Common use of Preservation of Guarantor’s Liability Clause in Contracts

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period. 4.2 The Lender may without the Guarantor’s consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities: 4.2.1 amend, vary, novate, or replace any of the Finance Documents (other than this Guarantee and Indemnity); and/or 4.2.2 agree with the Borrower to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or 4.2.3 allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/or 4.2.4 renew, vary, release or refrain from enforcing any of the Finance Documents (other than this Guarantee and Indemnity); and/or 4.2.5 compound with any of the other Security Parties; and/or 4.2.6 enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or 4.2.7 do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity. 4.3 The Guarantor’s Liabilities shall not be affected by: 4.3.1 the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor 4.3.2 any security given or payment made to the Lender by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender or the absorption of or amalgamation by the Lender in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender by any other entity; nor 4.3.4 the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor 4.3.5 any of the Finance Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to provide the Lender with any security, guarantee or indemnity envisaged by the Facility Agreement; nor 4.3.6 any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor 4.3.7 anything which would, but for this provision, have released or reduced the liability of the Guarantor to the Lender. 4.4 The Lender may continue the account(s) of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s accounts with the Lender.

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period. 4.2 The Lender Any Credit Party may without the Guarantor’s 's consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:'s Liabilities:- 4.2.1 amend, vary, novate, or replace any of the Finance Security Documents (other than this Guarantee and Indemnitythe Guarantor's Security Documents); and/or 4.2.2 agree with the Borrower Borrowers to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or 4.2.3 allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Security Documents; and/or 4.2.4 renew, vary, release or refrain from enforcing any of the Finance Security Documents (other than this Guarantee and Indemnitythe Guarantor's Security Documents); and/or 4.2.5 compound with any of the other Security Parties; and/or 4.2.6 enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or 4.2.7 do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity. 4.3 The Guarantor’s 's Liabilities shall not be affected by:by:- 4.3.1 the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor 4.3.2 any security given or payment made to the Lender any Credit Party by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender any Security Party or the absorption of or amalgamation by the Lender any Credit Party in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender any Credit Party by any other entity; nor 4.3.4 the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor 4.3.5 any of the Finance Credit Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to provide the Lender any Credit Party with any security, guarantee or indemnity envisaged by the Facility Loan Agreement; nor 4.3.6 any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor 4.3.7 anything which would, but for this provision, have released or reduced the liability of the Guarantor to the Lenderany Credit Party. 4.4 The Lender Any Credit Party may continue the account(s) accounts of the Borrower Borrowers or open one or more new accounts for the Borrower Borrowers notwithstanding any demand under this Guarantee and Indemnity, and the Guarantor’s 's liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s Borrowers' accounts with the Lenderany Credit Party.

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period. 4.2 The Lender Any Finance Party may without the Guarantor’s 's consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s 's Liabilities: 4.2.1 amend, vary, novate, or replace any of the Finance Documents (other than this Guarantee and Indemnitythe Guarantor's Security Documents); and/or 4.2.2 agree with the Borrower to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or 4.2.3 allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/or 4.2.4 renew, vary, release or refrain from enforcing any of the Finance Documents (other than this Guarantee and Indemnitythe Guarantor's Security Documents); and/or 4.2.5 compound with any of the other Security Parties; and/or 4.2.6 enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or 4.2.7 do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity. 4.3 The Guarantor’s 's Liabilities shall not be affected by: 4.3.1 the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor 4.3.2 any security given or payment made to the Lender any Finance Party by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender any Finance Party or the absorption of or amalgamation by the Lender any Finance Party in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender any Finance Party by any other entity; nor 4.3.4 the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor 4.3.5 any of the Finance Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to provide the Lender any Finance Party with any security, guarantee or indemnity envisaged by the Facility Loan Agreement; nor 4.3.6 any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor 4.3.7 anything which would, but for this provision, have released or reduced the liability of the Guarantor to the Lenderany Finance Party. 4.4 The Lender Any Finance Party may continue the account(s) of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee and Indemnity, and the Guarantor’s 's liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s 's accounts with the Lenderany Finance Party.

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period. 4.2 8.3.1 The Lender Banks may without the Guarantor’s 's consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:'s Liabilities:- 4.2.1 (a) amend, vary, novate, supplement or replace all or any of the Finance Documents Borrower's Security Documents; (other than this Guarantee and Indemnity); and/or 4.2.2 agree with the Borrower to b) increase or reduce the amount of the Loan, Facility or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the LoanFacility); and/or; 4.2.3 (c) allow to the Borrower or to any other person any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/orindulgence; 4.2.4 (d) renew, vary, release or refrain from enforcing any of the Finance Borrower's Security Documents or any other security, guarantee or indemnity which the Agent may now or in the future hold from the Borrower or from any other person; (other than this Guarantee and Indemnity); and/or 4.2.5 e) compound with the Borrower or any of the other Security Parties; and/orperson; 4.2.6 (f) enter into, renew, vary or terminate any other agreement or arrangement with the Borrower or any of other person; or (g) make any concession to the other Security Parties; and/or 4.2.7 Borrower or do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnitythe Guarantee. 4.3 8.3.2 The Guarantor’s Liabilities liability of the Guarantor under the Guarantee shall not be affected by:by:- 4.3.1 (a) the absence of, of or any defective, excessive or irregular exercise of, of any of the powers of the Borrower or of any of the other Security Parties; norSurety; 4.3.2 (b) any security given or payment made to the Lender by Finance Parties or any of them by the Borrower or any other Security Parties person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor; 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender or the absorption of or amalgamation by the Lender in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender by any other entity; nor 4.3.4 (c) the liquidation, administration, receivership, bankruptcy receivership or insolvency of the Guarantor Guarantor; (d) any other security, guarantee or indemnity now or in the future held by the Finance Parties or any of the other Security Parties; nor 4.3.5 any of the Finance Documents (other than this Guarantee and Indemnity) them being defective, void or unenforceable, or the failure of the any other person Finance Party to provide the Lender with take any security, guarantee or indemnity envisaged by the Facility Agreement; norindemnity; 4.3.6 (e) any composition, assignment compromise or arrangement under Part I or Part VII of the Insolvency Xxx 0000 or section 425 of the Companies Xxx 0000 (or any statutory modification or re-enactment of either of them for the time being made by in force) or under any analogous provision of any foreign law; (f) the novation of any of the other Security Parties with any of its creditors; norBorrower's Obligations; 4.3.7 (g) anything which would, but for this provision, would not have released or reduced the liability of the Guarantor to the LenderFinance Parties had the liability of the Guarantor under Clause 8. 4.4 The Lender may continue the account(s) 1.1 been as a principal debtor of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee Finance Parties and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s accounts with the Lenderas a guarantor.

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for 5.1 Acting in accordance with the full amount provisions of clause 9 of the Indebtedness from time to time until Loan Agreement, the expiry of the Facility Period. 4.2 The Lender Agent may without the Guarantor’s consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:Liabilities:- 4.2.1 5.1.1 amend, vary, novate, supplement or replace any of the Finance Documents (other than this Guarantee and Indemnity); and/orBorrower's Security Documents; 4.2.2 5.1.2 agree with the Borrower to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or; 4.2.3 5.1.3 allow to the Borrower or to any other person any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/orindulgence; 4.2.4 5.1.4 renew, vary, release or refrain from enforcing any of the Finance Borrower’s Security Documents (or any other than this Guarantee and Indemnity); and/orsecurity, guarantee or indemnity which the Agent or the Banks may now or in the future hold from the Borrower or from any other person; 4.2.5 5.1.5 compound with the Borrower or any of the other Security Parties; and/orperson; 4.2.6 5.1.6 enter into, renew, vary or terminate any other agreement or arrangement with the Borrower or any of other person; or 5.1.7 make any concession to the other Security Parties; and/or 4.2.7 Borrower or do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity. 4.3 5.2 The Guarantor’s Liabilities liability of the Guarantor under this Guarantee and Indemnity shall not be affected by:by:- 4.3.1 5.2.1 the absence of, or any defective, excessive or irregular exercise of, any of the powers of the Borrower or of any of the other Security Parties; norSurety; 4.3.2 5.2.2 any security given or payment made to the Lender Banks or the Agent by the Borrower or any of the other Security Parties person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor; 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender or the absorption of or amalgamation by the Lender in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender by any other entity; nor 4.3.4 5.2.3 the liquidation, administration, receivership, bankruptcy receivership or insolvency of the Guarantor Borrower or Guarantor; 5.2.4 any of other security, guarantee or indemnity now or in the other Security Parties; nor 4.3.5 any of future held by the Finance Documents (other than this Guarantee and Indemnity) Banks or the Agent being defective, void or unenforceable, or the failure of any other person the Banks or the Agent to provide the Lender with take any security, guarantee or indemnity envisaged by the Facility Agreement; norindemnity; 4.3.6 5.2.5 any composition, assignment compromise or arrangement being made by under Part I or Part VII of the Insolvency Xxx 0000 or section 425 of the Companies Xxx 0000 or under any (in the opinion of the Agent) analogous provision of any foreign law; 5.2.6 the novation of any of the other Security Parties with any of its creditors; norIndebtedness; 4.3.7 5.2.7 anything which would, but for this provision, would not have released or reduced the liability of the Guarantor to the Lender. 4.4 The Lender may continue Agent had the account(s) liability of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand Guarantor under this Guarantee and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any Clause 3.1 been as a principal debtor of the Borrower’s accounts with the LenderAgent and not as a guarantor.

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period. 4.2 8.3.1 The Lender Banks may without the Guarantor’s 's consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:'s Liabilities:- 4.2.1 (a) amend, vary, novate, supplement or replace all or any of the Finance Documents Indemnifier's Security Documents; (other than this Guarantee and Indemnity); and/or 4.2.2 agree with the Borrower to b) increase or reduce the amount of the Loan, Guarantee Facility or vary the terms and conditions for its repayment or prepayment issuance (including, without limitation, limitation the rate and/or method of calculation of interest or commission payable on the LoanGuarantee Facility); and/or; 4.2.3 (c) allow to the Indemnifier or to any other person any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/orindulgence; 4.2.4 (d) renew, vary, release or refrain from enforcing any of the Finance Indemnifier's Security Documents or any other security, guarantee or indemnity which the Agent may now or in the future hold from the Indemnifier or from any other person; (other than this Guarantee and Indemnity); and/or 4.2.5 e) compound with the Indemnifier or any of the other Security Parties; and/orperson; 4.2.6 (f) enter into, renew, vary or terminate any other agreement or arrangement with the Indemnifier or any of other person; or (g) make any concession to the other Security Parties; and/or 4.2.7 Indemnifier or do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnitythe Guarantee. 4.3 8.3.2 The Guarantor’s Liabilities liability of the Guarantor under the Guarantee shall not be affected by:: - 4.3.1 (a) the absence of, of or any defective, excessive or irregular exercise of, of any of the powers of the Indemnifier or of any of the other Security Parties; norSurety; 4.3.2 (b) any security given or payment made to the Lender by Finance Parties or any of them by the Indemnifier or any other Security Parties person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor; 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender or the absorption of or amalgamation by the Lender in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender by any other entity; nor 4.3.4 (c) the liquidation, administration, receivership, bankruptcy receivership or insolvency of the Guarantor Guarantor; (d) any other security, guarantee or indemnity now or in the future held by the Finance Parties or any of the other Security Parties; nor 4.3.5 any of the Finance Documents (other than this Guarantee and Indemnity) them being defective, void or unenforceable, or the failure of the any other person Finance Party to provide the Lender with take any security, guarantee or indemnity envisaged by the Facility Agreement; norindemnity; 4.3.6 (e) any composition, assignment compromise or arrangement under Part I or Part VII of the Insolvency Act 1986 or section 425 of the Companies Act 1985 (or any statutory modixxxxxxxx or re-enactment of either of them for the time being made by in force) or under any analogous provision of any foreign law; (f) the novation of any of the other Security Parties with any of its creditors; norIndemnifier's Obligations; 4.3.7 (g) anything which would, but for this provision, would not have released or reduced the liability of the Guarantor to the LenderFinance Parties had the liability of the Guarantor under Clause 8. 4.4 The Lender may continue the account(s) 1.1 been as a principal debtor of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee Finance Parties and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s accounts with the Lenderas a guarantor.

Preservation of Guarantor’s Liability. 4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period. 4.2 8.3.1 The Lender Banks may without the Guarantor’s 's consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor’s Liabilities:'s Liabilities:- 4.2.1 (a) amend, vary, novate, supplement or replace all or any of the Finance Documents Borrower's Security Documents; (other than this Guarantee and Indemnity); and/or 4.2.2 agree with the Borrower to b) increase or reduce the amount of the Loan, Facility or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the LoanFacility); and/or; 4.2.3 (c) allow to the Borrower or to any other person any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/orindulgence; 4.2.4 (d) renew, vary, release or refrain from enforcing any of the Finance Borrower's Security Documents or any other security, guarantee or indemnity which the Agent may now or in the future hold from the Borrower or from any other person; (other than this Guarantee and Indemnity); and/or 4.2.5 e) compound with the Borrower or any of the other Security Parties; and/orperson; 4.2.6 (f) enter into, renew, vary or terminate any other agreement or arrangement with the Borrower or any of other person; or (g) make any concession to the other Security Parties; and/or 4.2.7 Borrower or do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnitythe Guarantee. 4.3 8.3.2 The Guarantor’s Liabilities liability of the Guarantor under the Guarantee shall not be affected by:by:- 4.3.1 (a) the absence of, of or any defective, excessive or irregular exercise of, of any of the powers of the Borrower or of any of the other Security Parties; norSurety; 4.3.2 (b) any security given or payment made to the Lender by Finance Parties or any of them by the Borrower or any other Security Parties person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor; 4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender or the absorption of or amalgamation by the Lender in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender by any other entity; nor 4.3.4 (c) the liquidation, administration, receivership, bankruptcy receivership or insolvency of the Guarantor Guarantor; (d) any other security, guarantee or indemnity now or in the future held by the Finance Parties or any of the other Security Parties; nor 4.3.5 any of the Finance Documents (other than this Guarantee and Indemnity) them being defective, void or unenforceable, or the failure of the any other person Finance Party to provide the Lender with take any security, guarantee or indemnity envisaged by the Facility Agreement; norindemnity; 4.3.6 (e) any composition, assignment compromise or arrangement under Part I or Part VII of the Insolvency Act 1986 or section 425 of the Companiex Xxx 0085 (or any statutory modification or xx-xxxctment of either of them for the time being made by in force) or under any analogous provision of any foreign law; (f) the novation of any of the other Security Parties with any of its creditors; norBorrower's Obligations; 4.3.7 (g) anything which would, but for this provision, would not have released or reduced the liability of the Guarantor to the LenderFinance Parties had the liability of the Guarantor under Clause 8. 4.4 The Lender may continue the account(s) 1.1 been as a principal debtor of the Borrower or open one or more new accounts for the Borrower notwithstanding any demand under this Guarantee Finance Parties and Indemnity, and the Guarantor’s liability at the date of demand shall not be released or affected by any subsequent payment into or out of any of the Borrower’s accounts with the Lenderas a guarantor.