Common use of Default; Remedies; Bankruptcy; Etc Clause in Contracts

Default; Remedies; Bankruptcy; Etc. The Guaranteed Obligations of each Guarantor hereunder are independent of and separate from the Obligations of such Guarantor If any Obligation of Borrower is not paid when due, or upon any Event of Default hereunder or upon any default by Borrower as provided in any Loan Document, Administrative Agent may (and shall at the written direction of the Required Lenders), at its sole election, proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations of Borrower then due, without first proceeding against Borrower or any other guarantor (including the Guarantors) of its Guaranteed Obligations, or against any Collateral under the Collateral Documents or joining Borrower or any other guarantor (including the Guarantors) in any proceeding against any Guarantor. At any time after maturity of the Guaranteed Obligations of a Guarantor, Administrative Agent may (and shall at the written direction of the Required Lenders) (unless such Guaranteed Obligations have been paid in full (other than unasserted contingent obligations)), without notice to such Guarantor and regardless of the acceptance of any Collateral for the payment thereof, appropriate and apply toward the payment of such Guaranteed Obligations (a) any indebtedness due or to become due from any Secured Party to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time held by or coming into the possession of any Secured Party or any of its respective Affiliates. So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or applicable body resulting from any such proceeding (except as described in Section 12.9). Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in the immediately preceding sentence (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of Law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors and the Secured Parties that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of Law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced. In the event that all or any portion of any Guaranteed Obligations are paid by Borrower, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment or payments are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

Default; Remedies; Bankruptcy; Etc. (a) The Guaranteed Obligations of each Guarantor hereunder are independent of and separate from the Obligations of such Guarantor Guarantor. If any Obligation of Borrower PESRM is not paid when due, or upon any Event of Default hereunder or upon any default by Borrower PESRM as provided in any Loan other PESRM Transaction Document, Administrative Agent may (and shall at the written direction of the Required Lenders)MLC may, at its sole election, proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations of Borrower PESRM then due, without first proceeding against Borrower PESRM or any other guarantor (including the Guarantors) of its Guaranteed Obligations, or against any Collateral under the Collateral PESRM Transaction Documents or joining Borrower PESRM or any other guarantor (including the Guarantors) in any proceeding Proceeding against any Guarantor. At any time after maturity of the Guaranteed Obligations of a Guarantor, Administrative Agent MLC may (and shall at the written direction of the Required Lenders) (unless such Guaranteed Obligations have been paid in full (other than unasserted contingent obligationsUnasserted Contingent Obligations)), without notice to such Guarantor and regardless of the acceptance of any Collateral for the payment thereof, appropriate and apply toward the payment of such Guaranteed Obligations (a) any indebtedness due or to become due from any Secured Party MLC to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time held by or coming into the possession of any Secured Party MLC or any of its respective Affiliates. So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Required LendersMLC, commence or join with any other Person in commencing any bankruptcy, reorganization reorganization, or insolvency case or proceeding of or against Borrower PESRM or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower PESRM or any other Guarantor or by any defense which Borrower PESRM or any other Guarantor may have by reason of the order, decree or decision of any court or applicable body resulting from any such proceeding Proceeding (except as described in Section 12.913.09). Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding Proceeding referred to in the immediately preceding sentence (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of Law law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors and the Secured Parties MLC that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of Law law or order which may relieve Borrower PESRM of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative AgentMLC, or allow the claim of Administrative Agent MLC in respect of, any such interest accruing after the date on which such case or proceeding is commenced. In the event that all or any portion of any Guaranteed Obligations are paid by BorrowerPESRM, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment or payments are rescinded or recovered directly or indirectly from any Secured Party MLC as a preference, fraudulent transfer or otherwise, and ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

Default; Remedies; Bankruptcy; Etc. The Guaranteed Obligations of each Guarantor hereunder are independent of and separate from the Obligations of such Guarantor Guarantor. If any Obligation of Borrower is not paid when due, or upon any Event of Default hereunder or upon any default by Borrower as provided in any Loan Other Document, Administrative Agent may (and shall at the written direction of the Required Lenders), at its sole election, proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations of Borrower then due, without first proceeding against Borrower or any other guarantor (including the Guarantors) of its Guaranteed Obligations, or against any Collateral under the Collateral Documents or joining Borrower or any other guarantor (including the Guarantors) in any proceeding against any Guarantor. At any time after maturity of the Guaranteed Obligations of a Guarantor, Administrative Agent may (and shall at the written direction of the Required Lenders) (unless such Guaranteed Obligations have been paid in full (other than unasserted contingent obligations)), without notice to such Guarantor and regardless of the acceptance of any Collateral for the payment thereof, appropriate and apply toward the payment of such Guaranteed Obligations (a) any indebtedness due or to become due from any Term Loan Secured Party to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time held by or coming into the possession of any Term Loan Secured Party or any of its respective Affiliates. So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or applicable body resulting from any such proceeding (except as described in Section 12.9). Each 13.9).Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in the immediately preceding sentence (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of Law law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors and the Term Loan Secured Parties that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of Law law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced. In the event that all or any portion of any Guaranteed Obligations are paid by Borrower, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment or payments are rescinded or recovered directly or indirectly from any Term Loan Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

Default; Remedies; Bankruptcy; Etc. (a) The Guaranteed Obligations of each Guarantor hereunder are independent of and separate from the Obligations of such Guarantor Guarantor. If any Obligation of Borrower PESRM is not paid when due, or upon any Event of Default hereunder or upon any default by Borrower PESRM as provided in any Loan other PESRM Transaction Document, Administrative Agent may (and shall at the written direction of the Required Lenders)MLC may, at its sole election, proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations of Borrower PESRM then due, without first proceeding against Borrower PESRM or any other guarantor (including the Guarantors) of its Guaranteed Obligations, or against any Collateral under the Collateral PESRM Transaction Documents or joining Borrower PESRM or any other guarantor (including the Guarantors) in any proceeding Proceeding against any Guarantor. At any time after maturity of the Guaranteed Obligations of a Guarantor, Administrative Agent MLC may (and shall at the written direction of the Required Lenders) (unless such Guaranteed Obligations have been paid in full (other than unasserted contingent obligationsUnasserted Contingent Obligations)), without notice to such Guarantor and regardless of the acceptance of any Collateral for the payment thereof, appropriate and apply toward the payment of such Guaranteed Obligations (a) any indebtedness due or to become due from any Secured Party MLC to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time held by or coming into the possession of any Secured Party MLC or any of its respective Affiliates. So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Required LendersMLC, commence or join with any other Person in commencing any bankruptcy, reorganization reorganization, or insolvency case or proceeding of or against Borrower PESRM or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower PESRM or any other Guarantor or by any defense which Borrower PESRM or any other Guarantor may have by reason of the order, decree or decision of any court or applicable body resulting from any such proceeding Proceeding (except as described in Section 12.913.09). Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding Proceeding referred to in the immediately preceding sentence (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of Law law by reason of the commencement of such case or proceeding, such interest as ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors and the Secured Parties MLC that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of Law law or order which may relieve Borrower PESRM of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative AgentMLC, or allow the claim of Administrative Agent MLC in respect of, any such interest accruing after the date on which such case or proceeding is commenced. In the event that all or any portion of any Guaranteed Obligations are paid by BorrowerPESRM, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment or payments are rescinded or recovered directly or indirectly from any Secured Party MLC as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.