereunder with respect to, discharged (a) any extension or released renewal of time or forbearance for payment or performance of any Obligation; (by virtue b) any modification of, or amendment or supplement to, any Operative Agreement; (c) any exchange, surrender or modification of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, collateral security for any of the following events:
Obligations, or any furnishing or acceptance of additional security, or any release of any security, for the Obligations; (ad) Lenders' any waiver, consent or other action or inaction or any exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or non-exercise of any power, right, remedy or remedy power with respect to Borrower, or any change in the structure of Borrower; (e) any change in ownership of the shares of capital stock of Borrower or any merger or consolidation of Borrower or Guarantor into or with any other person; (f) any assignment, transfer, lease or other arrangement by Borrower or any Guaranteed Party (or any successor or assign thereof) of its interest, or any part thereof, in and to any Operative Agreement or the Aircraft or any part thereof or the assignment and transfer of any rights relating to any Obligation; (g) any illegality, unenforceability or invalidity of any Operative Agreement, any of the Obligations or the Guarantee Obligations, including: any collateral security therefor; (ih) any suspension substitution, release or exchange of Lenders' right to enforce against Borrower, Guarantor or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manner, or place of payment guarantee of, or in any other term ofsecurity for, any or all of the Obligations or the Guarantee Obligations, or any other amendment to, or waiver of, the Long Term Notes, any Related Agreement or any other agreement or instrument governing or evidencing any of the Obligations at any time or the Guarantee Obligations;
(b) from time to time held by any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligations, liquidation, winding-up or dissolution of Borrower, Guarantor or any other guarantor of the Obligations;
(c) any limitation, discharge, cessation or partial satisfaction of the Obligations, the Guarantee Obligations or the obligations of any other guarantor of the Obligations, whether by operation of any statute, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of LendersGuaranteed Party, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations;
(d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations;
(e) any assignment or other transfer, in whole or in part, of Lenders' interest in and rights under the Long Term Notes or any Related Agreement, including this Guarantee, or of Lenders' interest in the Obligations or the Guarantee Obligations;
(f) any claim, defense, counterclaim or setoff on the part of Borrower including, but not limited to, any defense or incapacity, disability or lack of corporate or other authority to execute any documents relating to the Obligations, the Guarantee Obligations or any other guarantee of the Obligations;
(g) any cancellation, renunciation or surrender of any pledge, guarantee or any debt instrument evidencing the Obligations or the Guarantee Obligations other than full satisfaction of the Obligations and the Guarantee Obligations;
(h) Lenders' vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guarantee Obligations;
(i) any other action circumstance or circumstances condition whatsoever (with or without notice to or knowledge of Borrower or Guarantor) that might otherwise constitute a defense available toconstitutes, or a might be construed to constitute, an equitable or legal discharge of Borrower or equitable discharge ofthe Obligations or of Guarantor under this Guaranty, any surety, guarantor or pledgor other than Guarantor; or
(j) the fact that any except final and irrevocable payment and performance in full of the Obligations in accordance with the terms and conditions of the Operative Agreements. No failure or delay or lack of demand, notice or diligence or course of dealing in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the Guarantee Obligations may arise out exercise of any agreement other right under this Guaranty or transaction that may be unenforceable in whole or in part, it being agreed by Guarantor that the Guarantee Obligations shall not be discharged until the Guarantee Termination Date (and then after the Guarantee Termination Date, the Guarantee Obligations shall be subject to reinstatement under SECTION 5)other Operative Agreements.
Appears in 1 contract
