Common use of Guarantee Unaffected Clause in Contracts

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms “Guarantor”, and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Guarantor’s continuing liability under this Guarantee and such Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms “Domestic Guarantor”, and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Domestic Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Domestic Guarantor’s continuing liability under this Guarantee and such Domestic Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms “Guarantor”, ” and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Guarantor’s continuing liability under this Guarantee and such Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This The Guarantee shall will not be determined or affected, or the Guaranteed PartiesLenders’ rights under this the Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of any Loan PartyBorrower, or any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan PartyBorrower, with respect to transactions occurring either before or after such change. This The Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Partythe Borrowers, notwithstanding any reorganization of any Loan Party Borrower or any Additional Guarantor or the amalgamation of any Loan Party Borrower or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall will extend to the liabilities of the resulting corporation and the terms “Guarantor”, Borrower” and “Additional Guarantor” shall ”, as applicable, will include such resulting corporation) or any sale or disposal of any Loan PartyBorrower’s or the any Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall will be included in the Guaranteed Obligations. Each The Guarantor agrees that the manner in which the Guaranteed Parties Lenders may now or subsequently deal with any other Loan Party the Borrowers on the Effective Date or thereafter, any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall will have no effect on any the Guarantor’s continuing liability under this Guarantee and such the Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law Law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms term “Guarantor”, and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Guarantor’s continuing liability under this Guarantee and such Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This The Guarantee shall not be determined or affected, or the Guaranteed Parties’ Lender’s rights under this the Guarantee prejudiced by, the termination of any Guaranteed Obligations (other than as a result of the prepayment or repayment in full thereof) by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of any Loan Partythe Borrower, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Partythe Borrower, with respect to transactions occurring either before or after such change. This The Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Partythe Borrower, notwithstanding any reorganization of the Borrower, any Loan Party Guarantor or any Additional Guarantor or the amalgamation of any Loan Party the Borrower, a Guarantor or any Additional Guarantor with one or more other corporations (in this case, this the Guarantee shall extend to the liabilities of the resulting corporation and the terms “GuarantorBorrower”, “Guarantor” and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Partythe Borrower’s, a Guarantor’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Guaranteed Parties Lender may now or subsequently deal with any other Loan Party or the Borrower, any Additional Guarantor or any security (or any collateral Collateral subject to the securitySecurity) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any such Guarantor’s continuing liability under this the Guarantee and such each Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person person or Persons persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms “Domestic Guarantor”, and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Domestic Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Domestic Guarantor’s continuing liability under this Guarantee and such Domestic Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. (a) This Guarantee shall not be determined or affected, or the Guaranteed Parties’ Secured Party’s or any Lender’s rights under this Guarantee prejudiced by, the termination termination, compromise, reduction, extinguishment or disallowance of any of the Guaranteed Obligations by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, winding-up, liquidation or dissolution of the Borrower or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Partythe Borrower, with respect to transactions occurring either before or after such change. . (b) This Guarantee is shall: (i) bind the Person or Persons for the time being and from time to time carrying on the business now carried on by any Guarantor, notwithstanding any reorganization of any Guarantor or the amalgamation of any Guarantor with one or more other corporations (in this case, this Guarantee shall bind the resulting corporation and the terms “Guarantor” and “Guarantors”, as applicable, shall include such resulting corporation); and (ii) extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, the Borrower notwithstanding any reorganization or merger of any Loan Party or any Additional Guarantor Borrower or the amalgamation of any Loan Party or any Additional Guarantor the Borrower with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms term “Guarantor”, and “Additional GuarantorBorrower” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. . (c) Each Guarantor agrees that the manner in which the Guaranteed Parties Secured Party or any Lender may now or subsequently deal with the Borrower, any Guarantor or any other Credit Party (as defined in the Loan Party or any Additional Guarantor Agreement) or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Guarantor’s the Guarantors’ continuing liability under this Guarantee and such each Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. (a) This Guarantee shall not be determined or affected, or the Guaranteed Parties’ Administrative Agent’s rights under this Guarantee prejudiced by, the termination termination, compromise, reduction, extinguishment or disallowance of any of the Guaranteed Obligations by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, winding-up, liquidation or dissolution of a Credit Party or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan a Credit Party, with respect to transactions occurring either before or after such change. . (b) This Guarantee is shall: (i) bind the Person or Persons for the time being and from time to time carrying on the business now carried on by the Guarantor, notwithstanding any reorganization of the Guarantor or the amalgamation of the Guarantor with one or more other Persons (in this case, this Guarantee shall bind the resulting Person and the term “Guarantor” shall include such resulting Person); and (ii) extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, each Credit Party notwithstanding any reorganization or merger of any Loan such Credit Party or any Additional Guarantor or the amalgamation of any Loan such Credit Party or any Additional Guarantor with one or more other corporations Persons (in this case, this Guarantee shall extend to the liabilities of the resulting corporation Person and the terms term “Guarantor”, and “Additional GuarantorCredit Party” shall include such resulting corporationPerson) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each . (c) The Guarantor agrees that the manner in which the Guaranteed Parties Administrative Agent may now or subsequently deal with the Guarantor or any other Loan Credit Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any the Guarantor’s continuing liability under this Guarantee and such the Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms “Guarantor”, ” and “Additional Guarantor” shall include such - 149 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Guarantor’s continuing liability under this Guarantee and such Guarantor irrevocably waives any rights it may have in respect of any of the above.

Guarantee Unaffected. This Guarantee shall not be determined or affected, or the Guaranteed Parties’ rights under this Guarantee prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including the bankruptcy, insolvency, dissolution or liquidation of any Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Loan Party, with respect to transactions occurring either before or after such change. This Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Loan Party, notwithstanding any reorganization of any Loan Party or any Additional Guarantor or the amalgamation of any Loan Party or any Additional Guarantor with one or more other corporations (in this case, this Guarantee shall extend to the liabilities of the resulting corporation and the terms “Guarantor”, and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of any Loan Party’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Guaranteed Parties may now or subsequently deal with any other Loan Party or any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on any Guarantor’s continuing liability under - 133 - LEGAL_1:80104424.8 this Guarantee and such Guarantor irrevocably waives any rights it may have in respect of any of the above.