Common use of No Discharge or Diminishment of Note Guaranty Clause in Contracts

No Discharge or Diminishment of Note Guaranty. (a) Except as otherwise provided for herein (including under Section 3.14), the obligations of each Note Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Note Guarantor may have at any time against any Obligated Party, the Collateral Agent, the Noteholder or any other Person, whether in connection herewith or in any unrelated transaction; (v) any direction as to application of payments by the Issuer or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by the Issuer or (ix) any payment made to any Secured Party on the Guaranteed Obligations which the such Secured Party repays to the Issuer pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Note Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. (b) Except for termination of such Note Guarantor’s obligations hereunder or as expressly permitted by Section 3.14, the obligations of each Note Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any Applicable Law purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Note Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Collateral Agent to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations (subject to (x) any applicable limitation under Applicable Law set forth in Section 2.12 and/or Section 2.13, which agreement relating to the Guaranteed Obligations shall, if required by such Applicable Law, remain unchanged unless the relevant affected Note Guarantor otherwise provides its express consent in writing and (y) to the extent required by Applicable Law, the procurement of appropriate consents by the applicable governing body of such Note Guarantor and the taking of any other necessary corporate or similar organizational action); (iii) any release, non-perfection, or invalidity of any indirect or direct security for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Collateral Agent with respect to any Collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Note Guarantor or that would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity, in each case other than as set forth in Section 3.14.

No Discharge or Diminishment of Note Guaranty. (a) Except as otherwise provided for herein (including under Section 3.143.15 and Section 3.22), the obligations of each Note Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Note Guarantor may have at any time against any Obligated Party, the Collateral Administrative Agent, the Noteholder any Purchaser or any other Person, whether in connection herewith or in any unrelated transactiontransactions; (v) any direction as to application of payments by the Issuer or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by the Issuer or Issuer; (ix) any payment made to any Secured Party on the Guaranteed Obligations which the any such Secured Party repays to the Issuer pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Note Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. proceeding or (bx) Except for termination of such Note Guarantor’s obligations hereunder or as expressly permitted by Section 3.14, the obligations of each Note Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any Applicable Law purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations failure of any Note Guarantor hereunder are not discharged to receive any benefit from or impaired or otherwise affected by: (i) the failure as a result of the Collateral Agent to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations (subject to (x) any applicable limitation under Applicable Law set forth in Section 2.12 and/or Section 2.13its execution, which agreement relating to the Guaranteed Obligations shall, if required by such Applicable Law, remain unchanged unless the relevant affected Note Guarantor otherwise provides its express consent in writing delivery and (y) to the extent required by Applicable Law, the procurement of appropriate consents by the applicable governing body of such Note Guarantor and the taking of any other necessary corporate or similar organizational action); (iii) any release, non-perfection, or invalidity of any indirect or direct security for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Collateral Agent with respect to any Collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such this Note Guarantor or that would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity, in each case other than as set forth in Section 3.14Guaranty.

No Discharge or Diminishment of Note Guaranty. (a) Except as otherwise provided for herein (including under Section 3.14), the obligations of each Note Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Note Guarantor may have at any time against any Obligated Party, the Collateral Agent, the Noteholder or any other Person, whether in connection herewith or in any unrelated transaction; (v) any direction as to application of payments by the Issuer or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by the Issuer or (ix) any payment made to any Secured Party the Noteholder on the Guaranteed Obligations which the such Secured Party Noteholder repays to the Issuer pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Note Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. (b) Except for termination of such Note Guarantor’s obligations hereunder or as expressly permitted by Section 3.14, the obligations of each Note Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any Applicable Law purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Note Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Collateral Agent Noteholder to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations (subject to (x) any applicable limitation under Applicable Law set forth in Section 2.12 and/or Section 2.13, which agreement relating to the Guaranteed Obligations shall, if required by such Applicable Law, remain unchanged unless the relevant affected Note Guarantor otherwise provides its express consent in writing and (y) to the extent required by Applicable Law, the procurement of appropriate consents by the applicable governing body of such Note Guarantor and the taking of any other necessary corporate or similar organizational action); (iii) any release, non-perfection, or invalidity of any indirect or direct security for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Collateral Agent Noteholder with respect to any Collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Note Guarantor or that would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity, in each case other than as set forth in Section 3.14.