Common use of Guarantee Unconditional Clause in Contracts

Guarantee Unconditional. The Guarantor’s obligations hereunder are continuing, absolute and unconditional, regardless of any facts or circumstances which might otherwise constitute a legal or equitable discharge of, or a defense for, a guarantor or surety. This absolute, continuing, unconditional, and unrestricted guaranty is a guaranty of payment and not a guaranty of collection. Upon Borrowers’ failure to pay the Guaranteed Obligations promptly when due, Bank, at its sole option, may proceed against the Guarantor to collect the Guaranteed Obligations, with or without proceeding against the Borrowers, any co-maker or co-surety or co-Guarantor, any indorser or any collateral held as security for the Guaranteed Obligations. Any and all payments upon the Guaranteed Obligations made by the Borrowers, the undersigned, or any other person, and the proceeds of any and all collateral securing the payment of the Guaranteed Obligations and this Guaranty, may be applied by Bank in whatever manner it may determine in its sole discretion. Without limiting the generality of the foregoing, the Guarantor agrees that the Bank may take the following actions, without the knowledge or consent of the Guarantor and without affecting the liability of the Guarantor under this Guaranty: (a) The Note or any other Loan Document may be modified or amended, and all or any component of Guaranteed Obligations may be renewed or the maturity may be extended from time to time at any rate or rates of interest; (b) Property now or hereafter held as security for or pertaining to the Guaranteed Obligations may be sold, exchanged, surrendered or otherwise dealt with by the Bank; and (c) Settlements, compromises, compositions, accounts stated and agreed balances pertaining to the Guaranteed Obligations may be affected in good faith between the Bank and the Borrowers. In addition, the Guarantor agrees that its obligations hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or affected by: (i) any exercise or nonexercise, or delay in exercising, any right, power or remedy under or in respect of the Note, this Guaranty or any other Loan Document, or any waiver, consent, indulgence or other action (or inaction) in respect of any of the same; (ii) any bankruptcy, insolvency, arrangement, composition or similar proceedings commenced by or against either Borrower; (iii) any failure to perfect, or any release or waiver of, any rights or security furnished to the Bank with respect to any of the Guaranteed Obligations; (iv) the genuineness, validity or enforceability of any of the Loan Documents; (v) any limitations of liability of the Borrowers which may be provided in any Loan Document; or (vi) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety.

Guarantee Unconditional. The Guarantor’s obligations hereunder are continuingThis Guarantee shall not be impaired by any modification, absolute and unconditionalsupplement, regardless extension or amendment of any facts contract or circumstances agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the Guaranteed Obligations or of any security therefore to which the parties thereto may hereafter agree, nor by any agreements or arrangements whatever with the Corporation or anyone else. The liability of the Guarantor hereunder is direct and unconditional and may be enforced without requiring the Trustee first to resort to any other right or security. The obligation of the Guarantor hereunder shall be irrevocable and unconditional irrespective of, shall not be affected or limited by, and shall not be subject to any defense, set-off, counterclaim or termination by reason of: (i) the legality, genuineness, validity, regularity or enforceability of this Guarantee or the liabilities of the Corporation guaranteed hereby; (ii) any provision of applicable law or regulation prohibiting the payment by the Corporation of the Guaranteed Obligations; or (iii) any other fact or circumstance which might otherwise constitute a legal defense to a guarantee including without limitation, the failure by the Trustee to perfect or equitable discharge of, continue the perfection of any security interest securing all or a defense for, a guarantor or surety. This absolute, continuing, unconditional, and unrestricted guaranty is a guaranty any part of payment and not a guaranty of collection. Upon Borrowers’ failure to pay the Guaranteed Obligations promptly when due, Bank, at its sole option, may proceed against the Guarantor to collect the Guaranteed Obligations, with the invalidity or without proceeding against the Borrowers, any co-maker or co-surety or co-Guarantor, any indorser or any collateral held as security for the Guaranteed Obligations. Any and all payments upon the Guaranteed Obligations made by the Borrowers, the undersigned, or any other person, and the proceeds unenforceability of any and all collateral securing the payment of the Guaranteed Obligations and this Guaranty, may be applied by Bank in whatever manner it may determine in its sole discretion. Without limiting the generality of the foregoing, the Guarantor agrees that the Bank may take the following actions, without the knowledge or consent of the Guarantor and without affecting the liability of the Guarantor under this Guaranty: (a) The Note or any other Loan Document may be modified or amended, and all or any component of Guaranteed Obligations may be renewed or the maturity may be extended from time to time at any rate or rates of interest; (b) Property now or hereafter held as security for or pertaining to the Guaranteed Obligations may be sold, exchanged, surrendered or otherwise dealt with by the Bank; and (c) Settlements, compromises, compositions, accounts stated and agreed balances pertaining to the Guaranteed Obligations may be affected in good faith between the Bank and the Borrowers. In addition, the Guarantor agrees that its obligations hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or affected by: (i) any exercise or nonexercise, or delay in exercising, any right, power or remedy under or in respect of the Note, this Guaranty or any other Loan Document, or any waiver, consent, indulgence or other action (or inaction) in respect of any of the same; (ii) any bankruptcy, insolvency, arrangement, composition or similar proceedings commenced by or against either Borrower; (iii) any failure to perfect, or any release or waiver of, any rights or security furnished to the Bank with respect to any of the Guaranteed Obligations; (iv) , or the genuineness, validity or enforceability release of any party guaranteeing all or a portion of the Loan Documents; (v) Guaranteed Obligations. The Guarantor confirms that in executing and delivering this Guarantee it has not relied on any limitations of liability representation, warranty or other statement or agreement by the Trustee. All recourses of the Borrowers which may Trustee hereunder shall be provided exercised in any Loan Document; or (vi) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or suretyaccordance with its powers under the Original Trust Indenture.

Guarantee Unconditional. The Guarantor’s Guarantors’ obligations hereunder are continuing, absolute and unconditional, regardless of any facts or circumstances which might otherwise constitute a legal or equitable discharge of, or a defense for, a guarantor Guarantor or surety. This absolute, continuing, unconditional, and unrestricted guaranty is a guaranty of payment and not a guaranty of collection. Upon Borrowers’ failure to pay the Guaranteed Obligations promptly when due, Bank, at its sole option, may proceed against the Guarantor Guarantors to collect the Guaranteed Obligations, with or without proceeding against the Borrowers, any co-maker or co-surety or co-GuarantorGuarantors, any indorser or any collateral held as security for the Guaranteed Obligations. Any and all payments upon the Guaranteed Obligations made by the Borrowers, the undersigned, or any other person, and the proceeds of any and all collateral securing the payment of the Guaranteed Obligations and this Guaranty, may be applied by Bank in whatever manner it may determine in its sole discretion. Without limiting the generality of the foregoing, the Guarantor agrees Guarantors agree that the Bank may take the following actions, without the knowledge or consent of the Guarantor Guarantors and without affecting the liability of the Guarantor Guarantors under this Guaranty: (a) The Note or any other Loan Document may be modified or amended, and all or any component of Guaranteed Obligations may be renewed or the maturity may be extended from time to time at any rate or rates of interest; (b) Property now or hereafter held as security for or pertaining to the Guaranteed Obligations may be sold, exchanged, surrendered or otherwise dealt with by the Bank; and (c) Settlements, compromises, compositions, accounts stated and agreed balances pertaining to the Guaranteed Obligations may be affected in good faith between the Bank and the Borrowers. In addition, the Guarantor agrees Guarantors agree that its their obligations hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or affected by: (i) any exercise or nonexercise, or delay in exercising, any right, power or remedy under or in respect of the Note, this Guaranty or any other Loan Document, or any waiver, consent, indulgence or other action (or inaction) in respect of any of the same; (ii) any bankruptcy, insolvency, arrangement, composition or similar proceedings commenced by or against either Borrower; (iii) any failure to perfect, or any release or waiver of, any rights or security furnished to the Bank with respect to any of the Guaranteed Obligations; (iv) the genuineness, validity or enforceability of any of the Loan Documents; (v) any limitations of liability of the Borrowers which may be provided in any Loan Document; or (vi) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor Guarantor or surety.

Guarantee Unconditional. (a) Subject to Section 12.01(b), each Guarantor hereby absolutely, irrevocably and unconditionally guarantees the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Company Obligations. The Guarantor’s obligations hereunder are continuing, absolute and unconditional, regardless agreements of any facts or circumstances which might otherwise each Guarantor under this Section 12 constitute a legal or equitable discharge of, or a defense for, a guarantor or surety. This absolute, continuing, unconditionalguarantee of payment, and unrestricted guaranty is a guaranty no Bank shall have any obligation to enforce this Credit Agreement or any other Basic Document or exercise any right or remedy with respect to any collateral security thereunder by any action, including making or perfecting any claim against any Person or any collateral security for any of payment and not a guaranty the Company Obligations prior to being entitled to the benefits of collectionthis Credit Agreement. Upon Borrowers’ failure to pay the Guaranteed Obligations promptly when due, BankThe Agent may, at its sole option, may proceed against the Guarantors, or any one or more of them, in the first instance, to enforce the Guarantor to collect the Guaranteed Obligations, with or Obligations without first proceeding against the Borrowers, any co-maker or co-surety or co-Guarantor, any indorser or any collateral held as security for the Guaranteed Obligations. Any and all payments upon the Guaranteed Obligations made by the Borrowers, the undersigned, Company or any other personPerson, and without first resorting to any other rights or remedies, as the proceeds Agent may deem advisable. In furtherance hereof, if any Bank is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Company Obligation in accordance with its terms, such Bank shall be entitled to receive hereunder from the Guarantors after demand therefor, the sums that would have been otherwise due had such collection or enforcement not been prevented or hindered. (b) Notwithstanding anything to the contrary contained herein, the maximum aggregate amount of the obligations of each Guarantor hereunder shall not, as of any date of determination, exceed the lesser of (i) the greatest amount that is valid and all collateral securing enforceable against such Guarantor under principles of New York State contract law, and (ii) the payment greatest amount that would not render such Guarantor's liability hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Guaranteed Obligations and this GuarantyUnited States Code or any provisions of applicable state law (collectively, may be applied by Bank the "Fraudulent Transfer Laws"), in whatever manner it may determine each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liability (A) in its sole discretion. Without limiting respect of intercompany indebtedness to the generality Company or any affiliate or subsidiary of the foregoingCompany, to the extent that such intercompany indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and (B) under any guarantee of (1) senior unsecured indebtedness, or (2) indebtedness subordinated in right of payment to any Company Obligation, in either case that contains a limitation as to maximum liability similar to that set forth in this Section 12.01(b) and pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum liability) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to applicable law or any agreement providing for an equitable allocation among such Guarantor and other affiliates or subsidiaries of the Company of obligations arising under guarantees by such parties. (c) Each Guarantor agrees that the Bank may take the following actions, without the knowledge or consent of the Guarantor and without affecting the liability of the Guarantor under this Guaranty: (a) The Note or any other Loan Document may be modified or amended, and all or any component of Guaranteed Obligations may be renewed or the maturity may be extended at any time and from time to time at any rate or rates of interest; (b) Property now or hereafter held as security for or pertaining to exceed the Guaranteed Obligations may be sold, exchanged, surrendered or otherwise dealt with by the Bank; and (c) Settlements, compromises, compositions, accounts stated and agreed balances pertaining to the Guaranteed Obligations may be affected in good faith between the Bank and the Borrowers. In addition, the Guarantor agrees that its obligations hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or affected by: (i) any exercise or nonexercise, or delay in exercising, any right, power or remedy under or in respect maximum aggregate amount of the Note, obligations of such Guarantor hereunder without impairing this Guaranty Credit Agreement or any other Loan Document, or any waiver, consent, indulgence or other action (or inaction) in respect affecting the rights and remedies of any of the same; (ii) any bankruptcy, insolvency, arrangement, composition or similar proceedings commenced by or against either Borrower; (iii) any failure to perfect, or any release or waiver of, any rights or security furnished to the Bank with respect to any of the Guaranteed Obligations; (iv) the genuineness, validity or enforceability of any of the Loan Documents; (v) any limitations of liability of the Borrowers which may be provided in any Loan Document; or (vi) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or suretyhereunder.

Guarantee Unconditional. The Guarantor’s obligations hereunder are continuingGuarantee shall not be impaired by any modification, absolute and unconditionalsupplement, regardless extension or amendment of any facts contract or circumstances agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the Guaranteed Obligations or of any security therefore to which the parties thereto may hereafter agree, nor by any agreements or arrangements whatever with Xxxx-MTS or Xxxx Canada or anyone else. The liability of the Guarantor hereunder is direct and unconditional and may be enforced without requiring the Trustee first to resort to any other right or security. The obligation of the Guarantor hereunder shall be irrevocable and unconditional irrespective of, shall not be affected or limited by, and shall not be subject to any defense, set-off, counterclaim or termination by reason of (i) the legality, genuineness, validity, regularity or enforceability of this Guarantee or the liabilities of Xxxx Canada and Xxxx-MTS guaranteed hereby; (ii) any provision of applicable law or regulation prohibiting the payment by Xxxx Canada or Xxxx-MTS of the Guaranteed Obligations; or (iii) any other fact or circumstance XXXX 00000000 which might otherwise constitute a legal defense to a guarantee including without limitation, the failure by the Trustee to perfect or equitable discharge of, continue the perfection of any security interest securing all or a defense for, a guarantor or surety. This absolute, continuing, unconditional, and unrestricted guaranty is a guaranty any part of payment and not a guaranty of collection. Upon Borrowers’ failure to pay the Guaranteed Obligations promptly when due, Bank, at its sole option, may proceed against the Guarantor to collect the Guaranteed Obligations, with the invalidity or without proceeding against the Borrowers, any co-maker or co-surety or co-Guarantor, any indorser or any collateral held as security for the Guaranteed Obligations. Any and all payments upon the Guaranteed Obligations made by the Borrowers, the undersigned, or any other person, and the proceeds unenforceability of any and all collateral securing the payment of the Guaranteed Obligations and this Guaranty, may be applied by Bank in whatever manner it may determine in its sole discretion. Without limiting the generality of the foregoing, the Guarantor agrees that the Bank may take the following actions, without the knowledge or consent of the Guarantor and without affecting the liability of the Guarantor under this Guaranty: (a) The Note or any other Loan Document may be modified or amended, and all or any component of Guaranteed Obligations may be renewed or the maturity may be extended from time to time at any rate or rates of interest; (b) Property now or hereafter held as security for or pertaining to the Guaranteed Obligations may be sold, exchanged, surrendered or otherwise dealt with by the Bank; and (c) Settlements, compromises, compositions, accounts stated and agreed balances pertaining to the Guaranteed Obligations may be affected in good faith between the Bank and the Borrowers. In addition, the Guarantor agrees that its obligations hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or affected by: (i) any exercise or nonexercise, or delay in exercising, any right, power or remedy under or in respect of the Note, this Guaranty or any other Loan Document, or any waiver, consent, indulgence or other action (or inaction) in respect of any of the same; (ii) any bankruptcy, insolvency, arrangement, composition or similar proceedings commenced by or against either Borrower; (iii) any failure to perfect, or any release or waiver of, any rights or security furnished to the Bank with respect to any of the Guaranteed Obligations; (iv) , or the genuineness, validity or enforceability release of any party guaranteeing all or a portion of the Loan Documents; (v) Guaranteed Obligations. The Guarantor confirms that in executing and delivering this Guarantee it has not relied on any limitations of liability representation, warranty or other statement or agreement by the Trustee. All recourses of the Borrowers which may Trustee hereunder shall be provided exercised in any Loan Document; or (vi) any other circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or suretyaccordance with its powers under the Indenture.