Common use of Guarantee Not Affected, Etc Clause in Contracts

Guarantee Not Affected, Etc. Without limiting the generality of the foregoing, the obligations of each Canadian Guarantor hereunder shall not be released, discharged or otherwise affected or impaired by, and each Guarantor hereby waives any rights (including rights to notice), which such Canadian Guarantor might otherwise have as a result of or in connection with any of the following: (i) any extension, renewal, refinancing, settlement, adjustment, alteration, indulgence, forbearance, compromise, acceleration, increase, decrease, waiver or release in respect of any Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Guaranteed Obligation or any other amendment, supplement, or modification to, or waiver of any provision of, the Credit Agreement, the Notes, any other Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation or the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Guaranteed Obligation or any release of any Other Loan Party or any other guarantor or guarantors of any Guaranteed Obligation; (iv) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Loan Party; or any change, restructuring or termination of the corporate structure or existence of any Other Loan Party; or any sale, lease or transfer of any or all of the assets of any Other Loan Party; or any change in the shareholders, partners, or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (v) the existence of any claim, set-off or other right (other than a defense of payment or performance) which any Canadian Guarantor may have at any time against any Other Loan Party, any Agent, any other Secured Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Other Loan Party for any reason of the Credit Agreement, any Note, any other Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation or any provision of applicable Law purporting to prohibit the payment by any Other Loan Party of any Guaranteed Obligation, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Law, the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Loan Party, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (vii) any failure by any Agent or any other Secured Party: (A) to assert, file or enforce a claim or demand or to exercise any right or remedy against any Other Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Other Loan Party of any new or additional indebtedness or obligation under or with respect to the Guaranteed Obligations; (C) to commence any action against any Other Loan Party; (D) to disclose to any Canadian Guarantor any facts which such Agent or such other Secured Party may now or hereafter know with regard to any Other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any Collateral securing the Guaranteed Obligations; (viii) any direction as to application of payment by any Other Loan Party or any other Person; (ix) any subordination by any Secured Party of the payment of any Guaranteed Obligation to the payment of any other liability (whether matured or unmatured) of any Other Loan Party to its creditors; (x) any act or failure to act by the Administrative Agent or any other Secured Party under this Agreement or otherwise which may deprive any Canadian Guarantor of any right to subrogation, contribution or reimbursement against any Other Loan Party or any right to recover full indemnity for any payments made by such Canadian Guarantor in respect of the Guaranteed Obligations; (xi) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any Letter of Credit, Collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (xii) the fact that all or any of the Guaranteed Obligations cease to exist by operation of Law, including by way of a discharge, limitation or tolling thereof under applicable Debtor Relief Laws; (xiii) any right that any Canadian Guarantor may now or hereafter have under the PPSA or otherwise to unimpaired Collateral; (xiv) any payment by any Other Loan Party to the Administrative Agent, any other Agent or any other Secured Party being held to constitute a preference under Title 11 of the United States Code or any similar federal, foreign, provincial, state or local Law, or for any reason any Agent or any other Secured Party being required to refund such payment or pay such amount to any Other Loan Party or any other Person; (xv) any full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, directly or indirectly, jointly, severally or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof; or (xvi) any other act or omission to act or delay of any kind by any Loan Party, the Administrative Agent or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Canadian Guarantor’s obligations hereunder.

Guarantee Not Affected, Etc. Without limiting the generality of the foregoing, the obligations of each Canadian Guarantor hereunder shall not be released, discharged or otherwise affected or impaired by, and each Guarantor hereby waives any rights (including rights to notice), which such Canadian Guarantor might otherwise have as a result of or in connection with any of the following: (i) any extension, renewal, refinancing, settlement, adjustment, alteration, indulgence, forbearance, compromise, acceleration, increase, decrease, waiver or release in respect of any Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Guaranteed Obligation or any other amendment, supplement, or modification to, or waiver of any provision of, the Credit Agreement, the Notes, any other Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation or the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Guaranteed Obligation or any release of any Other Loan Party or any other guarantor or guarantors of any Guaranteed Obligation; (iv) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Loan Party; or any change, restructuring or termination of the corporate structure or existence of any Other Loan Party; or any sale, lease or transfer of any or all of the assets of any Other Loan Party; or any change in the shareholders, partners, or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (v) the existence of any claim, set-off or other right (other than a defense of payment or performance) which any Canadian Guarantor may have at any time against any Other Loan Party, any Agent, any other Secured Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Other Loan Party for any reason of the Credit Agreement, any Note, any other Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation or any provision of applicable Law purporting to prohibit the payment by any Other Loan Party of any Guaranteed Obligation, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Law, the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Loan Party, the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (vii) any failure by any Agent or any other Secured Party: (A) to assert, file or enforce a claim or demand or to exercise any right or remedy against any Other Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Other Loan Party of any new or additional indebtedness or obligation under or with respect to the Guaranteed Obligations; (C) to commence any action against any Other Loan Party; (D) to disclose to any Canadian Guarantor Other Loan Party any facts which such Agent or such other Secured Party may now or hereafter know with regard to any Other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any Collateral securing the Guaranteed Obligations; (viii) any direction as to application of payment by any Other Loan Party or any other Person; (ix) any subordination by any Secured Party of the payment of any Guaranteed Obligation to the payment of any other liability (whether matured or unmatured) of any Other Loan Party to its creditors; (x) any act or failure to act by the Administrative Agent or any other Secured Party under this Agreement or otherwise which may deprive any Canadian Guarantor of any right to subrogation, contribution or reimbursement against any Other Loan Party or any right to recover full indemnity for any payments made by such Canadian Guarantor in respect of the Guaranteed Obligations; (xi) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any Letter of Credit, Collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (xii) the fact that all or any of the Guaranteed Obligations cease to exist by operation of Law, including by way of a discharge, limitation or tolling thereof under applicable Debtor Relief Laws; (xiii) any right that any Canadian Guarantor may now or hereafter have under the PPSA or otherwise to unimpaired Collateral; (xiv) any payment by any Other Loan Party to the Administrative Agent, any other Agent or any other Secured Party being held to constitute a preference under Title 11 of the United States Code or any similar federal, foreign, provincial, state or local Law, or for any reason any Agent or any other Secured Party being required to refund such payment or pay such amount to any Other Loan Party or any other Person; (xv) any full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, directly or indirectly, jointly, severally or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof; or (xvi) any other act or omission to act or delay of any kind by any Loan Party, the Administrative Agent or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Canadian Guarantor’s obligations hereunder.