Common use of Liability Not Affected Clause in Contracts

Liability Not Affected. Each Guarantor’s liability under the Loan Documents is not adversely affected by anything which would otherwise reduce or discharge that liability (whether or not any Loan Party or Agent or any Lender is aware of it or consents to it and despite any legal rule to the contrary), including: (a) Any time, waiver, concession, forbearance or consent granted to, or composition with, any Loan Party or other Person; (b) any opening of further accounts in connection with, or any increase in, change or replacement of the type, amount or terms of, financial accommodation provided to any Person; (c) any transaction or agreement, or variation, novation or assignment of a transaction or agreement (including any Loan Document), between Agent or any Lender and any other Loan Party or another Person; (d) a proceeding under any Debtor Relief Law in respect of a Loan Party or another Person or an Insolvency Event occurring with respect to an Australian Loan Party; (e) any judgment or order being obtained or made against, or the conduct of any proceedings by, a Loan Party or another Person; (f) a Loan Party’s obligation or a Loan Document (or any provision of a Loan Document), being void, voidable, unenforceable, defective, released, waiver, impaired, novated, enforced or impossible or illegal to perform; (g) the whole or partial discharge or release of, or the granting of, Collateral (including the guarantee and indemnity set forth in this Section 4); (h) the Obligations not being recoverable or the liability of a Loan Party or any other Person to Agent or any Lender ceasing or reducing (including due to a release or discharge by Agent or any Lender or by law); (i) any Loan Document not being executed by, or binding or enforceable against, any Loan Party; (j) the exercise or non-exercise of any power or right or remedy (including any right to terminate a contract); (k) any set-off, combination of accounts or counterclaim; (l) any Collateral being destroyed, forfeited, extinguished, surrendered or resumed; (m) any waiver of or failure to satisfy a condition or condition precedent under a Loan Document (and any such waiver or failure will be disregarded in determining a Guarantor’s liability under the guarantee and indemnity set forth in this Section 4 or whether an amount is part of the Obligations; (n) any default, misrepresentation, negligence or breach by any Loan Party or of any contract or any misconduct by any Person; (o) any acquiescence, delay, waiver, mistake, failure to give notice or other action or inaction of any kind (whether or not prejudicial to the Loan Party) by Agent or any Lender or any other Person; or (p) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members, shareholders or status of a Loan Party or any other Person.