Common use of Liability unconditional Clause in Contracts

Liability unconditional. Borrower hereby agrees that it is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents and the Lenders by Borrower. Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (A) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party; (B) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any Agent or the Lenders with respect to any of the provisions thereof; (C) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any Agent or any Lender in respect thereof (including the release of any such security); (D) the insolvency of Borrower; or (E) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Borrower that its obligations as confirmed under this subsection 1.10 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agents and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Each Borrower hereby agrees that it such Borrower is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Administrative Agent and the Lenders by each other Borrower. Each Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (A) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (B) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any the Administrative Agent or the Lenders with respect to any of the provisions thereof; (C) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence insolvency of any action, by any Agent or any Lender in respect thereof (including the release of any such security); (D) the insolvency of Borrower; or (ED) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Borrower that its obligations as confirmed under this subsection 1.10 Section 9.20 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any the Administrative Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agents the Administrative Agent and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 Section 9.20 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Borrower hereby agrees that it is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Agent, L/C Issuer and the Lenders by Borrower. Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (A) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party; (B) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any the Agent or the Lenders with respect to any of the provisions thereof; (C) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any the Agent or any Lender in respect thereof (including the release of any such security); (D) the insolvency of Borrower; or (E) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Borrower that its obligations as confirmed under this subsection 1.10 1.11 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agents Agent, the L/C Issuer and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 1.11 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Each Domestic Borrower hereby agrees that it such Borrower is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Administrative Agent, Issuing Bank and the Lenders by each other Borrower. Each Domestic Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (Ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (Bii) the absence of any action to enforce this Agreement (including this Section 2.13) or any other Loan Document or the waiver or consent by any the Administrative Agent or the Lenders with respect to any of the provisions thereof; (Ciii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any the Administrative Agent or any Lender in respect thereof (including the release of any such security); (Div) the insolvency of any Borrower; or (Ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Domestic Borrower that its obligations as confirmed under this subsection 1.10 Section 2.13 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Each Domestic Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any the Administrative Agent or any Lender to marshal assets marsxxxx xxxets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Domestic Borrower. It is agreed among each Domestic Borrower, Agents the Administrative Agent, the Issuing Bank and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 Section 2.13 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Each Domestic Borrower hereby agrees that it such Borrower is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Administrative Agent, Issuing Bank and the Lenders by each other Borrower. Each Domestic Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (Ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (Bii) the absence of any action to enforce this Agreement (including this Section 2.13) or any other Loan Document or the waiver or consent by any the Administrative Agent or the Lenders with respect to any of the provisions thereof; (Ciii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any the Administrative Agent or any Lender in respect thereof (including the release of any such security); (Div) the insolvency of any Borrower; or (Ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Domestic Borrower that its obligations as confirmed under this subsection 1.10 Section 2.13 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Each Domestic Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any the Administrative Agent or any Lender to marshal assets marsxxxx xxxets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Domestic Borrower, Agents the Administrative Agent, the Issuing Bank and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 Section 2.13 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Each Domestic Borrower hereby agrees that it such Borrower is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Administrative Agent, Issuing Bank and the Lenders by each other Borrower. Each Domestic Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (Ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party; (Bii) the absence of any action to enforce this Agreement (including this Section 2.13) or any other Loan Document or the waiver or consent by any the Administrative Agent or the Lenders with respect to any of the provisions thereof; (Ciii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any the Administrative Agent or any Lender in respect thereof (including the release of any such security); (Div) the insolvency of any Borrower; or (Ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by each Domestic Borrower that its obligations as confirmed under this subsection 1.10 Section 2.13 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Each Domestic Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any the Administrative Agent or any Lender to marshal marshall assets or to proceed in respect of the Obligations guaranteed hereunder guarantxxx xxxxunder against any other Borrower, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Domestic Borrower. It is agreed among each Domestic Borrower, Agents the Administrative Agent, the Issuing Bank and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 Section 2.13 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Borrower hereby agrees that it is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Agent and the Lenders by Borrower. Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (A) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party; (B) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any the Agent or the Lenders with respect to any of the provisions thereof; (C) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any the Agent or any Lender in respect thereof (including the release of any such security); (D) the insolvency of Borrower; or (E) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Borrower that its obligations as confirmed under this subsection 1.10 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agents Agent and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Borrower hereby agrees that it is jointly and severally liable for the full and prompt payment (whether at stated maturityMaturity Date, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Agent and the Lenders by Borrower. Borrower agrees that that, to the extent permitted by Applicable Law, its liability shall be absolute and unconditional, irrespective of, and unaffected by, (Aa) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party; (Bb) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any Agent or the Lenders with respect to any of the provisions thereof; (Cc) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any Agent or any Lender in respect thereof (including the release of any such security); (Dd) the insolvency of Borrower; or (Ee) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment in full), it being agreed by Borrower that its obligations as confirmed under this subsection 1.10 Section 2.15 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. To the extent permitted by Applicable Law, Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agents Agent and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 Section 2.15 and such waivers, each Lender would decline to enter into this Agreement.

Liability unconditional. Borrower hereby agrees that it is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to the Agents Agent, Issuing Lender and the Lenders by Borrower. Borrower agrees that its liability shall be absolute and unconditional, irrespective of, and unaffected by, (A) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party; (B) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by any the Agent or the Lenders with respect to any of the provisions thereof; (C) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by any the Agent or any Lender in respect thereof (including the release of any such security); (D) the insolvency of Borrower; or (E) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being agreed by Borrower that its obligations as confirmed under this subsection 1.10 1.11 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agents Agent, the Issuing Lender and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this subsection 1.10 1.11 and such waivers, each Lender would decline to enter into this Agreement.