Common use of Guarantee Unconditional Clause in Contracts

Guarantee Unconditional. The obligations of each Guarantor under this Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) of any Loan Party under the Loan Documents and/or any Commitment(s) under the Loan Documents, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI); (b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement); (c) any release, impairment, non-perfection or invalidity of any Collateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Person, or any event of the type described in Section 9.01(g), (h) or (i) with respect to any Person; (e) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Loan Party, any Secured Party or any other Person, whether in connection herewith or with any unrelated transactions; (f) any invalidity or unenforceability relating to or against any Loan Party for any reason of any Loan Document, or any provision of Applicable Law purporting to prohibit the performance by any Loan Party of any of its obligations under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor under this Article XI); or (g) any other act or omission to act or delay of any kind by any Loan Party, any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section 11.02, constitute a legal or equitable discharge of the obligations of any Loan Party under the Loan Documents.

Guarantee Unconditional. The obligations of each Guarantor under this Article ‎Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) of any Loan Party under the Loan Documents and/or any Commitment(s) under the Loan Documents, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article ‎Article XI); (b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article ‎Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement); (c) any release, impairment, non-perfection or invalidity of any Collateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Person, or any event of the type described in Section ‎Section 9.01(g), (h‎(h) or (i‎(i) with respect to any Person; (e) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Loan Party, any Secured Party or any other Person, whether in connection herewith or with any unrelated transactions; (f) any invalidity or unenforceability relating to or against any Loan Party for any reason of any Loan Document, or any provision of Applicable Law purporting to prohibit the performance by any Loan Party of any of its obligations under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor under this Article ‎Article XI); or (g) any other act or omission to act or delay of any kind by any Loan Party, any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section ‎Section 11.02, constitute a legal or equitable discharge of the obligations of any Loan Party under the Loan Documents.

Guarantee Unconditional. The obligations of each the Guarantor under this Article XI hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) obligation of any Loan Party the Issuer under the Loan Documents and/or Subscription Agreement or any Commitment(s) under the Loan DocumentsConvertible Note, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement)Convertible Note; (c) any release, impairment, non-perfection or invalidity of any Collateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Personthe Issuer, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the type described Issuer contained in Section 9.01(g), (h) this Agreement or (i) with respect to any PersonConvertible Note; (ed) the existence of any claim, set-set off or other rights that any which the Guarantor may have at any time against any Loan Partythe Issuer, any Secured Party the Holder or any other Personperson, whether in connection herewith with this Agreement or with any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity, or unenforceability relating to or against any Loan Party the Issuer for any reason of any Loan Document, this Agreement or any provision of Applicable Law purporting to prohibit the performance by any Loan Party of any of its obligations under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor under this Article XI)Convertible Note; or (gf) any other act or omission to act or delay of any kind by any Loan Partythe Issuer, any Secured Party the Holder or any other Person person or any other circumstance whatsoever that which might, but for the provisions of this Section 11.02paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Loan Party under the Loan Documentshereunder.

Guarantee Unconditional. The obligations of each Cable Guarantor under this Article XI shall be hereunder with respect to the Securities are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) obligation of any Loan Party the Company under the Loan Documents and/or any Commitment(s) under the Loan DocumentsIndenture or such Security, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (b) any modification or amendment of or supplement to this Agreement the Indenture or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement)Security; (c) any release, impairment, non-perfection or invalidity of any Collateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Personthe obligor, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the type described Company contained in Section 9.01(g), (h) the Indenture or (i) with respect to any Personsuch Security; (ed) the existence of any claim, set-off or other rights that which any Cable Guarantor may have at any time against any Loan Partythe Company, the Trustee, any Secured Party other Cable Guarantor or any other Person, whether in connection herewith with the Indenture or with any an unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any Loan Party the Company for any reason of any Loan Documentthe Indenture or such Security, or any provision of Applicable Law applicable law or regulation purporting to prohibit the performance payment by the Company of the principal of or interest on such Security or any Loan Party of any of its obligations other amount payable by the Company under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor under this Article XI)Indenture; or (gf) any other act or omission to act or delay of any kind by any Loan Partythe Company, any Secured Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section 11.02paragraph, constitute a legal or equitable discharge of the or defense to such Cable Guarantor's obligations of any Loan Party under the Loan Documentshereunder.

Guarantee Unconditional. The Other than as provided for in Article 8 and this Article 12, the obligations of each Guarantor under this Article XI shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, except pursuant to Article 8, or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) obligation of the Issuer under this Indenture or any Loan Party under the Loan Documents and/or any Commitment(s) under the Loan DocumentsNote, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (b2) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement)Note; (c) any release, impairment, non-perfection or invalidity of any Collateral; (d3) any change in the corporate existence, structure or ownership of any Loan Party or any other Personthe Issuer, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the type described Issuer contained in Section 9.01(g), (h) this Indenture or (i) with respect to any PersonNote; (e4) the existence of any claim, set-off or other rights that any which the Guarantor may have at any time against any Loan Partythe Issuer, any Secured Party the Trustee or any other Person, whether in connection herewith with this Indenture or with any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any Loan Party the Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the performance payment by the Issuer of the principal of or interest on any Loan Party of Note or any of its obligations under other amount payable by the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor Issuer under this Article XI)Indenture; or (g6) any other act or omission to act or delay of any kind by any Loan Partythe Issuer, any Secured Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section 11.02paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Loan Party under the Loan Documentshereunder.

Guarantee Unconditional. The obligations of each the Performance Guarantor under this Article XI shall be 8 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, diminished, limited, impaired or otherwise affected by:by (and the Performance Guarantor hereby waives, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation(s) of any Loan Party under the Loan Documents and/or any Commitment(s) under the Loan DocumentsObligation, by operation of law security, person or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed the Obligations made in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor Transaction Documents or otherwise, including, without limitation, any increase or decrease in any amount payable under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement); (c) any release, impairment, non-perfection or invalidity of any Collateraldirect, indirect or collateral security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business or ownership control of any Loan Party the Seller or PHH VMS or any other Personperson, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or PHH VMS or any other person, or any of the type described in Section 9.01(g), (h) or (i) with respect to any Persontheir assets; (e) the existence of any claim, set-off or other rights that any which the Performance Guarantor may have at any time against any Loan Partythe Seller or PHH VMS, any Secured Party the Trust, or any other Personperson, whether in connection herewith or with any unrelated transactions; (f) any invalidity invalidity, illegality or unenforceability relating to or against any Loan Party for any reason of any Loan Document, the Seller or PHH VMS or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment or performance by the Seller or PHH VMS of any Loan Party Obligation including, the payment of any principal or interest; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of the Trust to payment and performance of the Obligations; (h) any release, substitution or addition of any co-signer, endorser or other guarantor, including, without limitation, the Seller or PHH VMS, of any of its obligations under the Loan Documents Obligations; (i) any defence arising by reason of any failure by the Trust to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of any of the following: acceptance of this Agreement, partial payment or non-payment, a partial performance or non-performance of all or any part of the Obligations and the existence, creation or incurring of new or additional Obligations; (j) any defence arising by reason of any failure by the Trust to proceed against the Seller or PHH VMS or any other person, to proceed against, apply or exhaust any security held, or granted by or from the Seller or PHH VMS or any other person, for any of the Obligations, to proceed against, apply or exhaust any security held from the Performance Guarantor or any other person for this Agreement or to pursue any other remedy in the power of the Trust whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority or other defence of the Seller or PHH VMS or any other person, or by reason of any limitation, postponement, prohibition on the Trust’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Seller or PHH VMS or any other person, with respect to all or any part of the Obligations, or by reason of any act or omission of the Trust or others which directly or indirectly results in the discharge or release of the Seller or PHH VMS or any other person, of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Trust to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Seller or PHH VMS or any other person, or by reason of any interest of the Trust in any property, whether as owner, lessee or bailee thereof or as the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Trust of any right to recourse or collateral; (n) any defence arising by reason of the failure by the Trust to marshal any assets; (o) any defence based upon any failure by the Trust to give to the Seller or PHH VMS or the Performance Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such invalidity property, or unenforceability any failure of the Trust to comply with respect solely any provision of applicable law in enforcing any security interest in or lien upon any such property, including, without limitation, any failure by the Trust to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the obligations Seller or PHH VMS or any other person, or any security, whether negligently or improvidently or not, or any failure to do so; (q) any defence based upon or arising out of each Guarantor under this Article XI)any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller or PHH VMS or any other person, or any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (gr) any other act or omission to act or delay of any kind by any Loan Partythe Seller or PHH VMS, any Secured Party the Trust or any other Person person, or any other circumstance whatsoever that whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 11.028.4, constitute a legal or equitable discharge discharge, limitation or reduction of the Performance Guarantor’s obligations hereunder (other than the payment and extinguishment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers by the Performance Guarantor will be effective) even if the effect of any Loan Party under action (or failure to take action) by the Loan DocumentsTrust is to destroy or diminish the Performance Guarantor’s subrogation rights, the Performance Guarantor’s right to proceed against the Seller or PHH VMS for reimbursement, the Performance Guarantor’s right to recover contribution from any other guarantor or any other right or remedy which may be available to the Performance Guarantor.

Guarantee Unconditional. The obligations of each Guarantor under this Article XI shall be hereunder with respect to a series of Securities are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) obligation of any Loan Party the Issuer under the Loan Documents and/or any Commitment(s) under the Loan DocumentsIndenture or such Security, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (b) any modification or amendment of or supplement to this Agreement the Indenture or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement)Security; (c) any release, impairment, non-perfection or invalidity of any Collateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Personthe obligor, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the type described Issuer contained in Section 9.01(g), (h) the Indenture or (i) with respect to any Personsuch Security; (ed) the existence of any claim, set-off or other rights that which any Guarantor may have at any time against any Loan Partythe Issuer, the Trustee, any Secured Party other Guarantor or any other Person, whether in connection herewith with the Indenture or with an unrelated transaction, provided that nothing herein prevents the assertion of any unrelated transactionssuch claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any Loan Party the Issuer for any reason of any Loan Documentthe Indenture or such Security, or any provision of Applicable Law applicable law or regulation purporting to prohibit the performance payment by the Issuer of the principal of or interest on such Security or any Loan Party of any of its obligations other amount payable by the Issuer under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor under this Article XI)Indenture; or (gf) any other act or omission to act or delay of any kind by any Loan Partythe Issuer, any Secured Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section 11.02paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Loan Party under the Loan Documentshereunder.

Guarantee Unconditional. The obligations of each Guarantor under this Article XI shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by: (aA) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) obligation of the Company under this Indenture or any Loan Party under the Loan Documents and/or any Commitment(s) under the Loan DocumentsNote, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (bB) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement)Note; (c) any release, impairment, non-perfection or invalidity of any Collateral; (dC) any change in the corporate existence, structure or ownership of any Loan Party or any other Personthe Company, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the type described Company contained in Section 9.01(g), (h) this Indenture or (i) with respect to any PersonNote; (eD) the existence of any claim, set-off or other rights that any which the Guarantor may have at any time against any Loan Partythe Company, any Secured Party the Trustee or any other Person, whether in connection herewith with this Indenture or with any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fE) any invalidity or unenforceability relating to or against any Loan Party the Company for any reason of this Indenture or any Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the performance payment by the Company of the principal of or interest on any Loan Party of Note or any of its obligations under other amount payable by the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor Company under this Article XI)Indenture; or (gF) any other act or omission to act or delay of any kind by any Loan Partythe Company, any Secured Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section 11.02paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Loan Party under the Loan Documentshereunder.

Guarantee Unconditional. The obligations of each Guarantor under this Article XI shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation(s) obligation of any Loan Party the Company under the Loan Documents and/or Indenture, any Commitment(s) under the Loan DocumentsSecurity Document or any Note, by operation of law or otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI)otherwise; (b2) any modification or amendment of or supplement to this Agreement the Indenture, any Security Document or any other Loan Document (other than (i) with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the obligations of each Guarantor under this Article XI, (ii) an agreement to which such Guarantor is a party, or (iii) a release of a Guarantor pursuant to the terms of this Agreement)Note; (c) any release, impairment, non-perfection or invalidity of any Collateral; (d3) any change in the corporate existence, structure or ownership of any Loan Party or any other Personthe Company, or any event insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the type described Company contained in Section 9.01(g)the Indenture, (h) any Security Document or (i) with respect to any PersonNote; (e4) the existence of any claim, set-off or other rights that any which the Guarantor may have at any time against any Loan Partythe Company, any Secured Party the Trustee or any other Person, whether in connection herewith with the Indenture or with any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any Loan Party the Company for any reason of the Indenture, any Loan DocumentSecurity Document or any Note, or any provision of Applicable Law applicable law or regulation purporting to prohibit the performance payment by the Company of the principal of or interest on any Loan Party of Note or any of its obligations other amount payable by the Company under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the obligations of each Guarantor under this Article XI)Indenture; or (g6) any other act or omission to act or delay of any kind by any Loan Partythe Company, any Secured Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section 11.02paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Loan Party under the Loan Documentshereunder.