Guaranty Absolute and Unconditional Waivers. The Guarantor waives any and all notice of the creation, renewal, extension, increase or accrual of any of the Obligations and notice of or proof of reliance by the Guaranteed Parties upon this Guaranty or acceptance of this Guaranty, and the Obligations (and any of them) shall conclusively be deemed to have been created, contracted, or incurred and extended, amended, and waived in reliance upon this Guaranty, and all dealings between the Company or the Guarantor and any Guaranteed Party shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment, and notice of default or nonpayment, notice of intention to accelerate maturity, and notice of acceleration of maturity to or upon the Company or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute, completed, unconditional (except as expressly conditioned pursuant to the terms hereof), and irrevocable guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the other Financing Documents, any of the Obligations, or any collateral security or guaranty therefor or right of offset with respect thereto at any time or from time to time held by the Guaranteed Parties, (b) any defense, set-off, or counterclaim which may at any time be available to or be asserted by the Company or any other Person liable for the Obligations against the Guaranteed Parties, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any other Person liable for the Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing any of their rights and remedies against the Guarantor hereunder, the Guaranteed Parties may, but shall be under no obligation to, pursue such rights and remedies as they may have against the Company or any other Person or against any collateral security or guaranty for the Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Parties to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of the Company or any such other Person or any such collateral security, guaranty or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied, or available as a matter of law, of any Guaranteed Party against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Guaranteed Parties, and their respective successors, indorsees, transferees, and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full.
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Guaranty Absolute and Unconditional Waivers. The Each Guarantor waives any and all notice of the creation, renewal, extension, increase extension or accrual of any of the Obligations or the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Parties Lender upon this Guaranty or acceptance of this Guaranty, . The Guaranteed Obligations and the Obligations (and any of them) shall conclusively be deemed to have been created, contractedcontracted or incurred, or incurred and renewed, extended, amendedamended or waived, and waived in reliance upon this Guaranty, and all dealings between the Company or the Guarantor and any Guaranteed Party shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Each Guarantor waives diligence, presentment, protest, demand for payment, payment and notice of default or nonpayment, notice of intention to accelerate maturity, and notice of acceleration of maturity nonpayment to or upon the Company or the Guarantor Borrower with respect to the Obligations. The Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute, completed, absolute and unconditional (except as expressly conditioned pursuant to the terms hereof), and irrevocable guarantee guaranty of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit AgreementNote, the other Financing DocumentsMortgage, any of the Obligations, Loan Documents or any collateral security of the Obligations or guaranty therefor or right of offset with respect thereto at any time or from time to time held by the Guaranteed PartiesObligations, (b) any defense, set-off, off or counterclaim which may at any time may be available to or be asserted by the Company or any other Person liable for the Obligations Borrower against the Guaranteed Parties, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any other Person liable Borrower for the Obligations or the Guaranteed Obligations, or of the any Guarantor under this Guaranty, in bankruptcy or in any other instance, except for payment in full of such Obligations or Guaranteed Obligations. Each Guarantor waives any right to require Lender to proceed against any collateral security in any manner which would preserve any right of subrogation which such Guarantor might have against Borrower and also waives any defense arising from any action by Lender which may limit or affect adversely any such right of subrogation and any defense based on any statutory or other limitation of the amount of any deficiency judgment available to Lender after foreclosure or other proceedings to realize upon any collateral security. When pursuing any of their its rights and remedies against the Guarantor hereunderany Guarantor, the Guaranteed Parties Lender may, but shall be under no obligation to, pursue such rights and remedies as they it may have against the Company Borrower or any other Person person or entity or against any collateral security or guaranty for the Obligations or any right of offset with respect thereto, the Guaranteed Obligations and any failure by the Guaranteed Parties Lender to pursue such other rights or remedies or to collect any payments from the Company Borrower or any such other Person person or entity or to realize upon any such collateral security or guaranty or to exercise any such right of offsetguaranty, or any release of the Company Borrower or any such other Person person or entity or any such collateral security, guaranty security or right of offsetguarantee, shall not relieve the such Guarantor of any liability hereunderliability, and shall not impair or affect the rights and remedies, whether express, implied, or available as a matter remedies of law, of any Guaranteed Party Lender against the such Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor until the Guarantor and its successors and assigns, and shall inure to earlier of (i) the benefit date upon which all the Obligation of Borrower under the Loan Documents are paid in full or (ii) the date upon which the Guaranteed Parties, and their respective successors, indorsees, transferees, and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment are paid in full.
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Guaranty Absolute and Unconditional Waivers. The Each Guarantor waives any and all notice of the creation, renewal, extension, increase extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Parties Collateral Agent or the Trustee upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations (and any of them) shall conclusively be deemed to have been created, contracted, contracted or incurred and extended, amended, amended and waived in reliance upon this Guaranty, and all dealings between Panda Funding, PIC, the Company Guarantors and either the Collateral Agent or the Guarantor and any Guaranteed Party Trustee shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Each Guarantor waives diligence, presentment, protest, demand for payment, payment and notice of default or nonpayment, notice of intention to accelerate maturity, maturity and notice of acceleration of maturity to or upon the Company Panda Funding or the Guarantor PIC with respect to the Guaranteed Obligations. The Each Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute, completed, unconditional (except as expressly conditioned pursuant to the terms hereof), ) and irrevocable guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit AgreementIndenture, the other Financing Transaction Documents, any of the Obligations, Guaranteed Obligations or any collateral security or guaranty therefor or right of offset with respect thereto at any time or from time to time held by the Guaranteed PartiesCollateral Agent, (b) any defense, set-off, off or counterclaim which may at any time be available to or be asserted by the Company Panda Funding, PIC or any other Person liable for the Guaranteed Obligations against the Guaranteed PartiesCollateral Agent or the Trustee, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company Panda Funding or the GuarantorPIC) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company Panda Funding, PIC or any other Person liable for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing any of their its rights and remedies against the Guarantor Panda Funding and PIC hereunder, the Guaranteed Parties Collateral Agent may, but shall be under no obligation to, pursue such rights and remedies as they may have against the Company any Guarantor or any other Person or against any collateral security or guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Parties Collateral Agent to pursue such other rights or remedies or to collect any payments from the Company Panda Funding, PIC or any such other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of the Company Panda Funding, PIC or any such other Person or any such collateral security, guaranty or right of offset, shall not relieve the any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied, implied or available as a matter of law, of the Collateral Agent against any Guaranteed Party against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the each Guarantor and its successors and assigns, and shall inure to the benefit of the Guaranteed Parties, Collateral Agent and their respective its successors, indorseesindorses, transferees, and assigns, until all the Guaranteed Obligations and the obligations of the Guarantor Guarantors under this Guaranty shall have been satisfied by payment in full.
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Guaranty Absolute and Unconditional Waivers. The Guarantor waives any and all notice of the creation, renewal, extension, increase extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Parties Agent or Lenders upon this Guaranty or acceptance of this Guaranty, and the . The Guaranteed Obligations (and any of them) shall conclusively be deemed to have been created, contractedcontracted or incurred, or incurred and renewed, extended, amendedamended or waived, and waived in reliance upon this Guaranty, and all dealings between the Company or the Guarantor and any Guaranteed Party shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment, payment and notice of default or nonpayment, notice of intention to accelerate maturity, and notice of acceleration of maturity nonpayment to or upon the Company or the Guarantor Borrower with respect to the Guaranteed Obligations. The Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute, completed, absolute and unconditional (except as expressly conditioned pursuant to the terms hereof), and irrevocable guarantee guaranty of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Notes, the Credit Agreement, the other Financing DocumentsMortgages, any of the Obligations, Loan Documents or any collateral security or guaranty therefor or right of offset with respect thereto at any time or from time to time held by the Guaranteed PartiesObligations, (b) any defense, set-off, off or counterclaim which may at any time may be available to or be asserted by the Company or any other Person liable for the Obligations Borrower against the Guaranteed Parties, Lenders or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any other Person liable Borrower for the Guaranteed Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance, except for payment in full of such Guaranteed Obligations. Guarantor waives any right to require Agent or Lenders to proceed against any collateral security in any manner which would preserve any right of subrogation which Guarantor might have against Borrower and also waives any defense arising from any action by Agent or Lenders which may limit or affect adversely any such right of subrogation and any defense based on any statutory or other limitation of the amount of any deficiency judgment available to Agent or Lenders after foreclosure or other proceedings to realize upon any collateral security. When pursuing any of their rights and remedies against the Guarantor hereunderGuarantor, the Guaranteed Parties Agent and Lenders may, but shall be under no obligation to, pursue such rights and remedies as they it may have against the Company Borrower or any other Person person or entity or against any collateral security or guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Parties Agent or Lenders to pursue such other rights or remedies or to collect any payments from the Company Borrower or any such other Person person or entity or to realize upon any such collateral security or guaranty or to exercise any such right of offsetguaranty, or any release of the Company Borrower or any such other Person person or entity or any such collateral security, guaranty security or right of offsetguarantee, shall not relieve the Guarantor of any liability hereunderliability, and shall not impair or affect the rights and remedies, whether express, implied, or available as a matter remedies of law, of any Guaranteed Party Agent and Lenders against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor until the Guarantor and its successors and assigns, and shall inure to earlier of (i) the benefit of date upon which all the Guaranteed Parties, and their respective successors, indorsees, transferees, and assigns, until all Obligations are paid in full or (ii) the date upon which Guarantor's Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment are paid in full.
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