Common use of Nature of Borrowers Obligations Clause in Contracts

Nature of Borrowers Obligations. The obligations and liabilities of the Guarantor under this Agreement are primary obligations of the Guarantor, are absolute, unconditional and irrevocable, shall not be subject to any counterclaim, recoupment, set-off, reduction or defense based on any claim that the Guarantor may have against the Lender, any Obligor or any of their respective affiliates, and shall remain in full force and effect until terminated in accordance with Section 16 (subject to reinstatement as provided in Section 17), without regard to, and without being released, discharged, impaired, modified or in any way affected by, the occurrence from time to time of any event, circumstance or condition, including any one or more of the following, whether or not with notice to, or the consent of, the Guarantor: (a) the invalidity or unenforceability, in whole or in part, of any of the Loan Documents; (b) any failure or refusal to give notice to the Guarantor of the occurrence of any event of default under any of the Loan Documents; (c) any modification, amendment or supplement (whether material or otherwise) of any obligation, covenant or agreement contained in any of the Loan Documents, or of the terms of payment of any of the Borrower’s Obligations or the interest rate applicable thereto; (d) any assignment or transfer (whether voluntarily or by operation of law) of the Loans or of any of the Loan Documents or of any interest therein or thereunder; (e) any compromise, settlement, release or termination of any of the obligations or agreements of any Obligor under any of the Loan Documents; (f) any waiver of the payment, performance or observance of any Obligor’s obligations or agreements under any of the Loan Documents; (g) any consent, extension, indulgence or other action or inaction (including any lack of diligence or failure to mitigate damages) with respect to any of the Loan Documents, or any exercise or non-exercise of any right, power, remedy or privilege with respect to any of the Loan Documents; (h) any failure or omission to exercise any right, power, privilege or remedy under any of the Loan Documents; (i) any extension of time for payment or performance of any of the Borrower’s Obligations or any other obligations or agreements under any of the Loan Documents; (j) any furnishing or accepting of additional Property, or any release, modification, substitution, nonexistence, invalidity or lack of value of any Property; (k) the death of, voluntary or involuntary liquidation, reorganization or dissolution of, sale or other disposition of all or substantially all the assets of, or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, merger, consolidation, other reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, any Obligor or any of such Obligor’s assets, or any action taken by any trustee, receiver, custodian or other officer with similar powers (collectively, a “custodian”) or by any court in any such proceeding, or the disaffirmance, rejection or postponement in any such proceeding of any Obligor’s obligations under any of the Loan Documents; (l) any failure of the Lender, upon the occurrence of any of the events specified in Section 6(k), to file a claim or proof of claim or otherwise pursue any of its remedies in any proceeding resulting from such event; (m) any release or discharge (by act or omission of the Lender, operation of law or otherwise) of any Obligor from the performance or observance of any obligation, agreement or condition to be performed by such Obligor under any of the Loan Documents; (n) any limitation on or exculpation from the liabilities or obligations of any Obligor under any of the Loan Documents (whether pursuant to the terms of any of the Loan Documents or otherwise), any termination, cancellation, invalidity or unenforceability, in whole or in part, of any of the Loan Documents or any limitation that may now or hereafter exist with respect to any of the Loan Documents; (o) any failure on the part of any Obligor fully to perform or to comply with any provision of any of the Loan Documents; (p) any claim of the Guarantor against any Obligor; (q) any understanding or agreement that any other person was or is to execute this Agreement, any similar agreement or any of the Loan Documents or otherwise become liable, in whole or in part, for any of the Borrower’s Obligations; (r) any understanding or agreement that any other person was or is to grant any Property, in whole or in part, for any of the Borrower’s Obligations; (s) any defense or counterclaim that the Borrower may assert with respect to any of the Borrower’s Obligations, including failure of consideration, breach of warranty, fraud, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability, accord and satisfaction, and usury; or (t) any other circumstance, occurrence or condition, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance of, or in defense against an action to enforce, the obligations of the Guarantor under this Agreement, other than the defense of discharge by payment in full.

Nature of Borrowers Obligations. (a) The obligations and liabilities of the Guarantor under this Agreement are primary obligations of the Guarantor, Borrower and the Borrowing Subsidiaries hereunder and under the other Loan Documents are absolute, unconditional joint and irrevocable, shall not be subject to any counterclaim, recoupment, set-off, reduction or defense based on any claim several. (b) The Borrower and each Borrowing Subsidiary agree that the Guarantor may have against Obligations will be paid strictly in accordance with the Lenderterms of the Credit Agreement, the Notes and the other Loan Documents, regardless of any Obligor law, regulation or order now or hereafter in effect in any jurisdiction affecting any of their respective affiliatessuch terms or the rights of any Secured Creditor with respect thereto. The liability of the Borrower and each Borrowing Subsidiary shall be joint, several, absolute and unconditional, in accordance with its terms and shall remain in full force and effect until terminated in accordance with Section 16 (subject to reinstatement as provided in Section 17), without regard to, and without being shall not be released, suspended, discharged, impairedterminated or otherwise affected by, modified any circumstance or occurrence whatsoever, including, without limitation: (i) any change in the time, place or manner of payment of, or in any way affected byother term of, the occurrence from time to time of all or any event, circumstance or condition, including any one or more of the followingObligations, whether any waiver, indulgence, renewal, extension, amendment or not with notice modification of, or addition, consent or supplement to, or deletion from, or any other action or inac tion under, or in respect of the consent ofCredit Agreement, any Note, any other Loan Document or any documents, instruments or agreements relating to the Guarantor: Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof; (aii) any lack of validity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other documents, instruments or agreements referred to therein or any assignment or transfer of any thereof; (iii) any furnishing of any addi tional security to the Secured Creditors or their assignees or any acceptance thereof or any release of any security by the Secured Creditors, or their assignees; (iv) any limitation on any party's liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any of the Loan Documentssuch instrument or agreement, or any term thereof; (bv) any failure bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or refusal to give notice other like proceeding relating to the Guarantor Borrower, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the Borrower or any Borrowing Subsidiary shall have notice or knowledge of the occurrence of any event of default under any of the Loan Documentsforegoing and each of the Borrower or any Borrowing Subsidiary waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (cvi) any modificationexchange, release or nonperfection of any other collateral, or any release, or amendment or supplement (whether material waiver of, or otherwise) of consent to, departure from any obligationguaranty or security, covenant for all or agreement contained in any of the Loan DocumentsObligations; (vii) any direction as to application of payment by the Borrower, any Borrowing Subsidiary or by any other party; (viii) any dissolution, termination or increase, decrease or change in personnel by the Borrower or any Borrowing Subsidiary; or (ix) any other circumstance which might otherwise constitute a defense available to, or of a discharge of, the terms of Borrower or any Borrowing Subsidiary. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Secured Creditor upon the insolvency, bankruptcy or reorganization of the Borrower’s Obligations , any Borrowing Subsidiary or any Guarantor or otherwise, all as though such payment had not been made. (c) The Borrower and each Borrowing Subsidiary hereby irrevocably agrees to subordinate any Subrogation Rights (as defined below) to the rights of any Secured Creditor to recover from the Borrower and any Borrowing Subsidiary all Obligations. "Subrogation Rights" shall mean any and all rights of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of the Secured Creditors or any collateral which the Administrative Agent, any other Secured Creditor or the interest rate applicable thereto; (d) any assignment Collateral Agent now has or transfer (whether voluntarily or by operation of law) of the Loans or of any of the Loan Documents or of any interest therein or thereunder; (e) any compromise, settlement, release or termination of any of the obligations or agreements of any Obligor under any of the Loan Documents; (f) any waiver of hereafter acquires in connection with the payment, performance or observance of any Obligor’s obligations or agreements under any enforcement of the Loan Documents; (g) any consent, extension, indulgence Borrower's or other action or inaction (including any lack of diligence or failure to mitigate damages) with respect to any of the Loan Documents, such Borrowing Subsidiary's obligations under this Agreement or any exercise Loan Document, whether or non-exercise of any right, powernot such claim, remedy or privilege with respect right arises in equity, or under contract, statute or common law, including the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. To effectuate such subordination, the Borrower and each Borrowing Subsidiary hereby agree that they shall not be entitled to any payment by the Borrower or any Borrowing Subsidiary, as the case may be, in respect of any Subrogation Right until all of the Loan Documents; (h) Obligations have been indefeasibly paid in full. If any failure amount shall be paid to the Borrower or omission to exercise any right, power, privilege or remedy under any Borrowing Subsidiary in violation of the Loan Documents; (i) preceding sentence and the Obligations shall not have been paid in full or any extension of time for payment or performance commitment of any of Secured Creditor under the Borrower’s Obligations Credit Agreement shall not have been irrevocably terminated, such amount shall be deemed to have been paid to the Borrower or any other obligations or agreements under any of such Borrowing Subsidiary for the Loan Documents; (j) any furnishing or accepting of additional Property, or any release, modification, substitution, nonexistence, invalidity or lack of value of any Property; (k) the death benefit of, voluntary or involuntary liquidationand held in trust for, reorganization or dissolution of, sale or other disposition of all or substantially all the assets of, or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment Administrative Agent for the benefit of creditorsthe Secured Creditors, mergerand shall forthwith be paid to the Administrative Agent to be credited and applied to the Obligations, consolidation, other reorganization, arrangement, composition whether matured or readjustment of, or other similar proceeding affecting, any Obligor or any unmatured. Each of the Borrower and each Borrowing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the subordination set forth in this Section is knowingly made in contemplation of such Obligor’s assets, or any action taken by any trustee, receiver, custodian or other officer with similar powers (collectively, a “custodian”) or by any court in any such proceeding, or the disaffirmance, rejection or postponement in any such proceeding of any Obligor’s obligations under any of the Loan Documents; (l) any failure of the Lender, upon the occurrence of any of the events specified in Section 6(k), to file a claim or proof of claim or otherwise pursue any of its remedies in any proceeding resulting from such event; (m) any release or discharge (by act or omission of the Lender, operation of law or otherwise) of any Obligor from the performance or observance of any obligation, agreement or condition to be performed by such Obligor under any of the Loan Documents; (n) any limitation on or exculpation from the liabilities or obligations of any Obligor under any of the Loan Documents (whether pursuant to the terms of any of the Loan Documents or otherwise), any termination, cancellation, invalidity or unenforceability, in whole or in part, of any of the Loan Documents or any limitation that may now or hereafter exist with respect to any of the Loan Documents; (o) any failure on the part of any Obligor fully to perform or to comply with any provision of any of the Loan Documents; (p) any claim of the Guarantor against any Obligor; (q) any understanding or agreement that any other person was or is to execute this Agreement, any similar agreement or any of the Loan Documents or otherwise become liable, in whole or in part, for any of the Borrower’s Obligations; (r) any understanding or agreement that any other person was or is to grant any Property, in whole or in part, for any of the Borrower’s Obligations; (s) any defense or counterclaim that the Borrower may assert with respect to any of the Borrower’s Obligations, including failure of consideration, breach of warranty, fraud, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability, accord and satisfaction, and usury; or (t) any other circumstance, occurrence or condition, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance of, or in defense against an action to enforce, the obligations of the Guarantor under this Agreement, other than the defense of discharge by payment in fullbenefits.

Nature of Borrowers Obligations. (a) The obligations Borrower agrees that the Obligations will be paid strictly in accordance with the terms of this Agreement, the Revolving Notes and liabilities the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Creditor with respect thereto. The liability of the Guarantor under this Agreement are primary obligations of the GuarantorBorrower shall be absolute and unconditional, are absolute, unconditional and irrevocable, shall not be subject to any counterclaim, recoupment, set-off, reduction or defense based on any claim that the Guarantor may have against the Lender, any Obligor or any of their respective affiliates, in accordance with its terms and shall remain in full force and effect until terminated in accordance with Section 16 (subject to reinstatement as provided in Section 17), without regard to, and without being shall not be released, suspended, discharged, impairedterminated or otherwise affected by, modified any circumstance or occurrence whatsoever, including, without limitation: (i) any change in the time, place or manner of payment of, or in any way affected byother term of, the occurrence from time to time of all or any event, circumstance or condition, including any one or more of the followingObliga tions, whether any waiver, indulgence, renewal, extension, amendment or not with notice modification of, or addition, consent or supplement to, or deletion from, or any other action or inaction under, or in re spect of this Agreement, any Revolving Note, any other Loan Document or any documents, instruments or agreements relating to the consent ofObligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof; (ii) any lack of validity or enforceability of this Agreement, any Revolving Note, any other Loan Document or any other documents, instruments or agreements referred to therein or any assignment or transfer of any thereof; (iii) any furnishing of any addi tional security to the Guarantor: Secured Creditors or their assignees or any acceptance thereof or any release of any security by the Secured Creditors, or their assignees; (aiv) the any limitation on any party's liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any of the Loan Documentssuch instrument or agreement, or any term thereof; (bv) any failure bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or refusal to give notice other like proceeding relating to the Guarantor Borrower, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the Borrower shall have notice or knowledge of the occurrence of any event of default under any of the Loan Documentsforegoing and the Borrower waives any right to the deferral or modification of its obliga tions hereunder by reason of any such proceeding; (cvi) any modificationex change, release or nonperfection of any other collateral, or any release, or amendment or supplement (whether material waiver of, or otherwise) of consent to, departure from any obligationguaranty or security, covenant for all or agreement contained in any of the Loan DocumentsObligations; (vii) any direction as to application of payment by the Borrower or by any other party; (viii) any dissolution, termination or increase, decrease or change in personnel by the Borrower; or (ix) any other circumstance which might otherwise constitute a defense available to, or of a discharge of, the terms of Borrower. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Borrower’s Obligations is rescinded or must otherwise be returned by any Secured Creditor upon the interest rate applicable thereto; (d) any assignment insolvency, bankruptcy or transfer (whether voluntarily or by operation of law) reorganization of the Loans or of any of the Loan Documents or of any interest therein or thereunder; (e) any compromise, settlement, release or termination of any of the obligations or agreements of any Obligor under any of the Loan Documents; (f) any waiver of the payment, performance or observance of any Obligor’s obligations or agreements under any of the Loan Documents; (g) any consent, extension, indulgence or other action or inaction (including any lack of diligence or failure to mitigate damages) with respect to any of the Loan Documents, Borrower or any exercise or non-exercise of any right, power, remedy or privilege with respect to any of the Loan Documents; (h) any failure or omission to exercise any right, power, privilege or remedy under any of the Loan Documents; (i) any extension of time for payment or performance of any of the Borrower’s Obligations or any other obligations or agreements under any of the Loan Documents; (j) any furnishing or accepting of additional Property, or any release, modification, substitution, nonexistence, invalidity or lack of value of any Property; (k) the death of, voluntary or involuntary liquidation, reorganization or dissolution of, sale or other disposition of all or substantially all the assets of, or the marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, merger, consolidation, other reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, any Obligor or any of such Obligor’s assets, or any action taken by any trustee, receiver, custodian or other officer with similar powers (collectively, a “custodian”) or by any court in any such proceeding, or the disaffirmance, rejection or postponement in any such proceeding of any Obligor’s obligations under any of the Loan Documents; (l) any failure of the Lender, upon the occurrence of any of the events specified in Section 6(k), to file a claim or proof of claim or otherwise pursue any of its remedies in any proceeding resulting from such event; (m) any release or discharge (by act or omission of the Lender, operation of law Guarantor or otherwise) of any Obligor from the performance or observance of any obligation, agreement or condition to be performed by all as though such Obligor under any of the Loan Documents; (n) any limitation on or exculpation from the liabilities or obligations of any Obligor under any of the Loan Documents (whether pursuant to the terms of any of the Loan Documents or otherwise), any termination, cancellation, invalidity or unenforceability, in whole or in part, of any of the Loan Documents or any limitation that may now or hereafter exist with respect to any of the Loan Documents; (o) any failure on the part of any Obligor fully to perform or to comply with any provision of any of the Loan Documents; (p) any claim of the Guarantor against any Obligor; (q) any understanding or agreement that any other person was or is to execute this Agreement, any similar agreement or any of the Loan Documents or otherwise become liable, in whole or in part, for any of the Borrower’s Obligations; (r) any understanding or agreement that any other person was or is to grant any Property, in whole or in part, for any of the Borrower’s Obligations; (s) any defense or counterclaim that the Borrower may assert with respect to any of the Borrower’s Obligations, including failure of consideration, breach of warranty, fraud, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability, accord and satisfaction, and usury; or (t) any other circumstance, occurrence or condition, whether similar or dissimilar to any of the foregoing, that might be raised in avoidance of, or in defense against an action to enforce, the obligations of the Guarantor under this Agreement, other than the defense of discharge by payment in fullhad not been made.